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EXHIBIT 4.3
                 SECOND AMENDED AND RESTATED CREDIT AGREEMENT

                         Dated as of December 22, 1997

                                     among

                          SIMON PROPERTY GROUP, L.P.


                          SIMON DeBARTOLO GROUP, L.P.


                      THE INSTITUTIONS FROM TIME TO TIME
                            PARTY HERETO AS LENDERS


                      THE INSTITUTIONS FROM TIME TO TIME
                           PARTY HERETO AS CO-AGENTS

                                      and


                  UNION BANK OF SWITZERLAND, NEW YORK BRANCH
                                  AS ARRANGER

                                      and

                   MORGAN GUARANTY TRUST COMPANY OF NEW YORK
                                  AS ARRANGER

                                      and

                           THE CHASE MANHATTAN BANK
                                  AS ARRANGER

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                               TABLE OF CONTENTS


  ARTICLE IDEFINITIONS                                                      2
     1.1.  Certain Defined Terms                                            2
     1.2.  Computation of Time Periods                                     36
     1.3.  Accounting Terms                                                36
     1.4.  Other Terms                                                     36

  ARTICLE IIAMOUNTS AND TERMS OF LOANS                                     36
          2.1.      Committed Loans                                        36
          2.2. Money Market Loans                                          39
          2.3. Use of Proceeds of Loans and Letters of Credit              45
          2.4. Revolving Credit Termination Date; Maturity of Money Market
               Loans                                                       45
          2.5. Extension Option                                            46
          2.6.      Maximum Credit Facility                                46
          2.7.      Authorized Agents                                      46

  ARTICLE IIILETTERS OF CREDIT                                             47
     3.1.  Letters of Credit                                               47
     3.2.  Obligations Several                                             56

  ARTICLE IVPAYMENTS AND PREPAYMENTS                                       56
          4.1. Prepayments; Reductions in Revolving Credit Commitments     56
          4.2.      Payments                                               58
     4.3. Promise to Repay; Evidence of
               Indebtedness                                                62

  ARTICLE VINTEREST AND FEES                                               64
          5.1. Interest on the Loans and other Obligations                 64
          5.2. Special Provisions Governing Eurodollar Rate Loans, IBOR
               Rate Loans, and Money Market Loans                          68
          5.3.      Fees                                                   75

  ARTICLE VICONDITIONS TO LOANS AND LETTERS OF CREDIT                      77
     6.1. Conditions Precedent to the Initial Loans and Letters of Credit  77
     6.2. Conditions Precedent to All Subsequent Loans and Letters of
          Credit                                                           79

  ARTICLE VIIREPRESENTATIONS AND WARRANTIES                                81
          7.1.      Representations and Warranties of the Borrower         81

  ARTICLE VIIIREPORTING COVENANTS                                          93
          8.1.      Borrower Accounting Practices                          93
          8.2.      Financial Reports                                      93
          8.3.      Events of Default                                      98
          8.4.      Lawsuits                                               98
          8.5.      Insurance                                              99
          8.6.      ERISA Notices                                          99
          8.7.      Environmental Notices                                 101
          8.8.      Labor Matters                                         103
          8.9. Notices of Asset Sales and/or
               Acquisitions                                               103
          8.10.     Tenant Notifications                                  103
          8.11.     Other Reports                                         103
          8.12.     Other Information                                     104

  ARTICLE IXAFFIRMATIVE COVENANTS                                         104
          9.1. Existence, Etc.                                            104
          9.2. Powers; Conduct of Business                                104
          9.3. Compliance with Laws, Etc.                                 104
          9.4.      Payment of Taxes and Claims                           105
          9.5.      Insurance                                             105
          9.6.     Inspection of Property; Books and Records; Discussions 105
          9.7.      ERISA Compliance                                      106
          9.8.      Maintenance of Property                               106
          9.9.      Hedging Requirements                                  107
          9.10.     Company Status                                        107
          9.11.     Ownership of Projects, Minority Holdings and Property 107

  ARTICLE XNEGATIVE COVENANTS                                             107
     10.1.  Indebtedness                                                  107
     10.2.  Sales of Assets                                               108
     10.3.  Liens                                                         108
     10.4.  Investments                                                   108
     10.5.  Conduct of Business                                           109
          10.6.     Transactions with Partners and
               Affiliates                                                 109
          10.7.     Restriction on Fundamental Changes                    110
          10.8.     Margin Regulations; Securities Laws                   110
          10.9.     ERISA                                                 110
          10.10.    Organizational Documents                              111
          10.11.    Fiscal Year                                           112
          10.12.    Other Financial Covenants                             112
          10.13.    Pro Forma Adjustments                                 113

  ARTICLE XIEVENTS OF DEFAULT; RIGHTS AND REMEDIES                        114
     11.1.  Events of Default                                             114
     11.2.  Rights and Remedies                                           120

  ARTICLE XIITHE AGENTS                                                   121
     12.1.  Appointment                                                   121
     12.2.  Nature of Duties                                              122
     12.3.  Right to Request Instructions                                 123
     12.4.  Reliance                                                      123
     12.5.  Indemnification                                               123
     12.6.  Agents Individually                                           124
     12.7.  Successor Agents                                              124
     12.8.  Relations Among the Lenders                                   125

  ARTICLE XIIIYIELD PROTECTION                                            126
     13.1.  Taxes                                                         126
     13.2.  Increased Capital                                             129
     13.3.  Changes; Legal Restrictions                                   129
     13.4.  Replacement of Certain Lenders                                130

  ARTICLE XIVTHE SDG REORGANIZATION TRANSACTIONS                          131
          14.1.     The SDG Reorganization Transactions                   131
          14.2.     Release of Simon Property
               Group, L.P.                                                132

  ARTICLE XVMISCELLANEOUS                                                 133
     15.1.  Assignments and Participations                                133
     15.2.  Expenses                                                      137
     15.3.  Indemnity                                                     138
     15.4.  Change in Accounting Principles                               140
     15.5.  Setoff                                                        140
     15.6.  Ratable Sharing                                               141
     15.7.  Amendments and Waivers                                        142
          15.8.     Notices                                               144
          15.9.     Survival of Warranties and
               Agreements                                                 145
          15.10.    Failure or Indulgence Not Waiver; Remedies Cumulative 145
          15.11.    Marshalling; Payments Set Aside                       145
          15.12.    Severability                                          146 
          15.13.    Headings                                              146
          15.14.    Governing Law                                         146
          15.15.    Limitation of Liability                               146
          15.16.    Successors and Assigns                                147
          15.17.    Certain Consents and Waivers of the Borrower          147
          15.18.    Counterparts; Effectiveness; Inconsistencies          148
          15.19.    Limitation on Agreements                              149
          15.20.    Confidentiality                                       149
          15.21.    Disclaimers                                           150  
          15.22.    No Bankruptcy Proceedings.                            150
          15.23.    Entire Agreement                                      151
          
<PAGE>
                        LIST OF EXHIBITS AND SCHEDULES

Exhibit A--         Form of Assignment and Acceptance
Exhibit B--         Form of Note
Exhibit B-1--       Form of Designated Bank Note
Exhibit C--         Form of Notice of Borrowing
Exhibit D--         Form of Notice of Conversion/Continuation
Exhibit E--         List of Closing Documents
Exhibit F--         Form of Officer's Certificate
Exhibit G--         Sample Calculations of Financial Covenants
Exhibit H--         Form of Money Market Quote Request
Exhibit I--         Form of Invitation for Money Market Quote
Exhibit J--         Form of Money Market Quote
Exhibit K--         Form of Designation Agreement

Schedule 1.1.4 --   Permitted Securities Options
Schedule 7.1-A --   Organizational Documents
Schedule 7.1-C --   Corporate Structure; Outstanding Capital Stock and
                    Partnership Interests; Partnership Agreement
Schedule 7.1-H --   Indebtedness for Borrowed Money; Contingent Obligations
Schedule 7.1-I --   Pending Actions
Schedule 7.1-P --   Environmental Matters
Schedule 7.1-Q --   ERISA Matters
Schedule 7.1-T --   Insurance Policies

<PAGE>


                          SECOND AMENDED AND RESTATED
                                CREDIT AGREEMENT

          This Second Amended and Restated Credit Agreement dated as of
December 22, 1997 (as amended, supplemented or modified from time to time, the
"Agreement") is entered into among SIMON PROPERTY GROUP, L.P., a Delaware
limited partnership ("SPGLP"), SIMON DeBARTOLO GROUP, L.P., a Delaware limited
partnership ("SDGLP"), the institutions from time to time a party hereto as
Lenders, whether by execution of this Agreement or an Assignment and Accep
tance, the institutions from time to time a party hereto as Co-Agents, whether
by execution of this Agreement or an Assignment and Acceptance, and UNION BANK
OF SWITZERLAND, NEW YORK BRANCH, as Arranger, MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, as Arranger, and THE CHASE MANHATTAN BANK, as Arranger.

R E C I T A L S

          WHEREAS, SPGLP, SDGLP, the Arrangers, the Co-Agents and certain of
the other Lenders entered into that certain Credit Agreement, dated as of
September 27, 1996, as amended by First Amendment to Credit Agreement, dated as
of April 14, 1997, and as amended and restated in its entirety pursuant to that
certain First Amended and Restated Credit Agreement, dated as of June 20, 1997
(as so amended and restated, the "Existing Credit Agreement"); and

          WHEREAS, the parties hereto have agreed to amend and restate the
terms and conditions contained in the Existing Credit Agreement in their entire
ty as hereinafter set forth.

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

          I.  The Existing Credit Agreement is hereby modified so that all of
the terms and conditions of the aforesaid Existing Credit Agreement shall be re
stated in their entirety as set forth herein, and the Borrower agrees to comply
with and be subject to all of the terms, covenants and conditions of this Agree
ment.
          II.  This Agreement shall be binding upon and inure to the benefit of
the parties hereto, and their respective successors and assigns, and shall be
deemed to be effective as of the date hereof.

          III.  Any reference in the Notes, any other Loan Document or any
other document executed in connection with this Agreement to the Existing
Credit Agreement shall be deemed to refer to this Agreement.


                                   ARTICLE I
                                  DEFINITIONS

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

          "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 fifteen percent (15.0%) 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.

          "Agent" means UBS in its capacity as Payment and Disbursement Agent,
each Arranger, each Co-Agent, and each successor agent appointed pursuant to
the terms of Article XII of this Agreement.

          "Agreement" is defined in the preamble hereto.

          "Annual EBITDA" means, with respect to any Project or Minority
Holding, as of the first day of each fiscal quarter for the immediately
preceding consecutive four fiscal quarters, an amount equal to (i) total reve
nues relating to such Project or Minority Holding for such period, less (ii)
total operating expenses relating to such Project or Minority Holding for such
period (it being understood that the foregoing calculation shall exclude non-
cash charges as determined in accordance with GAAP).  Each of the foregoing
amounts shall be determined by reference to the Borrower's Statement of
Operations for the applicable periods.  An example of the foregoing calculation
is set forth on Exhibit G hereto.

          "Applicable Lending Office" means, with respect to a particular
Lender, (i) its Eurodollar Lending Office in respect of provisions relating to
Eurodollar Rate Loans, (ii) its Domestic Lending Office in respect of provi
sions relating to Base Rate Loans and (iii) its Money Market Lending Office in
respect of provisions relating to Money Market Loans.

          "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 following tables.
Any change in the Applicable Margin shall be effective immediately as of the
date on which any of the rating agencies announces a change in the Borrower's
Credit Rating or the date on which the Borrower has no Credit Rating, whichever
is applicable.

The Applicable Margin, from time to time, depending on Borrower's Credit Rating
shall be as follows:

Range of Borrower's      Applicable Margin for        Applicable Margin for
Credit Rating            Eurodollar Rate Loans        Base Rate
S&P/Moody's              and IBOR Rate Loans          Loans   
(Ratings)                (% per annum)                (% per annum)    
below BBB-/Baa3          1.350%                       0.00%
BBB-/Baa3                0.900%                       0.00%
BBB/Baa2                 0.750%                       0.00%
BBB+/Baa1                0.650%                       0.00%
A-/A3                    0.500%                       0.00%

If at any time the Borrower has a Credit Rating by both Moody's and S&P
which Credit Ratings are split, then:    if the difference between such
Credit Ratings is one ratings category (e.g. Baa2 by Moody's and BBB- by
S&P), the Applicable Margin shall be the rate per annum that would be
applicable if the highest of the Credit Ratings were used; and  if the
difference between such Credit Ratings is two ratings category (e.g. Baa1
by Moody's and BBB- by S&P), the Applicable Margin shall be the rate per
annum that would be applicable if the median of the applicable Credit Rat
ings is used.  The Borrower's "Credit Rating" shall be deemed to be the
higher of (i) the Credit Rating (if any) of SPGLP and (ii) the Credit
Rating (if any) of SDGLP; provided that, in the event that the Credit Ratings 
of either entity from Moody's or S&P are split, such entity's Credit
Rating shall be calculated as set forth above.

          "Arrangers" means UBS, MGT and Chase and each successor Arranger
appointed pursuant to the terms of Article XII of this Agreement.

          "Assignment and Acceptance" means an Assignment and Acceptance in
substantially the form of Exhibit A attached hereto and made a part hereof
(with blanks appropriately completed) delivered to the Payment and Disbursement
Agent in connection with an assignment of a Lender's interest under this
Agreement in accordance with the provisions of Section 15.1.

          "Authorized Financial Officer" means a chief executive officer, chief
financial officer, treasurer or other qualified senior officer acceptable to
the Payment and Disbursement Agent.

          "Base Eurodollar Rate" means, with respect to any Eurodollar Interest
Period applicable to a Borrowing of Eurodollar Rate Loans, an interest rate per
annum determined by the Payment and Disbursement Agent to be the rate per annum
at which deposits in Dollars are offered by the principal office of the Refer
ence Bank in London, England to major banks in the London interbank market at
approximately 11:00 a.m. (London time) on the Eurodollar Interest Rate Deter
mination Date for such Eurodollar Interest Period for a period equal to such
Eurodollar Interest Period and in an amount substantially equal to the amount
of the Eurodollar Rate Loan.

          "Base Rate" means, for any period, a fluctuating interest rate per
annum as shall be in effect from time to time, which rate per annum shall at
all times be equal to the higher of:

      (i)  the rate of interest announced publicly by UBS in New York, New
York from time to time, as UBS's prime rate; and

      (ii) the sum of (A) one-half of one percent (0.50%) per annum plus (B)
the Federal Funds Rate in effect from time to time during such period.

            "Base Rate Loan" means (i) a Committed Loan which bears interest 
at a rate determined by reference to the Base Rate and the Applicable Margin as
provided in Section 5.1(a) or (ii) an overdue amount which was a Base Rate Loan
immediately before it became due.

          "Borrower" means (i) each of SPGLP and SDGLP, jointly and severally,
or (ii) in the event that SPGLP is released pursuant to Section 14.2 hereof,
SDGLP. For purposes of this Agreement, where action is required or contemplated
to be taken hereunder by the "Borrower," "Borrower" shall mean both of SPGLP
and SDGLP, unless SPGLP is released pursuant to Section 14.2 hereof, in which
case "Borrower" shall mean SDGLP.

          "Borrower Partnership Agreement" means the SDGLP Partnership
Agreement and the SPGLP Partnership Agreement, as such agreements may be
amended, restated, modified or supplemented from time to time with the consent
of the Payment and Disbursement Agent or as permitted under Section 10.10.

          "Borrowing" means a borrowing consisting of Loans of the same type
made, continued or converted on the same day.

          "Business Activity Report" means (i) an Indiana Business Activity
Report from the Indiana Department of Revenue, Compliance Division, or (ii) a
Notice of Business Activities Report from the State of New Jersey Division of
Taxation, (iii) a Minnesota Business Activity Report from the Minnesota
Department of Revenue, or (iv) a similar report to those referred to in clauses
(i) through (iii) hereof with respect to any jurisdiction where the failure to
file such report would have a Material Adverse Effect.

          "Business Day" means a day, in the applicable local time, which is
not a Saturday or Sunday or a legal holiday and on which banks are not required
or permitted by law or other governmental action to close (i) in New York, New
York and (ii) in the case of Eurodollar Rate Loans, in London, England and/or
New York, New York and (iii) in the case of Letter of Credit transactions for a
particular Lender, in the place where its office for issuance or administration
of the pertinent Letter of Credit is located and/or New York, New York.

          "Capital Expenditures" means, for any period, the aggregate of all
expenditures (whether payable in cash or other Property or accrued as a
liability (but without duplication)) during such period that, in conformity
with GAAP, are required to be included in or reflected by the Company's, the
Borrower's or any of their Subsidiaries' fixed asset accounts as reflected in
any of their respective balance sheets; provided, however, (i) Capital
Expenditures shall include, whether or not such a designation would be in
conformity with GAAP, (a) that portion of Capital Leases which is capitalized
on the consolidated balance sheet of the Company, the Borrower and their Sub
sidiaries and (b) expenditures for Equipment which is purchased simultaneously
with the trade-in of existing Equipment owned by either General Partner, the
Borrower or any of their Subsidiaries, to the extent the gross purchase price
of the purchased Equipment exceeds the book value of the Equipment being traded
in at such time; and (ii) Capital Expenditures shall exclude, whether or not
such a designation would be in conformity with GAAP, expenditures made in con
nection with the restoration of Property, to the extent reimbursed or financed
from insurance or condemnation proceeds.

          "Capitalization Value" means the sum of (i) Combined EBITDA
capitalized at an annual interest rate equal to 8.25%, and (ii) Cash and Cash
Equivalents, and (iii) Construction Asset Cost.

          "Capital Lease" means any lease of any property (whether real,
personal or mixed) by a Person as lessee which, in conformity with GAAP, is
accounted for as a capital lease on the balance sheet of that Person.

          "Capital Stock" means, with respect to any Person, any capital stock
of such Person, regardless of class or designation, and all warrants, options,
purchase rights, conversion or exchange rights, voting rights, calls or claims
of any character with respect thereto.

          "Cash and Cash Equivalents" means (i) cash, (ii) marketable direct
obligations issued or unconditionally guaranteed by the United States govern
ment and backed by the full faith and credit of the United States government;
and (iii) domestic and Eurodollar certificates of deposit and time deposits,
bankers' acceptances and floating rate certificates of deposit issued by any
commercial bank organized under the laws of the United States, any state there
of, the District of Columbia, any foreign bank, or its branches or agencies
(fully protected against currency fluctuations), which, at the time of
acquisition, are rated A-1 (or better) by Standard & Poor's Corporation or P-1
(or better) by Moody's Investors Services, Inc.; provided that the maturities
of such Cash and Cash Equivalents shall not exceed one year.

          "Cash Interest Expense" means, for any period, total interest
expense, whether paid or accrued, but without duplication, (including the
interest component of Capital Leases) of the Borrower, which is payable in
cash, all as determined in conformity with GAAP.

          "CERCLA" means the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, 42 U.S.C.  9601 et seq., any amendments thereto,
any successor statutes, and any regulations or guidance promulgated thereunder.

          "Chase" means The Chase Manhattan Bank.

          "Claim" means any claim or demand, by any Person, of whatsoever kind
or nature for any alleged Liabilities and Costs, whether based in contract,
tort, implied or express warranty, strict liability, criminal or civil statute,
Permit, ordinance or regulation, common law or otherwise.

          "Closing Date" means December 22, 1997.

          "Co-Agents" means the Arrangers, Dresdner Bank AG, New York and Grand
Cayman Branches, The First National Bank of Chicago, NationsBank of Texas,
N.A., and Bayerische Hypotheken- und Wechsel-Bank Aktiengesellschaft, acting
through its New York Branch.

          "Combined Debt Service" means, for any period, the sum of (i)
regularly scheduled payments of principal and interest of the Consolidated
Businesses paid during such period and (ii) the portion of the regularly sched
uled payments of principal and interest of Minority Holdings allocable to the
Borrower in accordance with GAAP, paid during such period, in each case includ
ing participating interest expense and excluding balloon payments of principal
and extraordinary interest payments and net of amortization of deferred costs
associated with new financings or refinancings of existing Indebtedness.

          "Combined EBITDA" means the sum of (i) 100% of the Annual EBITDA from
the Consolidated Businesses; and (ii) the portion of the Annual EBITDA of the
Minority Holdings allocable to the Borrower in accordance with GAAP; and (iii)
for so long as the Borrower owns a majority economic interest in the Management
Company, 100% of the Borrower's share of the actual Annual EBITDA of the Manage
ment Company; provided, however that the Borrower's share of the Annual EBITDA
of the Management Company shall in no event constitute in excess of five
percent (5%) of Combined EBITDA. For purposes of newly opened Projects which
are no longer capitalized, the Annual EBITDA shall be based upon twelve-month
projections of contractual rental revenues multiplied by the EBITDA profit
margin of the Borrower property type (i.e. regional mall or community center)
as such profit margin is reported in the most recently published annual report
or 10-K for the Company, until such time as actual performance data for a
twelve-month period is available.

          "Combined Equity Value" means Capitalization Value minus Total A
djusted Outstanding Indebtedness.

          "Combined Interest Expense" means, for any period, the sum of (i)
interest expense of the Consolidated Businesses paid during such period and
(ii) interest expense of the Consolidated Businesses accrued for such period
and (iii) the portion of the interest expense of Minority Holdings allocable to
the Borrower in accordance with GAAP and paid during such period and (iv) the
portion of the interest expense of Minority Holdings allocable to the Borrower
in accordance with GAAP and accrued for such period, in each case including par
ticipating interest expense but excluding extraordinary interest expense, and
net of amortization of deferred costs associated with new financings or
refinancings of existing Indebtedness.

          "Commercial Letter of Credit" means any documentary letter of credit
issued by an Issuing Bank pursuant to Section 3.1 for the account of the Borrow
er, which is drawable upon presentation of documents evidencing the sale or
shipment of goods purchased by the Borrower in the ordinary course of its busi
ness.

          "Commission" means the Securities and Exchange Commission and any
Person succeeding to the functions thereof.

          "Committed Loan" means a Loan made by a Lender pursuant to Section
2.1; provided that, if any such Loan or Loans (or portions thereof) are
combined or subdivided pursuant to a Notice of Conversion/Continuation, 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.

          "Company" means Simon DeBartolo Group, Inc., a Maryland corporation.

          "Compliance Certificate" is defined in Section 8.2(b).

          "Consolidated" means consolidated, in accordance with GAAP.

          "Consolidated Businesses" means the General Partners, the Borrower
and their wholly-owned Subsidiaries.

          "Construction Asset Cost" means, with respect to Property on which
construction of improvements has commenced (such commencement evidenced by
foundation excavation) but has not yet been completed (as such completion shall
be evidenced by such Property being opened for business to the general public),
the aggregate sums expended on the construction of such improvements (including
land acquisition costs).

          "Contaminant" means any waste, pollutant, hazardous substance, toxic
substance, hazardous waste, special waste, petroleum or petroleum-derived
substance or waste, radioactive materials, asbestos (in any form or condition),
polychlorinated biphenyls (PCBs), or any constituent of any such substance or
waste, and includes, but is not limited to, these terms as defined in federal,
state or local laws or regulations.
          "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, and (ii) any obligation
required to be disclosed in the footnotes to such Person's financial statements
in accordance with GAAP, 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 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), calculat
ed at the interest rate applicable to such Indebtedness, 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 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 the applicable Borrower required to be
delivered pursuant hereto.  Notwithstanding anything contained herein to the
contrary, guarantees of completion shall not be deemed to be Contingent Obliga
tions unless and until a claim for payment has been made thereunder, at which
time any such guaranty of completion shall be deemed to be a Contingent Obliga
tion 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 the applicable Borrower), the amount of the guaranty shall be
deemed to be 100% thereof unless and only to the extent that (X) such other
Person has delivered Cash or Cash Equivalents to secure all or any part of such
Person's guaranteed obligations or (Y) such other Person holds an Investment
Grade Credit Rating from either Moody's or S&P, and (ii) in the case of a guar
anty, (whether or not joint and several) of an obligation otherwise consti
tuting Debt 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.  Notwithstanding anything contained herein to the
contrary, "Contingent Obligations" shall not be deemed to include guarantees of
loan commitments or of construction loans to the extent the same have not been
drawn.

          "Contractual Obligation", as applied to any Person, means any
provision of any Securities issued by that Person or any indenture, mortgage,
deed of trust, security agreement, pledge agreement, guaranty, contract,
undertaking, agreement or instrument to which that Person is a party or by
which it or any of its properties is bound, or to which it or any of its
properties is subject.

          "Credit Rating" means the publicly announced rating of a Person given
by Moody's or S&P.

          "Cure Loans" is defined in Section 4.2(b)(v)(C).

          "Customary Permitted Liens" means

        (i)  Liens (other than Environmental Liens and Liens in favor of
     the PBGC) with respect to the payment of taxes, assessments or
     governmental charges in all cases which are not yet due or which are
     being contested in good faith by appropriate proceedings in
     accordance with Section 9.4 and with respect to which adequate
     reserves or other appropriate provisions are being maintained in
     accordance with GAAP;
     
       (ii) statutory Liens of landlords against any Property of the Borrower
     or any of its Subsidiaries and Liens against any Property of the Borrower
     or any of its Subsidiaries in favor of suppliers, mechanics, carriers,
     materialmen, warehousemen or workmen and other Liens against any Property
     of the Borrower or any of its Subsidiaries imposed by law created in the
     ordinary course of business for amounts which, if not resolved in favor of
     the Borrower or such Subsidiary, could not result in a Material Adverse
     Effect;

      (iii)  Liens (other than any Lien in favor of the PBGC) incurred or
     deposits made in the ordinary course of business in connection with
     worker's compensation, unemployment insurance or other types of
     social security benefits or to secure the performance of bids,
     tenders, sales, contracts (other than for the repayment of borrowed
     money), surety, appeal and performance bonds; provided that (A) all
     such Liens do not in the aggregate materially detract from the value
     of the Borrower's or such Subsidiary's assets or Property or
     materially impair the use thereof in the operation of their
     respective businesses, and (B) all Liens of attachment or judgment
     and Liens securing bonds to stay judgments or in connection with
     appeals do not secure at any time an aggregate amount of recourse
     Indebtedness exceeding $10,000,000; and

     (iv)   Liens against any Property of the Borrower or any Subsidiary
     of the Borrower arising with respect to zoning restrictions,
     easements, licenses, reservations, covenants, rights-of-way, utility
     easements, building restrictions and other similar charges or encum
     brances on the use of Real Property which do not interfere with the
     ordinary conduct of the business of the Borrower or any of its Subsid
     iaries to the extent it could not result in a Material Adverse
     Effect.

          "Debt Yield" is defined in Section 10.12(d).
          "Designated Bank" means a special purpose corporation that (i) shall
have become a party to this Agreement pursuant to Section 15.1(f), and (ii) is
not otherwise a Lender.

          "Designated Bank Notes" means promissory notes of the Borrower,
substantially in the form of Exhibit B-1 hereto, evidencing the obligation of
the Borrower to repay Money Market Loans made by Designated Banks, as the same
may be amended, supplemented, modified or restated from time to time, and
"Designated Bank Note" means any one of such promissory notes issued under
Section 15.1(f) hereof.

          "Designating Lender" shall have the meaning set forth in Section
15.1(f) hereof.

          "Designation Agreement" means a designation agreement in
substantially the form of Exhibit K attached hereto, entered into by a Lender
and a Designated Bank and accepted by the Payment and Disbursement Agent.

          "Designee Lender" is defined in Section 13.4.

          "DOL" means the United States Department of Labor and any Person
succeeding to the functions thereof.

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

          "Domestic Lending Office" means, with respect to any Lender, such
Lender's office, located in the United States, specified as the "Domestic Lend
ing Office" under its name on the signature pages hereof or on the Assignment
and Acceptance by which it became a Lender or such other United States office
of such Lender as it may from time to time specify by written notice to the Bor
rower and the Payment and Disbursement Agent.

          "Eligible Assignee" means (i) a Lender or any Affiliate thereof;
(ii) a commercial bank having total assets in excess of $2,500,000,000;
(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 reasonably acceptable to the Payment and Disbursement
Agent, which is regularly engaged in making, purchasing or investing in loans
and having total assets in excess of $300,000,000 or is otherwise reasonably
acceptable to the Payment and Disbursement Agent.

          "Environmental, Health or Safety Requirements of Law" means all
Requirements of Law derived from or relating to any  federal, state or local
law, ordinance, rule, regulation, Permit, license or other binding deter
mination of any Governmental Authority relating to, imposing liability or
standards concerning, or otherwise addressing the environment, health and/or
safety, including, but not limited to the Clean Air Act, the Clean Water Act,
CERCLA, RCRA, any so-called "Superfund" or "Superlien" law, the Toxic Sub
stances Control Act and OSHA, and public health codes, each as from time to
time in effect.

          "Environmental Lien" means a Lien in favor of any Governmental
Authority for any (i) liabilities under any Environmental, Health or Safety
Requirement of Law, or (ii) damages arising from, or costs incurred by such
Governmental Authority in response to, a Release or threatened Release of a Con
taminant into the environment.

          "Environmental Property Transfer Act"  means any applicable
Requirement of Law that conditions, restricts, prohibits or requires any
notification or disclosure triggered by the transfer, sale, lease or closure of
any Property or deed or title for any Property for environmental reasons,
including, but not limited to, any so-called "Environmental Cleanup
Responsibility Act" or "Responsible Property Transfer Act".

          "Equipment" means equipment used in connection with the maintenance
of Projects and Properties.

          "ERISA" means the Employee Retirement Income Security Act of 1974, 29
U.S.C.  1000 et seq., any amendments thereto, any successor statutes, and any
regulations or guidance promulgated thereunder.

          "ERISA Affiliate" means (i) any corporation which is a member of the
same controlled group of corporations (within the meaning of Section 414(b) of
the Internal Revenue Code) as the Borrower; (ii) a partnership or other trade
or business (whether or not incorporated) which is under common control (within
the meaning of Section 414(c) of the Internal Revenue Code) with the Borrower;
and (iii) a member of the same affiliated service group (within the meaning of
Section 414(m) of the Internal Revenue Code) as the Borrower, any corporation
described in clause (i) above or any partnership or trade or business described
in clause (ii) above.

          "ERISA Termination Event" means (i) a Reportable Event with respect
to any Benefit Plan; (ii) the withdrawal of the Borrower or any ERISA Affiliate
from a Benefit Plan during a plan year in which the Borrower or such ERISA
Affiliate was a "substantial employer" as defined in Section 4001(a)(2) of
ERISA or the cessation of operations which results in the termination of employ
ment of 20% of Benefit Plan participants who are employees of the Borrower or
any ERISA Affiliate; (iii) the imposition of an obligation on the Borrower or
any ERISA Affiliate under Section 4041 of ERISA to provide affected parties
written notice of intent to terminate a Benefit Plan in a distress termination
described in Section 4041(c) of ERISA; (iv) the institution by the PBGC of
proceedings to terminate a Benefit Plan; (v) any event or condition which might
constitute grounds under Section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, any Benefit Plan; or (vi) the partial
or complete withdrawal of the Borrower or any ERISA Affiliate from a
Multiemployer Plan.

          "Eurodollar Affiliate" means, with respect to each Lender, the
Affiliate of such Lender (if any) set forth below such Lender's name under the
heading "Eurodollar Affiliate" on the signature pages hereof or on the Assign
ment and Acceptance by which it became a Lender or such Affiliate of a Lender
as it may from time to time specify by written notice to the Borrower and the
Payment and Disbursement Agent.

          "Eurodollar Interest Period" is defined in Section 5.2(b)(i).

          "Eurodollar Interest Rate Determination Date" is defined in Section
5.2(c)(i).

          "Eurodollar Lending Office" means, with respect to any Lender, such
Lender's office (if any) specified as the "Eurodollar Lending Office" under its
name on the signature pages hereof or on the Assignment and Acceptance by which
it became a Lender or such other office or offices of such Lender as it may
from time to time specify by written notice to the Borrower and the Payment and
Disbursement Agent.
          "Eurodollar Money Market Loan" means a Loan to be made by a Lender
pursuant to a LIBOR Auction (including such a Loan bearing interest at the Base
Rate pursuant to Section 5.2).

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

          "Eurodollar Rate Loan" means (i) a Committed Loan which bears
interest at a rate determined by reference to the Eurodollar Rate and the
Applicable Margin for Eurodollar Rate Loans, as provided in Section 5.1(a) or
(ii) an overdue amount which was a Eurodollar Rate Loan immediately before it
became due.

          "Eurodollar Reserve Percentage" means, for any day, that percentage
which is in effect on such day, as prescribed by the Federal Reserve Board for
determining the maximum reserve requirement (including, without limitation, any
emergency, supplemental or other marginal reserve requirement) for a member
bank of the Federal Reserve System in New York, New York with deposits ex
ceeding 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 Eurodollar Rate 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" means any of the occurrences set forth in Section
11.1 after the expiration of any applicable grace period and the giving of any
applicable notice, in each case as expressly provided in Section 11.1.

          "Existing Credit Agreement" is defined in the Recitals.

          "Existing UBS Credit Agreement" means that certain Credit Agreement,
dated as of September 26, 1997, by and among SPGLP, SDGLP and UBS.
          "Extension Fee" means an amount equal to ten (10) basis points on the
Maximum Revolving Credit Amount.

          "Extension Notice" is defined in Section 2.5.

          "Extension Option" is defined in Section 2.5.

          "Facility Fee" is defined in Section 5.3(a).

          "Facility Fee Percentage" means the applicable percentage per annum
determined, at any time, based on the range into which Borrower's Credit Rating
(if any) then falls, in accordance with the following tables.  Any change in
the Facility Fee Percentage shall be effective immediately as of the date on
which any of the rating agencies announces a change in the Borrower's Credit
Rating or the date on which the Borrower has no Credit Rating, whichever is
applicable.  The Facility Fee shall not be payable during the time, from time
to time, that the Borrower does not maintain an Investment Grade Credit Rating.

          The Facility Fee Percentage during the time, from time to time, that
the Borrower maintains an Investment Grade Credit Rating by either Moody's or
S&P shall be as follows:

     Range of Borrower's          Percentage of
     Credit Rating                Maximum Revolving
     S&P/Moody's Ratings          Credit Commitments
     BBB-/Baa3                     0.20%
     BBB/Baa2                      0.20%
     BBB+/Baa1                     0.15%
     A-/A3                         0.15%

          If at any time the Borrower has a Credit Rating by both Moody's and
     S&P which Credit Ratings are split, then:   if the difference between such
     Credit Ratings is one ratings category (e.g. Baa2 by Moody's and BBB- by
     S&P), the Facility Fee Percentage shall be the rate per annum that would
     be applicable if the highest of the Credit Ratings were used; and  if the
     difference between such Credit Ratings is two ratings category (e.g. Baa1
     by Moody's and BBB- by S&P), the Facility Fee Percentage shall be the rate
     per annum that would be applicable if the median of the applicable Credit
     Ratings is used.  The Borrower's "Credit Rating" shall be deemed to be the
     higher of (i) the Credit Rating (if any) of SPGLP and (ii) the Credit
     Rating (if any) of SDGLP; provided that, in the event that the Credit Rat
     ings of either entity from Moody's or S&P are split, such entity's Credit
     Rating shall be calculated as set forth above.

          "Federal Funds Rate" means, for any period, a fluctuating interest
rate per annum equal for each day during such period to the weighted average of
the rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, as published for such day
(or, if such day is not a Business Day in New York, New York, for the next
preceding Business Day) in New York, New York by the Federal Reserve Bank of
New York, or if such rate is not so published for any day which is a Business
Day in New York, New York, the average of the quotations for such day on
transactions by the Reference Bank, as determined by the Payment and
Disbursement Agent.

          "Federal Reserve Board" means the Board of Governors of the Federal
Reserve System or any Governmental Authority succeeding to its functions.

          "Financial Statements" means (i) quarterly and annual consolidated
statements of income and retained earnings, statements of cash flow, and
balance sheets, (ii) such other financial statements as any General Partner
shall routinely and regularly prepare on a quarterly or annual basis, and (iii)
such other financial statements of the Consolidated Businesses or Minority
Holdings as the Arrangers or the Requisite Lenders may from time to time reason
ably specify; provided, however, that the Financial Statements referenced in
clauses (i) and (ii) above shall be prepared in form satisfactory to the
Payment and Disbursement Agent.

          "Fiscal Year" means the fiscal year of the Company and the Borrower
for accounting and tax purposes, which shall be the 12-month period ending on
December 31 of each calendar year.

          "Funding Date" means, with respect to any Loan, the date of funding
of such Loan.

          "GAAP" means generally accepted accounting principles set forth in
the opinions and pronouncements of the American Institute of Certified Public
Accountants' Accounting Principles Board and Financial Accounting Standards
Board or in such other statements by such other entity as may be in general use
by significant segments of the accounting profession as in effect on the
Closing Date (unless otherwise specified herein as in effect on another date or
dates).

          "General Partner" or "General Partners" means the Company and SD and
any successor general partner(s) of the Borrower.

          "Governmental Approval" means all right, title  and interest in any
existing or future certificates, licenses, permits, variances, authorizations
and approvals issued by any Governmental Authority having jurisdiction with
respect to any Project.

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

          "Holder" means any Person entitled to enforce any of the Obligations,
whether or not such Person holds any evidence of Indebtedness, including,
without limitation, the Payment and Disbursement Agent, each Arranger, and each
other Lender.

          "IBOR Auction" means a solicitation of Money Market Quotes setting
forth Money Market Margins based on the IBOR Rate pursuant to Section 2.2.;
provided, however, that no IBOR Auction shall occur during any IBOR Black-Out
Period.

          "IBOR Black-Out Period" means the calendar days during each calendar
year commencing on March 15 through and including March 31 and commencing on
December 15 through and including December 31.

          "IBOR Interest Period" is defined in Section 5.2 (b)(v).

          "IBOR Interest Rate Determination Date" is defined in Section 5.2
(c)(ii).

          "IBOR Money Market Loan" means a Loan to be made by a Lender pursuant
to an IBOR Auction (including such a Loan bearing interest at the Base Rate
pursuant to Section 5.2).

          "IBOR Rate" means, for each IBOR Interest Period, a rate of interest
per annum equal to the arithmetic average (rounded to the nearest 0.01%) of the
rates at which deposits in Dollars in the approximate amount of the relevant
Loan and having a maturity nearest to the applicable IBOR Interest Period are
offered by the IBOR Reference Banks to major banks in Dollars, as determined on
the applicable IBOR Interest Rate Determination Date.

          "IBOR Rate Loan" means (i) a Committed Loan which bears interest at a
rate determined by reference to the IBOR Rate and the Applicable Margin for
IBOR Rate Loans, as provided in Section 5.1(a) or (ii) an overdue amount which
was an IBOR Rate Loan immediately before it became due.

          "IBOR Reference Banks" means, as of the Closing Date, each of the
Arrangers, Dresdner Bank AG, The Sumitomo Bank, Limited, and thereafter any
Lender designated by the Payment and Disbursement Agent.

          "Improvements" means all buildings, fixtures, structures, parking
areas, landscaping and all other improvements whether existing now or hereafter
constructed, together with all machinery and mechanical, electrical, HVAC and
plumbing systems presently located thereon and used in the operation thereof,
excluding (a) any such items owned by utility service providers, (b) any such
items owned by tenants or other third-parties unaffiliated with the Borrower
and (c) any items of personal property.

          "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; (c) all indebted
ness, 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
occurrence of any contingency or otherwise) to mandatory redemption; and (e)
all contingent Contractual Obligations with respect to any of the foregoing.

          "Indemnified Matters" is defined in Section 15.3.

          "Indemnitees" is defined in Section 15.3.

          "Initial Funding Date" means the date on or after December 22, 1997,
on which all of the conditions described in Section 6.1 have been satisfied (or
waived) in a manner satisfactory to the Payment and Disbursement Agent and the
Lenders and on which the initial Loans under this Agreement are made by the
Lenders to the Borrower.

          "Interest Period" is defined in Section 5.2(b).

          "Interest Rate Hedges" is defined in Section 9.9.

          "Internal Revenue Code" means the Internal Revenue Code of 1986, as
amended to the date hereof and from time to time hereafter, any successor
statute and any regulations or guidance promulgated thereunder.

          "Investment" means, with respect to any Person, (i) any purchase or
other acquisition by that Person of Securities, or of a beneficial interest in
Securities, issued by any other Person, (ii) any purchase by that Person of all
or substantially all of the assets of a business conducted by another Person,
and (iii) any loan, advance (other than deposits with financial institutions
available for withdrawal on demand, prepaid expenses, accounts receivable,
advances to employees and similar items made or incurred in the ordinary course
of business) or capital contribution by that Person to any other Person,
including all Indebtedness to such Person arising from a sale of property by
such Person other than in the ordinary course of its business.  The amount of
any Investment shall be the original cost of such Investment, plus the cost of
all additions thereto less the amount of any return of capital or principal to
the extent such return is in cash with respect to such Investment without any
adjustments for increases or decreases in value or write-ups, write-downs or
write-offs with respect to such Investment.

          "Investment Grade" means (i) with respect to Moody's a Credit Rating
of Baa3 or higher and (ii) with respect to S&P, a Credit Rating of BBB- or
higher.

          "Investment Grade Credit Rating" means (i) a Credit Rating of Baa3 or
higher given by Moody's or (ii) a Credit Rating of BBB- or higher given by S&P.

          "IRS" means the Internal Revenue Service and any Person succeeding to
the functions thereof.

          "Issuing Bank" is defined in Section 3.1.

          "knowledge" with reference to any General Partner, the Borrower or
any Subsidiary of the Borrower, means the actual knowledge of such Person after
reasonable inquiry (which reasonable inquiry shall include, without limitation,
interviewing and questioning such other Persons as such General Partner, the
Borrower or such Subsidiary of the Borrower, as applicable, deems reasonably
necessary).

          "Lease" means a lease, license, concession agreement or other
agreement providing for the use or occupancy of any portion of any Project,
including all amendments, supplements, modifications and assignments thereof
and all side letters or side agreements relating thereto.

          "Lender" means (i) each of the Arrangers, the Co-Agents, and each
financial institution a signatory hereto as a Lender as of the Closing Date
and, at any other given time, each financial institution which is a party
hereto as a Arranger, Co-Agent or Lender, whether as a signatory hereto or
pursuant to an Assignment and Acceptance, and regardless of the capacity in
which such entity is acting (i.e. whether as Payment and Disbursement Agent,
Arranger, Co-Agent or Lender) and (ii) each Designated Bank; provided, however,
that the term "Lender" shall exclude each Designated Bank 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
Bank for all other purposes hereunder (including, without limitation, for
purposes of Section 13.4 hereof) except that any Designated Bank which funds a
Money Market Loan shall, subject to Section 15.1(f), have the rights (includ
ing, without limitation, the rights given to a Lender contained in Section 15.2
and otherwise in Article XV) and obligations of a Lender associated with
holding such Money Market Loan.

          "Letter of Credit" means any Commercial Letter of Credit or Standby
Letter of Credit.

          "Letter of Credit Obligations" means, at any particular time, the sum
of (i) all outstanding Reimbursement Obligations, and (ii) the aggregate
undrawn face amount of all outstanding Letters of Credit, and (iii) the aggre
gate face amount of all Letters of Credit requested by the Borrower but not yet
issued.

          "Letter of Credit Reimbursement Agreement" means, with respect to a
Letter of Credit, such form of application therefor and form of reimbursement
agreement therefor (whether in a single or several documents, taken together)
as an Issuing Bank may employ in the ordinary course of business for its own ac
count, with such modifications thereto as may be agreed upon by such Issuing
Bank and the Borrower and as are not materially adverse (in the judgment of
such Issuing Bank and the Payment and Disbursement Agent) to the interests of
the Lenders; provided, however, in the event of any conflict between the terms
of any Letter of Credit Reimbursement Agreement and this Agreement, the terms
of this Agreement shall control.

          "Liabilities and Costs" means all liabilities, obligations,
responsibilities, losses, damages, personal injury, death, punitive damages,
economic damages, consequential damages, treble damages, intentional, willful
or wanton injury, damage or threat to the environment, natural resources or
public health or welfare, costs and expenses (including, without limitation,
attorney, expert and consulting fees and costs of investigation, feasibility or
Remedial Action studies), fines, penalties and monetary sanctions, interest,
direct or indirect, known or unknown, absolute or contingent, past, present or
future.

          "LIBOR Auction" means a solicitation of Money Market Quotes setting
forth Money Market Margins based on the Eurodollar Rate pursuant to Section
2.2.

          "Lien" means any mortgage, deed of trust, pledge, hypothecation,
assignment, conditional sale agreement, deposit arrangement, security interest,
encumbrance, lien (statutory or other and including, without limitation, any
Environmental Lien), preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever in respect of any
property of a Person, whether granted voluntarily or imposed by law, and
includes the interest of a lessor under a Capital Lease or under any financing
lease having substantially the same economic effect as any of the foregoing and
the filing of any financing statement or similar notice (other than a financing
statement filed by a "true" lessor pursuant to  9-408 of the Uniform Commer
cial Code), naming the owner of such property as debtor, under the Uniform
Commercial Code or other comparable law of any jurisdiction.

          "Limited Minority Holdings" means Minority Holdings in which (i)
Borrower has a less than fifty percent (50%) ownership interest and (ii)
neither the Borrower nor the Company controls the management of such Minority
Holdings, whether as the general partner or managing member of such Minority
Holding, or otherwise. As used in this definition only, the term "control"
shall mean the authority to make major management decisions or the management
of day-to-day operations of such entity and shall include instances in which
the Management Company manages the day-to-day leasing, management, control or
development of the Properties of such Minority Interest pursuant to the terms
of a management agreement.

          "Limited Partners" means those Persons who from time to time are
limited partners of the Borrower; and "Limited Partner" means each of the
Limited Partners, individually.

          "Loan Account" is defined in Section 4.3(b).

          "Loan Documents" means this Agreement, the Notes and all other
instruments, agreements and written Contractual Obligations between the
Borrower and any of the Lenders pursuant to or in connection with the transac
tions contemplated hereby.

          "Loans" means Committed Loans and Money Market Loans.

          "Management Company" means, collectively, (i) M.S. Management Associ
ates, Inc., a Delaware corporation and its wholly-owned or controlled
Subsidiaries and (ii) such other property management companies controlled
(directly or indirectly) by the Company for which the Borrower has previously
provided the Payment and Disbursement Agent with: (1) notice of such property
management company, and (2) evidence reasonably satisfactory to the Payment and
Disbursement Agent that such property management company is controlled (direct
ly or indirectly) by the Company.

          "Margin Stock" means "margin stock" as such term is defined in
Regulation U and Regulation G.

          "Material Adverse Effect" means a material adverse effect upon (i)
the financial condition or assets of the Borrower and its Subsidiaries taken as
a whole, (ii) the ability of the Borrower to perform its obligations under the
Loan Documents, or (iii) the ability of the Lenders or the Payment and
Disbursement Agent to enforce any of the Loan Documents.

          "Maximum Revolving Credit Amount" means, at any particular time, the
Revolving Credit Commitments at such time.

          "Merger" is defined in Section 14.1.

          "MGT" means Morgan Guaranty Trust Company of New York.

          "MIS" means a computerized management information system for
recording and maintenance of information regarding purchases, sales, aging,
categorization, and locations of Properties, creation and aging of receivables,
and accounts payable (including agings thereof).

          "Minority Holdings"  means partnerships, joint ventures and corpo
rations held or owned by the Borrower or a General Partner which are not wholly-
owned by the Borrower or a General Partner.

          "Money Market Lender" means, as to each Money Market Loan, the Lender
funding such Money Market Loan.

          "Money Market Lending Office" means, as to each Lender, its Domestic
Lending Office or such other office, branch or affiliate of such Lender as it
may hereafter designate as its Money Market Lending Office by notice to the
Borrower and the Payment and Disbursement Agent.

          "Money Market Loan" means a loan to be made by a Lender pursuant to a
LIBOR Auction or an IBOR Auction (including such a loan bearing interest at the
Base Rate pursuant to Section 5.2).

          "Money Market Margin" has the meaning set forth in Section 2.2.

          "Money Market Quote" means an offer by a Lender to make a Money
Market Loan in accordance with Section 2.2.

          "Money Market Rate" has the meaning set forth in Section 2.2.

          "Moody's" means Moody's Investor Services, Inc.

          "Multiemployer Plan" means a "multiemployer plan" as defined in
Section 4001(a)(3) of ERISA which is, or within the immediately preceding six
(6) years was, contributed to by either the Borrower or any ERISA Affiliate or
in respect of which the Borrower or any ERISA Affiliate has assumed any
liability.

          "Non Pro Rata Loan" is defined in Section 4.2 (b)(v).

          "Note" means a promissory note in the form attached hereto as Exhibit
B payable to a Lender, evidencing certain of the joint and several Obligations
of SPGLP and SDGLP to such Lender and executed by the Borrower as required by
Section 4.3(a), as the same may be amended, supplemented, modified or restated
from time to time, together with the Designated Bank Notes; "Notes" means,
collectively, all of such Notes outstanding at any given time.

          "Notice of Borrowing" means a Notice of Committed Borrowing or a
Notice of Money Market Borrowing.

          "Notice of Committed Borrowing" means a notice substantially in the
form of Exhibit C attached hereto and made a part hereof.

          "Notice of Conversion/Continuation" means a notice substantially in
the form of Exhibit D attached hereto and made a part hereof with respect to a
proposed conversion or continuation of a Loan pursuant to Section 5.1(c).

          "Notice of Money Market Borrowing" has the meaning set forth in
Section 2.2.

          "Obligations" means all Loans, advances, debts, liabilities,
obligations, covenants and duties owing by the Borrower to the Payment and
Disbursement Agent, any Arranger, any other Lender, any Affiliate of the
Payment and Disbursement Agent, the Arrangers, any other Lender, or any Person
entitled to indemnification pursuant to Section 15.3 of this Agreement, of any
kind or nature, arising under this Agreement, the Notes or any other Loan Docu
ment.  The term includes, without limitation, all interest, charges, expenses,
fees, reasonable attorneys' fees and disbursements and any other sum chargeable
to the Borrower under this Agreement or any other Loan Document.

          "Officer's Certificate" means, as to a corporation, a certificate
executed on behalf of such corporation by the chairman of its board of
directors (if an officer of such corporation) or its chief executive officer,
president, any of its vice-presidents, its chief financial officer, or its
treasurer and, as to a partnership, a certificate executed on behalf of such
partnership by the chairman of the board of directors (if an officer of such
corporation) or chief executive officer, president, any vice-president, or
treasurer of the general partner of such partnership.

          "Operating Lease" means, as applied to any Person, any lease of any
property (whether real, personal or mixed) by that Person as lessee which is
not a Capital Lease.

          "Organizational Documents" means, with respect to any corporation,
limited liability company, or partnership (i) the articles/certificate of
incorporation (or the equivalent organizational documents) of such corporation
or limited liability company, (ii) the partnership agreement executed by the
partners in the partnership, (iii) the by-laws (or the equivalent governing
documents) of the corporation, limited liability company or partnership, and
(iv) any document setting forth the designation, amount and/or relative rights,
limitations and preferences of any class or series of such corporation's
Capital Stock or such limited liability company's or partnership's equity or
ownership interests.

          "OSHA" means the Occupational Safety and Health Act of 1970, 29
U.S.C.  651 et seq., any amendments thereto, any successor statutes and any
regulations or guidance promulgated thereunder.

          "Payment and Disbursement Agent" is UBS, and each successor payment
and disbursement agent appointed pursuant to the terms of Article XII of this
Agreement.

          "PBGC" means the Pension Benefit Guaranty Corporation and any Person
succeeding to the functions thereof.

          "Permits" means any permit, consent, approval, authorization license,
variance, or permission required from any Person, including any Governmental
Approvals.

          "Permitted Securities Options" means the subscriptions, options,
warrants, rights, convertible Securities and other agreements or commitments
relating to the issuance of the Borrower's Securities or the Company's Capital
Stock identified as such on Schedule 1.1.4.

          "Person" means any natural person, corporation, limited liability
company, limited partnership, general partnership, joint stock company, joint
venture, association, company, trust, bank, trust company, land trust, business
trust or other organization, whether or not a legal entity, and any
Governmental Authority.

          "Plan" means an employee benefit plan defined in Section 3(3) of
ERISA in respect of which the Borrower or any ERISA Affiliate is, or within the
immediately preceding six (6) years was, an "employer" as defined in
Section 3(5) of ERISA or the Borrower or any ERISA Affiliate has assumed any
liability.

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

          "Prepayment Date" is defined in Section 4.1(d).

          "Process Agent" is defined in Section 15.17(a).

          "Project" means any shopping center, retail property and mixed-use
property owned, directly or indirectly, by any of the Consolidated Businesses
or Minority Holdings.

          "Property" means any Real Property or personal property, plant,
building, facility, structure, underground storage tank or unit, equipment,
General Intangible, Receivable, or other asset owned, leased or operated by any
Consolidated Business or any Minority Holding (including any surface water
thereon or adjacent thereto, and soil and groundwater thereunder).

          "Pro Rata Share" means, with respect to any Lender, the percentage
obtained by dividing (i) the sum of such Lender's Revolving Credit Commitment
(in each case, as adjusted from time to time in accordance with the provisions
of this Agreement or any Assignment and Acceptance to which such Lender is a
party) by (ii) the aggregate amount of all of the Revolving Credit Commitments.

          "RCRA" means the Resource Conservation and Recovery Act of 1976, 42
U.S.C.  6901 et seq., any amendments thereto, any successor statutes, and any
regulations or guidance promulgated thereunder.

          "Real Property" means all of the Borrower's present and future right,
title and interest (including, without limitation, any leasehold estate) in (i)
any plots, pieces or parcels of land, (ii) any Improvements of every nature
whatsoever (the rights and interests described in clauses (i) and (ii) above
being the "Premises"), (iii) all easements, rights of way, gores of land or any
lands occupied by streets, ways, alleys, passages, sewer rights, water courses,
water rights and powers, and public places adjoining such land, and any other
interests in property constituting appurtenances to the Premises, or which
hereafter shall in any way belong, relate or be appurtenant thereto, (iv) all
hereditaments, gas, oil, minerals (with the right to extract, sever and remove
such gas, oil and minerals), and easements, of every nature whatsoever, located
in, on or benefitting the Premises and (v) all other rights and privileges
thereunto belonging or appertaining and all extensions, additions,
improvements, betterments, renewals, substitutions and replacements to or of
any of the rights and interests described in clauses (iii) and (iv) above.

          "Reference Bank" means UBS.

          "Register" is defined in Section 15.1(c).

          "Regulation A" means Regulation A of the Federal Reserve Board as in
effect from time to time.

          "Regulation G" means Regulation G of the Federal Reserve Board as in
effect from time to time.

          "Regulation T" means Regulation T of the Federal Reserve Board as in
effect from time to time.

          "Regulation U" means Regulation U of the Federal Reserve Board as in
effect from time to time.

          "Regulation X" means Regulation X of the Federal Reserve Board as in
effect from time to time.

          "Reimbursement Date" is defined in Section 3.1(d)(i)(A).

          "Reimbursement Obligations" means the aggregate non-contingent
reimbursement or repayment obligations of the Borrower with respect to amounts
drawn under Letters of Credit.

          "REIT" means a domestic trust or corporation that qualifies as a real
estate investment trust under the provisions of Sections 856, et seq. of the
Internal Revenue Code.

          "Release" means any release, spill, emission, leaking, pumping,
pouring, dumping, injection, deposit, disposal, abandonment, or discarding of
barrels, containers or other receptacles, discharge, emptying, escape, dispers
al, leaching or migration into the indoor or outdoor environment or into or out
of any Property, including the movement of Contaminants through or in the air,
soil, surface water, groundwater or Property.

          "Remedial Action" means actions required to (i) clean up, remove,
treat or in any other way address Contaminants in the indoor or outdoor
environment; (ii) prevent the Release or threat of Release or minimize the
further Release of Contaminants; or (iii) investigate and determine if a
remedial response is needed and to design such a response and post-remedial
investigation, monitoring, operation and maintenance and care.

          "Reportable Event" means any of the events described in Section
4043(b) of ERISA and the regulations promulgated thereunder as in effect from
time to time but not including any such event as to which the thirty (30) day
notice requirement has been waived by applicable PBGC regulations.

          "Requirements of Law" means, as to any Person, the charter and by-
laws or other organizational or governing documents of such Person, and any
law, rule or regulation, or determination of an arbitrator or a court or other
Governmental Authority, in each case applicable to or binding upon such Person
or any of its property or to which such Person or any of its property is
subject including, without limitation, the Securities Act, the Securities
Exchange Act, Regulations G, T, U and X, ERISA, the Fair Labor Standards Act,
the Worker Adjustment and Retraining Notification Act, Americans with
Disabilities Act of 1990, and any certificate of occupancy, zoning ordinance,
building, environmental or land use requirement or Permit and Environmental,
Health or Safety Requirement of Law.

          "Requisite Lenders" means Lenders whose Pro Rata Shares, in the
aggregate, are greater than sixty-six and two-thirds percent (66.67%);
provided, however, that, in the event any of the Lenders shall have failed to
fund its Pro Rata Share of any Loan requested by the Borrower which such
Lenders are obligated to fund under the terms of this Agreement and any such
failure has not been cured as provided in Section 4.2(b)(v)(B), then for so
long as such failure continues, "Requisite Lenders" means Lenders (excluding
all Lenders whose failure to fund their respective Pro Rata Shares of such
Loans have not been so cured) whose Pro Rata Shares represent more than sixty-
six and two-thirds percent (66.67%) of the aggregate Pro Rata Shares of such
Lenders; provided, further, however, that, in the event that the Revolving
Credit Commitments have been terminated pursuant to the terms of this Agree
ment, "Requisite Lenders" means Lenders (without regard to such Lenders'
performance of their respective obligations hereunder) whose aggregate ratable
shares (stated as a percentage) of the aggregate outstanding principal balance
of all Loans are greater than sixty-six and two-thirds percent (66.67%).

          "Revolving Credit Availability" means, at any particular time, the
amount by which the Maximum Revolving Credit Amount at such time exceeds the Re
volving Credit Obligations at such time.

          "Revolving Credit Commitment" means, with respect to any Lender, the
obligation of such Lender to make Committed Loans and to participate in Letters
of Credit pursuant to the terms and conditions of this Agreement, and which
shall not exceed the principal amount set forth opposite such Lender's name
under the heading "Revolving Credit Commitment" on the signature pages hereof
or the signature page of the Assignment and Acceptance by which it became a
Lender, as modified from time to time pursuant to the terms of this Agreement
or to give effect to any applicable Assignment and Acceptance, and "Revolving
Credit Commitments" means the aggregate principal amount of the Revolving
Credit Commitments of all the Lenders, the maximum amount of which shall be
$1,250,000,000, as reduced from time to time pursuant to Section 4.1.

          "Revolving Credit Obligations" means, at any particular time, the sum
of (i) the outstanding principal amount of the Committed Loans at such time,
plus (ii) the Letter of Credit Obligations at such time, plus (iii) the
outstanding principal amount of the Money Market Loans at such time.

          "Revolving Credit Period" means the period from the Initial Funding
Date to the Business Day next preceding the Revolving Credit Termination Date.

          "Revolving Credit Termination Date" means the earlier to occur of (i)
September 27, 1999 (or, if not a Business Day, the next preceding Business
Day), provided, however, that the Revolving Credit Termination Date may be ex
tended until September 27, 2000 (or, if not a Business Day, the next preceding
Business Day) in accordance with the provisions of Section 2.5 hereof; and (ii)
the date of termination of the Revolving Credit Commitments pursuant to the
terms of this Agreement.
          "S&P" means Standard & Poor's Ratings Service.

          "SD" means SD Property Group, Inc., an Ohio corporation (formerly
known as DeBartolo Realty Corporation).

          "SDGLP" means Simon DeBartolo Group, L.P., a Delaware limited
partnership.

          "SDGLP Partnership Agreement" means that certain Fifth Amended and
Restated Limited Partnership Agreement of SDGLP, dated as of August 9, 1996.

          "SDG Reorganization Transactions" means the transactions, including
the Merger, which shall occur over time to effect the consolidation of the
businesses, operations, assets and liabilities of the Company and SD and their
respective Subsidiaries, including, without limitation, any transfers and con
tributions by SPGLP or the Company which may be made, directly or indirectly,
to SDGLP or its wholly-owned Subsidiaries to effect such consolidation (but
specifically excluding the transfer of any assets from either SDGLP or SPGLP to
any General Partner).

          "Secured Indebtedness" means any Indebtedness secured by a Lien.

          "Securities" means any stock, shares, voting trust certificates,
partnership interests, bonds, debentures, notes or other evidences of
indebtedness, secured or unsecured, convertible, subordinated or otherwise, or
in general any instruments commonly known as "securities", including, without
limitation, any "security" as such term is defined in Section 8-102 of the
Uniform Commercial Code, or any certificates of interest, shares, or partici
pations in temporary or interim certificates for the purchase or acquisition
of, or any right to subscribe to, purchase or acquire any of the foregoing, but
shall not include the Notes or any other evidence of the Obligations.

          "Securities Act" means the Securities Act of 1933, as amended from
time to time, and any successor statute.

          "Securities Exchange Act" means the Securities Exchange Act of 1934,
as amended from time to time, and any successor statute.

          "Solvent", when used with respect to any Person, means that at the
time of determination:

         (i)   the fair saleable value of its assets is in excess of the
     total amount of its liabilities (including, without limitation,
     contingent liabilities); and

         (ii)  the present fair saleable value of its assets is greater than
     its probable liability on its existing debts as such debts become
     absolute and matured; and

      (iii)  it is then able and expects to be able to pay its debts (including,
     without limitation, contingent debts and other commitments) as they
     mature; and

     (iv) it has capital sufficient to carry on its business as conducted and
     as proposed to be conducted.

          "SPGLP" means Simon Property Group, L.P., a Delaware limited
partnership.

          "SPGLP Partnership Agreement" means that certain Third Amended and
Restated Agreement of Limited Partnership of Simon Property Group, L.P., dated
as of August 9, 1996.

          "Standby Letter of Credit" means any letter of credit issued by an
Issuing Bank pursuant to Section 3.1 for the account of the Borrower, which is
not a Commercial Letter of Credit.

          "Subsidiary" of a Person means any corporation, limited liability
company, general or limited partnership, or other entity of which securities or
other ownership interests having ordinary voting power to elect a majority of
the board of directors or other persons performing similar functions are at the
time directly or indirectly owned or controlled by such Person, one or more of
the other subsidiaries of such Person or any combination thereof.

          "Taxes" is defined in Section 13.1(a).

          "Tenant Allowance" means a cash allowance paid to a tenant by the
landlord pursuant to a Lease.

          "TI Work" means any construction or other "build-out" of tenant
leasehold improvements to the space demised to such tenant under Leases
(excluding such tenant's furniture, fixtures and equipment) performed pursuant
to the terms of such Leases, whether or not such tenant improvement work is
performed by or on behalf of the landlord or as part of a Tenant Allowance.

          "Total Adjusted Outstanding Indebtedness" means, for any period, the
sum of (i) the amount of Indebtedness of the Consolidated Businesses set forth
on the then most recent quarterly financial statements of the Borrower and (ii)
the outstanding amount of Minority Holding Indebtedness allocable in accordance
with GAAP to any of the Consolidated Businesses as of the time of determination
and (iii) the Contingent Obligations of the Consolidated Businesses and, to the
extent allocable to the Consolidated Businesses in accordance with GAAP, of the
Minority Holdings.

          "Total Unsecured Outstanding Indebtedness" means that portion of
Total Adjusted Outstanding Indebtedness that is not secured by a Lien.

          "UBS" means Union Bank of Switzerland, New York Branch.

          "Unencumbered Combined EBITDA" means that portion of Combined EBITDA
which represents revenues earned from the Management Company (up to 5% of
Combined EBITDA) or from   Real Property that is not subject to or encumbered
by Secured Indebtedness and is not subject to any agreements, the effect of
which would be to restrict, directly or indirectly, the ability of the owner of
such Property from granting Liens thereon, calculated on the first day of each
fiscal quarter for the four immediately preceding consecutive fiscal quarters.

          "Uniform Commercial Code" means the Uniform Commercial Code as
enacted in the State of New York, as it may be amended from time to time.

          "Unsecured Debt Yield" is defined in Section 10.12(e).

          "Unsecured Interest Expense" means the interest expense incurred on
the Total Unsecured Outstanding Indebtedness.
          "Unused Commitment Fee" is defined in Section 5.3 (b).

          "Unused Commitment Fee Percentage" shall be 0.25%.  The Unused
Commitment Fee shall not be payable during the time, from time to time, that
the Borrower maintains an Investment Grade Credit Rating.

          "Unused Facility" shall mean the amount, calculated daily, by which
the Revolving Credit Commitments exceed the sum of (i) the outstanding
principal amount of the Committed Loans, plus (ii) the outstanding Reimburse
ment Obligations, plus (iii) the aggregate undrawn face amount of all out
standing Letters of Credit.

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

       1.3  Accounting Terms.  Subject to Section 15.4, for purposes of this
Agreement, all accounting terms not otherwise defined herein shall have the
meanings assigned to them in conformity with GAAP.

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


                                    ARTICLE II
                          AMOUNTS AND TERMS OF LOANS

        2.1 Committed Loans.

           (a) Availability.  Subject to the terms and conditions set forth in
this Agreement, each Lender hereby severally and not jointly agrees to make
revolving loans, in Dollars (each individually, a "Committed Loan" and, collec
tively, the "Committed Loans") to the Borrower from time to time during the
Revolving Credit Period, in an amount not to exceed such Lender's Pro Rata
Share of the Revolving Credit Availability at such time.  All Committed Loans
comprising the same Borrowing under this Agreement shall be made by the Lenders
simultaneously and proportionately to their then respective Pro Rata Shares, it
being understood that no Lender shall be responsible for any failure by any
other Lender to perform its obligation to make a Committed Loan hereunder nor
shall the Revolving Credit Commitment of any Lender be increased or decreased
as a result of any such failure.  Subject to the provisions of this Agreement,
the Borrower may repay any outstanding Committed Loan on any day which is a
Business Day and any amounts so repaid may be reborrowed, up to the amount
available under this Section 2.1(a) at the time of such Borrowing, until the
Business Day next preceding the Revolving Credit Termination Date.  Each
requested Borrowing of Committed Loans funded on any Funding Date shall be in a
principal amount of at least $1,500,000; provided, however, that if the Revolv
ing Credit Availability at the time of such requested Borrowing is less than
$1,500,000, then the requested Borrowing shall be for the total amount of the
Revolving Credit Availability.

          (b)  Notice of Committed Borrowing.  When the Borrower desires to
borrow under this Section 2.1, it shall deliver to the Payment and Disbursement
Agent a Notice of Committed Borrowing, signed by it (i) no later than 12:00
noon (New York time) on the Business Day immediately preceding the proposed
Funding Date, in the case of a Borrowing of Base Rate Loans, (ii) no later than
10:00 a.m. (New York time) on the Business Day immediately preceding the pro
posed Funding Date, in the case of a Borrowing of IBOR Rate Loans and (iii) no
later than 11:00 a.m. (New York time) at least three (3) Business Days in ad
vance of the proposed Funding Date, in the case of a Borrowing of Eurodollar
Rate Loans; provided, however, that no Borrowing may be made within less than
two (2) Business Days after any given Borrowing.  Such Notice of Committed
Borrowing shall specify (i) the proposed Funding Date (which shall be a
Business Day), (ii) the amount of the proposed Borrowing, (iii) the Revolving
Credit Availability as of the date of such Notice of Borrowing, (iv) whether
the proposed Borrowing will be of Base Rate Loans, Eurodollar Rate Loans or
IBOR Rate Loans, (v) in the case of Eurodollar Rate Loans or IBOR Rate Loans,
the requested Eurodollar Interest Period or IBOR Interest Period, as
applicable, and (vi) instructions for the disbursement of the proceeds of the
proposed Borrowing.  In lieu of delivering such a Notice of Committed Borrowing
(except with respect to a Borrowing of Committed Loans on the Initial Funding
Date), the Borrower may give the Payment and Disbursement Agent telephonic
notice of any proposed Borrowing by the time required under this Section
2.1(b), if the Borrower confirms such notice by delivery of the Notice of
Borrowing to the Payment and Disbursement Agent by facsimile transmission
promptly, but in no event later than 3:00 p.m. (New York time) on the same day.
Any Notice of Borrowing (or telephonic notice in lieu thereof) given pursuant
to this Section 2.1(b) shall be irrevocable.

          (c)       Making of Loans.    Promptly after receipt of a Notice of
     Committed Borrowing under Section 2.1(b) (or telephonic notice in lieu
     thereof), the Payment and Disbursement Agent shall notify each Lender by
     facsimile transmission, or other similar form of transmission, of the
     proposed Borrowing (which notice to the Lenders, in the case of a Borrow
     ing of Eurodollar Rate Loans, shall be at least three (3) Business Days in
     advance of the proposed Funding Date for such Loans).  Each Lender shall
     deposit an amount equal to its Pro Rata Share of the Borrowing requested
     by the Borrower with the Payment and Disbursement Agent at its office in
     New York, New York, in immediately available funds, not later than 12:00
     noon (New York time) on the respective Funding Date therefor.  Subject to
     the fulfillment of the conditions precedent set forth in Section 6.1 or
     Section 6.2, as applicable, the Payment and Disbursement Agent shall make
     the proceeds of such amounts received by it available to the Borrower at
     the Payment and Disbursement Agent's office in New York, New York on such
     Funding Date (or on the date received if later than such Funding Date) and
     shall disburse such proceeds in accordance with the Borrower's disburse
     ment instructions set forth in the applicable Notice of Borrowing.  The
     failure of any Lender to deposit the amount described above with the
     Payment and Disbursement Agent on the applicable Funding Date shall not
     relieve any other Lender of its obligations hereunder to make its
     Committed Loan on such Funding Date. In the event the conditions precedent
     set forth in Section 6.1 or 6.2 are not fulfilled as of the proposed
     Funding Date for any Borrowing, the Payment and Disbursement Agent shall
     promptly return, by wire transfer of immediately available funds, the
     amount deposited by each Lender to such Lender.

          (ii)   Unless the Payment and Disbursement Agent shall have been
     notified by any Lender on the Business Day immediately preceding the
     applicable Funding Date in respect of any Borrowing that such Lender does
     not intend to fund its Committed Loan requested to be made on such Funding
     Date, the Payment and Disbursement Agent may assume that such Lender has
     funded its Committed Loan and is depositing the proceeds thereof with the
     Payment and Disbursement Agent on the Funding Date therefor, and the
     Payment and Disbursement Agent in its sole discretion may, but shall not
     be obligated to, disburse a corresponding amount to the Borrower on the
     applicable Funding Date.  If the Loan proceeds corresponding to that
     amount are advanced to the Borrower by the Payment and Disbursement Agent
     but are not in fact deposited with the Payment and Disbursement Agent by
     such Lender on or prior to the applicable Funding Date, such Lender agrees
     to pay, and in addition the Borrower agrees to repay, to the Payment and
     Disbursement Agent forthwith on demand such corresponding amount, together
     with interest thereon, for each day from the date such amount is disbursed
     to or for the benefit of the Borrower until the date such amount is paid
     or repaid to the Payment and Disbursement Agent, at the interest rate
     applicable to such Borrowing.  If such Lender shall pay to the Payment and
     Disbursement Agent the corresponding amount, the amount so paid shall con
     stitute such Lender's Committed Loan, and if both such Lender and the Bor
     rower shall pay and repay such corresponding amount, the Payment and
     Disbursement Agent shall promptly pay to the Borrower such corresponding
     amount.  This Section 2.1(c)(ii) does not relieve any Lender of its obli
     gation to make its Committed Loan on any applicable Funding Date.

        2.2    Money Market Loans.

         (a) The Money Market Option.  From time to time during the Revolving
Credit Period, and provided that at such time the Borrower maintains an In
vestment Grade Credit Rating, the Borrower may, as set forth in this Section
2.2, request the Lenders during the Revolving Credit Period to make offers to
make Money Market Loans to the Borrower, provided that the aggregate
outstanding amount of such Money Market Loans shall not exceed, at any time,
the lesser of (i) fifty percent (50%) of the Maximum Revolving Credit Amount
and (ii) the Revolving Credit Availability.  Subject to the provisions of this
Agreement, the Borrower may repay any outstanding Money Market Loan on any day
which is a Business Day and any amounts so repaid may be reborrowed, up to the
amount available under this Section 2.2(a) at the time of such Borrowing, until
the Business Day next preceding the Revolving Credit Termination Date.  The
Lenders 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 2.2.

        (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
Payment and Disbursement Agent by telex or facsimile transmission a Money
Market Quote Request substantially in the form of Exhibit H hereto so as to be
received not later than 10:30 A.M. (New York City time) on the fifth (5th) Busi
ness Day prior to the date of Borrowing proposed therein (or such other time or
date as the Borrower and the Payment and Disbursement Agent shall have mutually
agreed and shall have notified to the Lenders not later than the date of the
Money Market Quote Request for the first LIBOR Auction or IBOR Auction (as
applicable) for which such change is to be effective) specifying:

           whether the proposed Borrowing is to be of Eurodollar Money Market
     Loans or IBOR Money Market Loans,

            the proposed date of Borrowing, which shall be a Business Day,

            the aggregate amount of such Borrowing, which shall be $25,000,000
     or a larger multiple of $1,000,000,

                 the duration of the Eurodollar Interest Period applicable
     thereto, or the IBOR Interest Period applicable thereto (as applicable),
     subject, in each case, to the provisions of Section 5.2(b), and
          (iv) the amount of all Money Market Loans then outstanding (which,
together with the requested Borrowing shall not exceed, in the aggregate, the
lesser of (A) fifty percent (50%) of the Maximum Revolving Credit Amount and
(B) the Revolving Credit Availability).

The Borrower may request offers to make Money Market Loans for more than one
Eurodollar Interest Period or IBOR Interest Period in a single Money Market
Quote Request.  Borrower may not make more than three (3) Money Market Quote Re
quests in any thirty-day Eurodollar Interest Period.

           (c) Invitation for Money Market Quotes.  Promptly upon receipt of a
Money Market Quote Request, the Payment and Disbursement Agent shall send to
the Lenders by telex or facsimile transmission an Invitation for Money Market
Quotes substantially in the form of Exhibit I hereto, which shall constitute an
invitation by the Borrower to each Lender 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.    Each
     Lender 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 Payment and Disbursement Agent
     by telex or facsimile transmission not later than 2:00 P.M. (New York City
     time) on the fourth (4th) Business Day prior to the proposed date of
     Borrowing, in the case of a LIBOR Auction or an IBOR Auction (or such
     other time or date as the Borrower and the Payment and Disbursement Agent
     shall have mutually agreed and shall have notified to the Lenders not
     later than the date of the Money Market Quote Request for the first LIBOR
     Auction or IBOR Auction (as applicable) for which such change is to be
     effective); provided that Money Market Quotes submitted by the Payment and
     Disbursement Agent (or any affiliate of the Payment and Disbursement
     Agent) in the capacity of a Lender may be submitted, and may only be
     submitted, if the Payment and Disbursement Agent or such affiliate noti
     fies the Borrower of the terms of the offer or offers contained therein
     not later than one hour prior to the deadline for the other Lenders.  Any
     Money Market Quote so made shall be irrevocable except with the written
     consent of the Payment and Disbursement Agent given on the instructions of
     the Borrower.  All or any portion of Money Market Loans to be funded
     pursuant to a Money Market Quote may, as provided in Section 15.1(f), be
     funded by a Lender's Designated Bank.  A Lender making a Money Market
     Quotes may, but shall not be required to, specify in its Money Market
     Quote whether all or any portion of the related Money Market Loans are in
     tended to be funded by such Lender's Designated Bank, as provided in
     Section 15.1(f).

           (ii) Each Money Market Quote shall be in substantially the form of
     Exhibit J hereto and shall in any case specify:

     (A)   the proposed date of Borrowing,

     (B)  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 Revolving Credit Commitment of the quoting 
        Lender, (x) must be $5,000,000 or a larger multiple of $1,000,000, 
        (y) may not exceed theprincipal 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 Lender may be accepted,

     (C)  either (1) the margin above or below the applicable Eurodollar Rate
     or IBOR Rate (each, a "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, or (2)
     a flat rate of interest (each, a "Money Market Rate") offered for each
     Money Market Loan, and

     (D)    the identity of the quoting Lender.

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

             (iii)    Any Money Market Quote shall be disregarded if it:

    
        (A) is not substantially in conformity with Exhibit J hereto or does
        not specify all of the information required by subsection (d)(ii) above;

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

        (C) arrives after the time set forth in subsection (d)(i).

           (e) Notice to Borrower.  The Payment and Disbursement Agent shall
promptly notify the Borrower of the terms (x) of any Money Market Quote
submitted by a Lender 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 Lender with respect to the same
Money Market Quote Request.  Any such subsequent Money Market Quote shall be
disregarded by the Payment and Disbursement Agent unless such subsequent Money
Market Quote is submitted solely to correct a manifest error in such former
Money Market Quote.  The Payment and Disbursement 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 principal amounts and Money Market
Margin or Money Market Rate, as the case may be, so offered and (C) if applica
ble, 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 6:00 P.M.
(New York City time) on the fourth Business Day prior to the proposed date of
Borrowing (or such other time or date as the Borrower and the Payment and
Disbursement Agent shall have mutually agreed and shall have notified to the
Lenders not later than the date of the Money Market Quote Request for the first
LIBOR Auction or IBOR Auction (as applicable) for which such change is to be
effective), the Borrower shall telephonically notify the Payment and Disburse
ment Agent of its acceptance or non-acceptance of the offers so notified to it
pursuant to subsection (e), and the Borrower shall confirm such telephonic
notification in writing not later than the third Business Day prior to the
proposed date of Borrowing.  In the case of acceptance, such notice (a "Notice
of Money Market Borrowing"), whether telephonic or in writing, shall specify
the aggregate principal amount of offers for each Eurodollar Interest Period
and/or each IBOR Interest Period that are accepted.  The Borrower may accept
any Money Market Quote in whole or in part; provided that:

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

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

     (iii)acceptance of offers may only be made on the basis of ascending Money
     Market Quotes; and

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

         (g)  Allocation by Payment and Disbursement Agent.  If offers are
made by two or more Lenders with the same Money Market Margins and/or Money
Market Rates, for a greater aggregate principal amount than the amount in re
spect of which such offers are accepted for the related Eurodollar Interest
Period and/or IBOR Interest Period, as applicable, the principal amount of
Money Market Loans in respect of which such offers are accepted shall be allo
cated by the Payment and Disbursement Agent among such Lenders as nearly as
possible (in multiples of $1,000,000, as the Payment and Disbursement Agent may
deem appropriate) in proportion to the aggregate principal amounts of such of
fers.  Determinations by the Payment and Disbursement Agent of the amounts of
Money Market Loans shall be conclusive in the absence of manifest error.

         (h)   Notification by Payment and Disbursement Agent.  Upon receipt of
the Borrower's Notice of Money Market Borrowing in accordance with Section
2.2(f) hereof, the Payment and Disbursement Agent shall, on the date such
Notice of Money Market Borrowing is received by the Payment and Disbursement
Agent, notify each Lender of the principal amount of the Money Market Borrowing
accepted by the Borrower and of such Lender's share (if any) of such Money
Market Borrowing and such Notice of Money Market Borrowing shall not thereafter
be revocable by the Borrower. A Lender who is notified that it has been select
ed to make a Money Market Loan may designate its Designated Bank (if any) to
fund such Money Market Loan on its behalf, as described in Section 15.1(f).
Any Designated Bank which funds a Money Market Loan shall on and after the time
of such funding become the obligee under such Money Market Loan and be entitled
to receive payment thereof when due.  No Lender shall be relieved of its obliga
tion to fund a Money Market Loan, and no Designated Bank shall assume such
obligation, prior to the time the applicable Money Market Loan is funded.

        2.3 Use of Proceeds of Loans and Letters of Credit.  The proceeds of
the Loans and the Letters of Credit issued for the account of the Borrower
hereunder may be used for the purposes of:

        (a)  acquisition of Projects, portfolios of Projects, or interests in
Projects, similar to and consistent with the types of Projects owned and/or
operated by the Borrower on the Closing Date;

        (b)  acquisition of Persons or interests in Persons that own or have
direct or indirect interests in Projects or portfolios of Projects similar to
and consistent with the types of Projects owned and/or operated by the Borrower
on the Closing Date;

        (c)  renovation of Properties owned and operated by the Borrower;

        (d)  funding of TI Work and Tenant Allowances;

        (e)  financing construction related to Properties owned and operated
by the Borrower; and

        (f)  other general corporate, partnership and working capital needs
of the Borrower, inclusive of repayment of Indebtedness for borrowed money;

each of which purposes described in clauses (a) through (f) above shall be
lawful general corporate, partnership and working capital purposes of the Bor
rower.

 2.4    Revolving Credit Termination Date; Maturity of Money Market Loans.    
   (a)The Revolving Credit Commitments shall terminate, and all outstanding 
     Revolving Credit Obligations shall be paid in full (or, in the case of 
     unmatured Letter of Credit Obligations, provision for payment in cash 
     shall be made to the satisfaction of the Lenders actually issuing Letters 
     of Credit and the Requisite Lenders), on the Revolving Credit Termination 
     Date. Each Lender's obligation to make Loans shall terminate on the 
     Business Day next preceding the Revolving Credit Termination Date.

   (b)Each Money Market Loan included in any Money Market Borrowing
     shall mature, and the principal amount thereof shall be due and payable,
     together with the accrued interest thereon, on the last day of the Euro
     dollar Interest Period or, as applicable, IBOR Interest Period, 
     applicable to such Borrowing.

        2.5  Extension Option.

           (a) The Borrower shall have one option (the "Extension Option") to
extend the maturity of the Revolving Credit Commitments for a period of one (1)
year.  Subject to the conditions set forth in clause (b) below, Borrower may
exercise the Extension Option by delivering written notice (the "Extension No
tice"), together with the payment of the Extension Fee for the account of the
Lenders (based on their respective Pro Rata Shares), to the Payment and Dis
bursement Agent on or before August 12, 1999, stating that Borrower will extend
the Revolving Credit Termination Date for one (1) year.  Borrower's delivery of
the Extension Notice shall be irrevocable.  In no event shall the Revolving
Credit Termination Date occur later than September 26, 2000.

           (b) The Borrower's right to exercise the Extension Option shall be
subject to the following terms and conditions: (i) no Potential Event of
Default or Event of Default shall have occurred and be continuing either on the
date Borrower delivers the Extension Notice to the Payment and Disbursement
Agent or on the date that this Agreement would otherwise have terminated, (ii)
the Borrower shall be in full compliance with all covenants and conditions set
forth in this Agreement as of the date Borrower delivers the Extension Notice
to the Agent or on the date that this Agreement would otherwise have
terminated, and (iii) the Borrower shall have paid the Extension Fee to the
Payment and Disbursement Agent for the account of the Lenders (based on their
respective Pro Rata Shares).

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

  2.7       Authorized Agents.  On the Closing Date and from time to time there
after, the Borrower shall deliver to the Payment and Disbursement Agent an
Officer's Certificate setting forth the names of the employees and agents autho
rized to request Loans and Letters of Credit and to request a conversion/con
tinuation of any Loan and containing a specimen signature of each such employee
or agent.  The employees and agents so authorized shall also be authorized to
act for the Borrower in respect of all other matters relating to the Loan Docu
ments. The Payment and Disbursement Agent, the Arrangers, the Co-Agents, the
Lenders and any Issuing Bank shall be entitled to rely conclusively on such
employee's or agent's authority to request such Loan or Letter of Credit or
such conversion/continuation until the Payment and Disbursement Agent and the
Arrangers receive written notice to the contrary.  None of the Payment and
Disbursement Agent or the Arrangers shall have any duty to verify the authen
ticity of the signature appearing on any written Notice of Borrowing or Notice
of Conversion/Continuation or any other document, and, with respect to an oral
request for such a Loan or Letter of Credit or such conversion/continuation,
the Payment and Disbursement Agent and the Arrangers shall have no duty to
verify the identity of any person representing himself or herself as one of the
employees or agents authorized to make such request or otherwise to act on
behalf of the Borrower.  None of the Payment and Disbursement Agent, the
Arrangers or the Lenders shall incur any liability to the Borrower or any other
Person in acting upon any telephonic or facsimile notice referred to above
which the Payment and Disbursement Agent or the Arrangers believes to have been
given by a person duly authorized to act on behalf of the Borrower and the
Borrower hereby indemnifies and holds harmless the Payment and Disbursement
Agent, each Arranger and each other Lender from any loss or expense the Payment
and Disbursement Agent, the Arrangers or the Lenders might incur in acting in
good faith as provided in this Section 2.7.


                                  ARTICLE III
                               LETTERS OF CREDIT

      3.1   Letters of Credit.  Subject to the terms and conditions set forth
in this Agreement, including, without limitation, Section 3.1(c)(ii), each
Arranger hereby severally agrees to issue for the account of the Borrower one
or more Letters of Credit (any Arranger actually issuing a Letter of Credit, an
"Issuing Bank"), subject to the following provisions:

           (a) Types and Amounts.  An Issuing Bank shall not have any
obligation to issue, amend or extend, and shall not issue, amend or extend, any
Letter of Credit at any time:

           (i) if the aggregate Letter of Credit Obligations with respect
     to such Issuing Bank, after giving effect to the issuance, amendment
     or extension of the Letter of Credit requested hereunder, shall
     exceed any limit imposed by law or regulation upon such Issuing Bank;

           (ii) if, immediately after giving effect to the issuance, amendment
     or extension of such Letter of Credit, (1) the Letter of Credit
     Obligations at such time would exceed $100,000,000 or (2) the
     Revolving Credit Obligations at such time would exceed the Maximum Re
     volving Credit Amount at such time, or (3) one or more of the
     conditions precedent contained in Sections 6.1 or 6.2, as applicable,
     would not on such date be satisfied, unless such conditions are
     thereafter satisfied and written notice of such satisfaction is given
     to such Issuing Bank by the Payment and Disbursement Agent (and such
     Issuing Bank shall not otherwise be required to determine that, or
     take notice whether, the conditions precedent set forth in Sections
     6.1 or 6.2, as applicable, have been satisfied);

         (iii)  which has an expiration date later than the earlier of (A) the
     date one (1) year after the date of issuance (without regard to any
     automatic renewal provisions thereof) or (B) the Business Day next
     preceding the scheduled Revolving Credit Termination Date; or

         (iv)   which is in a currency other than Dollars.

         (b)    Conditions.  In addition to being subject to the satisfaction of
the conditions precedent contained in Sections 6.1 and 6.2, as applicable, the
obligation of an Issuing Bank to issue, amend or extend any Letter of Credit is
subject to the satisfaction in full of the following conditions:

         (i)   if the Issuing Bank so requests, the Borrower shall have
     executed and delivered to such Issuing Bank and the Payment and
     Disbursement Agent a Letter of Credit Reimbursement Agreement and
     such other documents and materials as may be required pursuant to the
     terms thereof; and

         (ii) the terms of the proposed Letter of Credit shall be
     satisfactory to the Issuing Bank in its sole discretion.

         (c)  Issuance of Letters of Credit.    The Borrower shall give
     the Payment and Disbursement Agent written notice that it requires the
     issuance a Letter of Credit not later than 11:00 a.m. (New York time) on
     the third (3rd) Business Day preceding the requested date for issuance
     thereof under this Agreement.  Such notice shall be irrevocable unless and
     until such request is denied by the applicable Arranger and shall specify
     (A) that the requested Letter of Credit is either a Commercial Letter of
     Credit or a Standby Letter of Credit, (B) that such Letter of Credit is
     solely for the account of the Borrower, (C) the stated amount of the
     Letter of Credit requested, (D) the effective date (which shall be a Busi
     ness Day) of issuance of such Letter of Credit, (E) the date on which such
     Letter of Credit is to expire (which shall be a Business Day and no later
     than the Business Day immediately preceding the scheduled Revolving Credit
     Termination Date), (F) the Person for whose benefit such Letter of Credit
     is to be issued, (G) other relevant terms of such Letter of Credit, (H)
     the Revolving Credit Availability at such time, and (I) the amount of the
     then outstanding Letter of Credit Obligations.

          (ii) The Arrangers shall jointly select one Arranger to act as Issu
ing Bank with respect to such Letter of Credit, which selection shall be in the
sole discretion of the Arrangers.  If such Arranger declines to issue the
Letter of Credit, the Arrangers shall jointly select an alternative Lender to
issue such Letter of Credit.

          (iii)  The selected Arranger (if not the Payment and Disbursement
Agent) shall give the Payment and Disbursement Agent written notice, or
telephonic notice confirmed promptly thereafter in writing, of the issuance,
amendment or extension of a Letter of Credit (which notice the Payment and
Disbursement Agent shall promptly transmit by telegram, facsimile transmission,
or similar transmission to each Lender).

         (d)   Reimbursement Obligations; Duties of Issuing Banks and other
Lenders.

         (i)   Notwithstanding any provisions to the contrary in any Letter
     of Credit Reimbursement Agreement:

         (A)   the Borrower shall reimburse the Issuing Bank for amounts
     drawn under its Letter of Credit, in Dollars, no later than the date
     (the "Reimbursement Date") which is the earlier of (I) the time
     specified in the applicable Letter of Credit Reimbursement Agreement
     and (II) three (3) Business Days after the Borrower receives written
     notice from the Issuing Bank that payment has been made under such
     Letter of Credit by the Issuing Bank; and

         (B)  all Reimbursement Obligations with respect to any Letter of
     Credit shall bear interest at the rate applicable to Base Rate Loans
     in accordance with Section 5.1(a) from the date of the relevant
     drawing under such Letter of Credit until the Reimbursement Date and
     thereafter at the rate applicable to Base Rate Loans in accordance
     with Section 5.1(d).

         (ii)   The Issuing Bank shall give the Payment and Disbursement Agent
     written notice, or telephonic notice confirmed promptly thereafter in
     writing, of all drawings under a Letter of Credit and the payment (or the
     failure to pay when due) by the Borrower on account of a Reimbursement
     Obligation (which notice the Payment and Disbursement Agent shall promptly
     transmit by telegram, facsimile transmission or similar transmission to
     each Lender).

         (iii)  No action taken or omitted in good faith by an Issuing Bank
     under or in connection with any Letter of Credit shall put such Issuing
     Bank under any resulting liability to any Lender, the Borrower or, so long
     as it is not issued in violation of Section 3.1(a), relieve any Lender of
     its obligations hereunder to such Issuing Bank.  Solely as between the
     Issuing Banks and the other Lenders, in determining whether to pay under
     any Letter of Credit, the Issuing Bank shall have no obligation to the
     other Lenders other than to confirm that any documents required to be
     delivered under a respective Letter of Credit appear to have been deliv
     ered and that they appear on their face to comply with the requirements of
     such Letter of Credit.

         (e)     Participations.    Immediately upon issuance by an Issuing
     Bank of any Letter of Credit in accordance with the procedures set forth
     in this Section 3.1, each Lender shall be deemed to have irrevocably and
     unconditionally purchased and received from that Issuing Bank, without re
     course or warranty, an undivided interest and participation in such Letter
     of Credit to the extent of such Lender's Pro Rata Share, including,
     without limitation, all obligations of the Borrower with respect thereto
     (other than amounts owing to the Issuing Bank under Section 3.1(g)) and
     any security therefor and guaranty pertaining thereto.

         (ii)    If any Issuing Bank makes any payment under any Letter of
     Credit and the Borrower does not repay such amount to the Issuing Bank on
     the Reimbursement Date, the Issuing Bank shall promptly notify the Payment
     and Disbursement Agent, which shall promptly notify each other Lender, and
     each Lender shall promptly and unconditionally pay to the Payment and
     Disbursement Agent for the account of such Issuing Bank, in immediately
     available funds, the amount of such Lender's Pro Rata Share of such
     payment (net of that portion of such payment, if any, made by such Issuing
     Bank in its capacity as an issuer of a Letter of Credit), and the Payment
     and Disbursement Agent shall promptly pay to such Issuing Bank such
     amounts received by it, and any other amounts received by the Payment and
     Disbursement Agent for such Issuing Bank's account, pursuant to this Sec
     tion 3.1(e).  If a Lender does not make its Pro Rata Share of the amount
     of such payment available to the Payment and Disbursement Agent, such
     Lender agrees to pay to the Payment and Disbursement Agent for the account
     of the Issuing Bank, forthwith on demand, such amount together with inter
     est thereon at the interest rate then applicable to Base Rate Loans in
     accordance with Section 5.1(a). The failure of any Lender to make avail
     able to the Payment and Disbursement Agent for the account of an Issuing
     Bank its Pro Rata Share of any such payment shall neither relieve any
     other Lender of its obligation hereunder to make available to the Payment
     and Disbursement Agent for the account of such Issuing Bank such other
     Lender's Pro Rata Share of any payment on the date such payment is to be
     made nor increase the obligation of any other Lender to make such payment
     to the Payment and Disbursement Agent.

         (iii)   Whenever an Issuing Bank receives a payment on account of a
     Reimbursement Obligation, including any interest thereon, as to which the
     Payment and Disbursement Agent has previously received payments from any
     other Lender for the account of such Issuing Bank pursuant to this Section
     3.1(e), such Issuing Bank shall promptly pay to the Payment and
     Disbursement Agent and the Payment and Disbursement Agent shall promptly
     pay to each other Lender an amount equal to such other Lender's Pro Rata
     Share thereof.  Each such payment shall be made by such reimbursed Issuing
     Bank or the Payment and Disbursement Agent, as the case may be, on the
     Business Day on which such Person receives the funds paid to such Person
     pursuant to the preceding sentence, if received prior to 11:00 a.m. (New
     York time) on such Business Day, and otherwise on the next succeeding Busi
     ness Day.

         (iv)   Upon the written request of any Lender, the Issuing Banks
     shall furnish such requesting Lender copies of any Letter of Credit,
     Letter of Credit Reimbursement Agreement, and related amendment to which
     such Issuing Bank is party and such other documentation as reasonably may
     be requested by the requesting Lender.

         (v)    The obligations of a Lender to make payments to the Payment
     and Disbursement Agent for the account of any Issuing Bank with respect to
     a Letter of Credit shall be irrevocable, shall not be subject to any quali
     fication or exception whatsoever except willful misconduct or gross negli
     gence of such Issuing Bank, and shall be honored in accordance with this
     Article III (irrespective of the satisfaction of the conditions described
     in Sections 6.1 and 6.2, as applicable) under all circumstances, includ
     ing, without limitation, any of the following circumstances:

         (A)   any lack of validity or enforceability of this Agreement or
     any of the other Loan Documents;

         (B)   the existence of any claim, setoff, defense or other right
     which the Borrower may have at any time against a beneficiary named
     in a Letter of Credit or any transferee of a beneficiary named in a
     Letter of Credit (or any Person for whom any such transferee may be
     acting), any Lender, or any other Person, whether in connection with
     this Agreement, any Letter of Credit, the transactions contemplated
     herein or any unrelated transactions (including any underlying trans
     actions between the account party and beneficiary named in any Letter
     of Credit);

         (C)   any draft, certificate or any other document presented
     under the Letter of Credit having been determined to be forged,
     fraudulent, invalid or insufficient in any respect or any statement
     therein being untrue or inaccurate in any respect;

         (D)   the surrender or impairment of any security for the
     performance or observance of any of the terms of any of the Loan
     Documents;

         (E)   any failure by that Issuing Bank to make any reports
     required pursuant to Section 3.1(h) or the inaccuracy of any such
     report; or

         (F)   the occurrence of any Event of Default or Potential Event
     of Default.

         (f)       Payment of Reimbursement Obligations.    The Borrower
     unconditionally agrees to pay to each Issuing Bank, in Dollars, the amount
     of all Reimbursement Obligations, interest and other amounts payable to
     such Issuing Bank under or in connection with the Letters of Credit when
     such amounts are due and payable, irrespective of any claim, setoff,
     defense or other right which the Borrower may have at any time against any
     Issuing Bank or any other Person.

         (ii)  In the event any payment by the Borrower received by an Issuing
     Bank with respect to a Letter of Credit and distributed by the Payment and
     Disbursement Agent to the Lenders on account of their participations is
     thereafter set aside, avoided or recovered from such Issuing Bank in con
     nection with any receivership, liquidation or bankruptcy proceeding, each
     Lender which received such distribution shall, upon demand by such Issuing
     Bank, contribute such Lender's Pro Rata Share of the amount set aside,
     avoided or recovered together with interest at the rate required to be
     paid by such Issuing Bank upon the amount required to be repaid by it.

         (g)   Letter of Credit Fee Charges.  In connection with each Letter of
Credit, Borrower hereby covenants to pay to the Payment and Disbursement Agent
the following fees each payable quarterly in arrears (on the first Banking Day
of each calendar quarter following the issuance of each Letter of Credit):  (1)
a fee for the account of the Lenders, computed daily on the amount of the
Letter of Credit issued and outstanding at a rate per annum equal to the
"Banks' L/C Fee Rate" (as hereinafter defined) and (2) a fee, for the Issuing
Bank's own account, computed daily on the amount of the Letter of Credit issued
and outstanding at a rate per annum equal to 0.125%.  For purposes of this
Agreement, the "Banks' L/C Fee Rate" shall mean, at any time, a rate per annum
equal to the Applicable Margin for Eurodollar Rate Loans less 0.125% per annum.
It is understood and agreed that the last installment of the fees provided for
in this paragraph (g) with respect to any particular Letter of Credit shall be
due and payable on the first day of the fiscal quarter following the return,
undrawn, or cancellation of such Letter of Credit.  In addition, the Borrower
shall pay to each Issuing Bank, solely for its own account, the standard
charges assessed by such Issuing Bank in connection with the issuance, admin
istration, amendment and payment or cancellation of Letters of Credit and such
compensation in respect of such Letters of Credit for the Borrower's account as
may be agreed upon by the Borrower and such Issuing Bank from time to time.

         (h)   Letter of Credit Reporting Requirements.  Each Issuing Bank
shall, no later than the tenth (10th) Business Day following the last day of
each calendar month, provide to the Payment and Disbursement Agent, the
Borrower, and each other Lender separate schedules for Commercial Letters of
Credit and Standby Letters of Credit issued as Letters of Credit, in form and
substance reasonably satisfactory to the Payment and Disbursement Agent,
setting forth the aggregate Letter of Credit Obligations outstanding to it at
the end of each month and, to the extent not otherwise provided in accordance
with the provisions of Section 3.1(c)(ii), any information requested by the
Payment and Disbursement Agent or the Borrower relating to the date of issue,
account party, amount, expiration date and reference number of each Letter of
Credit issued by it.

         (i)    Indemnification; Exoneration.    In addition to all other
     amounts payable to an Issuing Bank, the Borrower hereby agrees to defend,
     indemnify, and save the Payment and Disbursement Agent, each Issuing Bank,
     and each other Lender harmless from and against any and all claims, de
     mands, liabilities, penalties, damages, losses (other than loss of prof
     its), costs, charges and expenses (including reasonable attorneys' fees
     but excluding taxes) which the Payment and Disbursement Agent, the Issuing
     Banks, or such other Lender may incur or be subject to as a consequence,
     direct or indirect, of (A) the issuance of any Letter of Credit other than
     as a result of the gross negligence or willful misconduct of the Issuing
     Bank, as determined by a court of competent jurisdiction, or (B) the
     failure of the Issuing Bank to honor a drawing under such 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 Au
     thority.

         (ii)  As between the Borrower on the one hand and the Lenders on the
     other hand, the Borrower assumes all risks of the acts and omissions of,
     or misuse of Letters of Credit by, the respective beneficiaries of the
     Letters of Credit.  In furtherance and not in limitation of the foregoing,
     subject to the provisions of the Letter of Credit Reimbursement
     Agreements, the Payment and Disbursement Agent, the Issuing Banks and the
     other Lenders shall not be responsible for:  (A) the form, validity,
     legality, sufficiency, accuracy, genuineness or legal effect of any docu
     ment submitted by any party in connection with the application for and
     issuance of the Letters of Credit, even if it should in fact prove to be
     in any or all respects invalid, insufficient, inaccurate, fraudulent or
     forged; (B) the validity, legality or sufficiency of any instrument trans
     ferring or assigning or purporting to transfer or assign a Letter of
     Credit or the rights or benefits thereunder or proceeds thereof, in whole
     or in part, which may prove to be invalid or ineffective for any reason;
     (C) failure of the beneficiary of a Letter of Credit to duly comply with
     conditions required in order to draw upon such Letter of Credit; (D)
     errors, omissions, interruptions or delays in transmission or delivery of
     any messages, by mail, cable, telegraph, telex or otherwise, whether or
     not they be in cipher; (E) errors in interpretation of technical terms;
     (F) any loss or delay in the transmission or otherwise of any document
     required in order to make a drawing under any Letter of Credit or of the
     proceeds thereof; (G) the misapplication by the beneficiary of a Letter of
     Credit of the proceeds of any drawing under such Letter of Credit; and (H)
     any consequences arising from causes beyond the control of the Payment and
     Disbursement Agent, the Issuing Banks or the other Lenders.

         3.2  Obligations Several.  The obligations of the Payment and
Disbursement Agent, each Issuing Bank, and each other Lender under this Article
III are several and not joint, and no Issuing Bank or other Lender shall be re
sponsible for the obligation to issue Letters of Credit or participation obliga
tion hereunder, respectively, of any other Issuing Bank or other Lender.


                                  ARTICLE IV
                           PAYMENTS AND PREPAYMENTS

      4.1   Prepayments; Reductions in Revolving Credit Commitments.

           (a) Voluntary Prepayments.  The Borrower may, at any time and from
time to time, prepay the Loans in part or in their entirety, subject to the
following limitations. The Borrower shall give at least five (5) Business Days'
prior written notice to the Payment and Disbursement Agent (which the Payment
and Disbursement Agent shall promptly transmit to each Lender) of any prepay
ment in the entirety to be made prior to the occurrence of an Event of Default,
which notice of prepayment shall specify the date (which shall be a Business
Day) of prepayment. When notice of prepayment is delivered as provided herein,
the outstanding principal amount of the Loans on the prepayment date specified
in the notice shall become due and payable on such prepayment date. Each volun
tary partial prepayment of the Loans shall be in a minimum amount of $1,000,000
and in integral multiples of $1,000,000 in excess of that amount. Eurodollar
Rate Loans, IBOR Rate Loans, and Money Market Loans may be prepaid in part or
in their entirety only upon payment of the amounts described in Section 5.2(f).

           (b)  Voluntary Reductions In Revolving Credit Commitments.  The
Borrower may, upon at least fifteen (15) days' prior written notice to the
Payment and Disbursement Agent (which the Payment and Disbursement Agent shall
promptly transmit to each Lender), at any time and from time to time, terminate
in whole or permanently reduce in part the Revolving Credit Commitments,
provided that the Borrower shall have made whatever payment may be required to
reduce the Revolving Credit Obligations to an amount less than or equal to the
Revolving Credit Commitments as reduced or terminated, which amount shall
become due and payable on the date specified in such notice.  Any partial
reduction of the Revolving Credit Commitments shall be in an aggregate minimum
amount of $1,000,000 and integral multiples of $1,000,000 in excess of that
amount, and shall reduce the Revolving Credit Commitment of each Lender pro
portionately in accordance with its Pro Rata Share.  Any notice of termination
or reduction given to the Payment and Disbursement Agent under this Sec
tion 4.1(b) shall specify the date (which shall be a Business Day) of such
termination or reduction and, with respect to a partial reduction, the
aggregate principal amount thereof.


           (c) No Penalty.  The prepayments and payments in respect of
reductions and terminations described in clauses (a) and (b) of this Section
4.1 may be made without premium or penalty (except as provided in Section
5.2(f)).

           (d) Mandatory Prepayment.  If at any time from and after the Closing
Date: (i) the Borrower merges or consolidates with another Person (other than
pursuant to the SDG Reorganization Transactions, which are expressly permitted
subject to the terms of Article XIV hereof) and the Borrower is not the sur
viving entity, or (ii) the Borrower or any Consolidated Subsidiary sells, trans
fers, assigns or conveys assets, the book value of which (computed in accor
dance with GAAP but without deduction for depreciation), in the aggregate of
all such sales, transfers, assignments, foreclosures, or conveyances exceeds
30% of the Capitalization Value, or (iii) the portion of Capitalization Value
attributable to the aggregate Limited Minority Holdings (but excluding the
Borrower's interest in Pentagon Fashion Center) of the Borrower and its Consoli
dated Subsidiaries exceed 20% of Capitalization Value, or (iv) the Borrower or
the Management Company ceases to provide property management and leasing servic
es to 33% of the total number of Shopping Centers in which the Borrower has an
ownership interest (the date any such event shall occur being the "Prepayment
Date"), the Revolving Credit Commitment shall be terminated and the Borrower
shall be required to prepay the Loans in their entirety as if the Prepayment
Date were the Revolving Credit Termination Date.  The Borrower shall immedi
ately make such prepayment together with interest accrued to the date of the
prepayment on the principal amount prepaid and shall return or cause to be re
turned all Letters of Credit to the applicable Lender.  In connection with the
prepayment of any Loan prior to the maturity thereof, the Borrower shall also
pay any applicable expenses pursuant to Section 5.2(f).  Each such prepayment
shall be applied to prepay ratably the Loans of the Lenders.  Amounts prepaid
pursuant to this Section 4.1(d) may not be reborrowed.  As used in this Section
4.1(d) only, the phrase "sells, transfers, assigns or conveys" shall not
include (i) sales or conveyances among Borrower and any Consolidated Subsidiar
ies, or (ii) mortgages secured by Real Property.

     4.2    Payments.

          (a)  Manner and Time of Payment.  All payments of principal of and
interest on the Loans and Reimbursement Obligations and other Obligations
(including, without limitation, fees and expenses) which are payable to the
Payment and Disbursement Agent, the Arrangers or any other Lender shall be made
without condition or reservation of right, in immediately available funds,
delivered to the Payment and Disbursement Agent (or, in the case of
Reimbursement Obligations, to the pertinent Arranger) not later than 12:00 noon
(New York time) on the date and at the place due, to such account of the Payme
nt and Disbursement Agent (or such Arranger) as it may designate, for the
account of the Payment and Disbursement Agent, an Arranger, or such other Lend
er, as the case may be; and funds received by the Payment and Disbursement
Agent (or such Arranger), including, without limitation, funds in respect of
any Loans to be made on that date, not later than 12:00 noon (New York time) on
any given Business Day shall be credited against payment to be made that day
and funds received by the Payment and Disbursement Agent (or such Arranger)
after that time shall be deemed to have been paid on the next succeeding Busi
ness Day.  Payments actually received by the Payment and Disbursement Agent for
the account of the Lenders, or any of them, shall be paid to them by the Payme
nt and Disbursement Agent promptly after receipt thereof.

          (b)  Apportionment of Payments.    Subject to the provisions of
     Section 4.2(b)(v), all payments of principal and interest in respect of
     outstanding Loans, all payments in respect of Reimbursement Obligations,
     all payments of fees and all other payments in respect of any other Obliga
     tions, shall be allocated among such of the Lenders as are entitled
     thereto, in proportion to their respective Pro Rata Shares or otherwise as
     provided herein.  Subject to the provisions of Section 4.2(b)(ii), all
     such payments and any other amounts received by the Payment and
     Disbursement Agent from or for the benefit of the Borrower shall be
     applied in the following order:

          (A) to pay principal of and interest on any portion of the Loans which
     the Payment and Disbursement Agent may have advanced on behalf of any
     Lender other than UBS for which the Payment and Disbursement Agent has not
     then been reimbursed by such Lender or the Borrower,

          (B)  to pay all other Obligations then due and payable and

          (C)  as the Borrower so designates.

Unless otherwise designated by the Borrower, all principal payments in respect
of Committed Loans shall be applied first, to repay outstanding Base Rate
Loans, and then to repay outstanding Eurodollar Rate Loans and IBOR Rate Loans,
with those Eurodollar Rate Loans and IBOR Rate Loans which have earlier
expiring Interest Periods being repaid prior to those which have later expiring
Interest Periods.

          (ii)  After the occurrence of an Event of Default and while the same
     is continuing, the Payment and Disbursement Agent shall apply all payments
     in respect of any Obligations in the following order:

          (A)   first, to pay principal of and interest on any portion of
     the Loans which the Payment and Disbursement Agent may have advanced
     on behalf of any Lender other than UBS for which the Payment and
     Disbursement Agent has not then been reimbursed by such Lender or the
     Borrower;

          (B)   second, to pay Obligations in respect of any fees, expense
     reimbursements or indemnities then due to the Payment and
     Disbursement Agent;

          (C)   third, to pay principal of and interest on Letter of Credit
     Obligations (or, to the extent such Obligations are contingent, depos
     ited with the Payment and Disbursement Agent to provide cash collater
     al in respect of such Obligations);

          (D)   fourth, to pay Obligations in respect of any fees, expense
     reimbursements or indemnities then due to the Lenders and the Co-
     Agents;

          (E)   fifth, to pay interest due in respect of Loans;

          (F)   sixth, to the ratable payment or prepayment of principal
     outstanding on Loans; and

          (G)   seventh, to the ratable payment of all other Obligations.

The order of priority set forth in this Section 4.2(b)(ii) and the related
provisions of this Agreement are set forth solely to determine the rights and
priorities of the Payment and Disbursement Agent, the Arrangers, the other Lend
ers and other Holders as among themselves.  The order of priority set forth in
clauses (C) through (G) of this Section 4.2(b)(ii) may at any time and from
time to time be changed by the Requisite Lenders without necessity of notice to
or consent of or approval by the Borrower, any Holder which is not a Lender, or
any other Person.  The order of priority set forth in clauses (A) and (B) of
this Section 4.2(b)(ii) may be changed only with the prior written consent of
the Payment and Disbursement Agent.

            (iii)  The Payment and Disbursement Agent, in its sole discretion 
     subject only to the terms of this Section 4.2(b)(iii), may pay from the
     proceeds of Loans made to the Borrower hereunder, whether made following a
     request by the Borrower pursuant to Section 2.1 or a deemed request as
     provided in this Section 4.2(b)(iii), all amounts payable by the Borrower
     hereunder, including, without limitation, amounts payable with respect to
     payments of principal, interest, Reimbursement Obligations and fees and
     all reimbursements for expenses pursuant to Section 15.2.  The Borrower
     hereby irrevocably authorizes the Lenders to make Loans, which Loans shall
     be Base Rate Loans, in each case, upon notice from the Payment and
     Disbursement Agent as described in the following sentence for the purpose
     of paying principal, interest, Reimbursement Obligations and fees due from
     the Borrower, reimbursing expenses pursuant to Section 15.2 and paying any
     and all other amounts due and payable by the Borrower hereunder or under
     the Notes, and agrees that all such Loans so made shall be deemed to have
     been requested by it pursuant to Section 2.1 as of the date of the afore
     mentioned notice.  The Payment and Disbursement Agent shall request Loans
     on behalf of the Borrower as described in the preceding sentence by noti
     fying the Lenders by facsimile transmission or other similar form of
     transmission (which notice the Payment and Disbursement Agent shall
     thereafter promptly transmit to the Borrower), of the amount and Funding
     Date of the proposed Borrowing and that such Borrowing is being requested
     on the Borrower's behalf pursuant to this Section 4.2(b)(iii).  On the
     proposed Funding Date, the Lenders shall make the requested Loans in accor
     dance with the procedures and subject to the conditions specified in Sec
     tion 2.1.

            (iv)  Subject to Section 4.2(b)(v), the Payment and Disbursement
     Agent shall promptly distribute to each Arranger and each other Lender at
     its primary address set forth on the appropriate signature page hereof or
     the signature page to the Assignment and Acceptance by which it became a
     Lender, or at such other address as a Lender or other Holder may request
     in writing, such funds as such Person may be entitled to receive, subject
     to the provisions of Article XII;  provided that the Payment and
     Disbursement Agent shall under no circumstances be bound to inquire into
     or determine the validity, scope or priority of any interest or entitle
     ment of any Holder and may suspend all payments or seek appropriate relief
     (including, without limitation, instructions from the Requisite Lenders or
     an action in the nature of interpleader) in the event of any doubt or
     dispute as to any apportionment or distribution contemplated hereby.

            (v)  In the event that any Lender fails to fund its Pro Rata Share
     of any Loan requested by the Borrower which such Lender is obligated to
     fund under the terms of this Agreement (the funded portion of such Loan
     being hereinafter referred to as a "Non Pro Rata Loan"), until the earlier
     of such Lender's cure of such failure and the termination of the Revolving
     Credit Commitments, the proceeds of all amounts thereafter repaid to the
     Payment and Disbursement Agent by the Borrower and otherwise required to
     be applied to such Lender's share of all other Obligations pursuant to the
     terms of this Agreement shall be advanced to the Borrower by the Payment
     and Disbursement Agent on behalf of such Lender to cure, in full or in
     part, such failure by such Lender, but shall nevertheless be deemed to
     have been paid to such Lender in satisfaction of such other Obligations.
     Notwithstanding anything in this Agreement to the contrary:

        (A)  the foregoing provisions of this Section 4.2(b)(v) shall apply
     only with respect to the proceeds of payments of Obligations and
     shall not affect the conversion or continuation of Loans pursuant to
     Section 5.1(c);

        (B)  a Lender shall be deemed to have cured its failure to fund its
     Pro Rata Share of any Loan at such time as an amount equal to such
     Lender's original Pro Rata Share of the requested principal portion
     of such Loan is fully funded to the Borrower, whether made by such
     Lender itself or by operation of the terms of this Section 4.2(b)(v),
     and whether or not the Non Pro Rata Loan with respect thereto has
     been repaid, converted or continued;

        (C)  amounts advanced to the Borrower to cure, in full or in part,
     any such Lender's failure to fund its Pro Rata Share of any Loan
     ("Cure Loans") shall bear interest at the Base Rate in effect from
     time to time, and for all other purposes of this Agreement shall be
     treated as if they were Base Rate Loans; and

        (D)  regardless of whether or not an Event of Default has occurred
     or is continuing, and notwithstanding the instructions of the Borrow
     er as to its desired application, all repayments of principal which,
     in accordance with the other terms of this Section 4.2, would be
     applied to the outstanding Base Rate Loans shall be applied first,
     ratably to all Base Rate Loans constituting Non Pro Rata Loans,
     second, ratably to Base Rate Loans other than those constituting Non
     Pro Rata Loans or Cure Loans and, third, ratably to Base Rate Loans
     constituting Cure Loans.

        (c)   Payments on Non-Business Days.  Whenever any payment to be made
by the Borrower hereunder or under the Notes is stated to be due on a day which
is not a Business Day, the payment shall instead be due on the next succeeding
Business Day (or, as set forth in Section 5.2(b)(iii), the next preceding
Business Day).

        4.3  Promise to Repay; Evidence of Indebtedness.

        (a)   Promise to Repay.  The Borrower hereby agrees to pay when due
the principal amount of each Loan which is made to it, and further agrees to
pay all unpaid interest accrued thereon, in accordance with the terms of this
Agreement and the Notes.  The Borrower shall execute and deliver to each Lender
on the Closing Date, a promissory note, in form and substance acceptable to the
Payment and Disbursement Agent and such Lender, evidencing the Loans and there
after shall execute and deliver such other promissory notes as are necessary to
evidence the Loans owing to the Lenders after giving effect to any assignment
thereof pursuant to Section 15.1, all in form and substance acceptable to the
Payment and Disbursement Agent and the parties to such assignment (all such
promissory notes and all amendments thereto, replacements thereof and
substitutions therefor being collectively referred to as the "Notes"; and
"Note" means any one of the Notes).

        (b)   Loan Account.  Each Lender shall maintain in accordance with its
usual practice an account or accounts (a "Loan Account") evidencing the
Indebtedness of the Borrower to such Lender resulting from each Loan owing to
such Lender from time to time, including the amount of principal and interest
payable and paid to such Lender from time to time hereunder and under the
Notes.

        (c)  Control Account.  The Register maintained by the Payment and
Disbursement Agent pursuant to Section 15.1(c) shall include a control account,
and a subsidiary account for each Lender, in which accounts (taken together)
shall be recorded (i) the date and amount of each Borrowing made hereunder, the
type of Loan comprising such Borrowing and any Eurodollar Interest Period or
IBOR Interest Period applicable thereto, (ii) the effective date and amount of
each Assignment and Acceptance delivered to and accepted by it and the parties
thereto, (iii) the amount of any principal or interest due and payable or to
become due and payable from the Borrower to each Lender hereunder or under the
Notes and (iv) the amount of any sum received by the Payment and Disbursement
Agent from the Borrower hereunder and each Lender's share thereof.

        (d)  Entries Binding.  The entries made in the Register and each Loan
Account shall be conclusive and binding for all purposes, absent manifest
error.

        (e)  No Recourse to Limited Partners or General Partners.
Notwithstanding anything contained in this Agreement to the contrary, it is
expressly understood and agreed that nothing herein or in the Notes shall be
construed as creating any liability on any Limited Partner, any General
Partner, or any partner, officer, shareholder or director of any Limited
Partner or any General Partner to pay any of the Obligations other than liabili
ty arising from or in connection with (i) fraud or (ii) the misappropriation or
misapplication of proceeds of the Loans; but nothing contained in this Section
4.3(e) shall be construed to prevent the exercise of any remedy allowed to the
Payment and Disbursement Agent, the Arrangers, the Co-Agents or the Lenders by
law or by the terms of this Agreement or the other Loan Documents which does
not relate to or result in such an obligation by any Limited Partner or any
General Partner to pay money.


                                   ARTICLE V
                               INTEREST AND FEES

       5.1  Interest on the Loans and other Obligations.

          (a)  Rate of Interest.  All Loans and the outstanding principal
balance of all other Obligations shall bear interest on the unpaid principal
a2mount thereof from the date such Loans are made and such other Obligations are
due and payable until paid in full, except as otherwise provided in Section
5.1(d), as follows:

          (i)  If a Base Rate Loan or such other Obligation, at a rate per
     annum equal to the sum of (A) the Base Rate, as in effect from time
     to time as interest accrues, plus (B) the then Applicable Margin for
     Base Rate Loans; and

          (ii)  If a Eurodollar Rate Loan, at a rate per annum equal to
     the sum of (A) the Eurodollar Rate determined for the applicable
     Eurodollar Interest Period, plus (B) the then Applicable Margin for
     Eurodollar Rate Loans;

          (iii) If an IBOR Rate Loan, at a rate per annum equal to the sum of 
          (A) the IBOR Rate determined for the applicable IBOR Interest Period, 
          plus (B) the then Applicable Margin for IBOR Rate Loans;

          (iv) If a Eurodollar Money Market Loan, at a rate per annum equal to
     either (A) the sum of (1) the Eurodollar Rate determined for the
     applicable Eurodollar Interest Period (determined as if the related
     Money Market Borrowing were a Committed Eurodollar Rate Borrowing)
     plus (or minus) (2) the Money Market Margin quoted by the Lender
     making such Money Market Loan in accordance with Section 2.2. or (B)
     the Money Market Rate, as applicable; and

          (v) If an IBOR Money Market Loan, at a rate per annum equal to either
     (A) the sum of (1) the IBOR Rate determined for the applicable IBOR
     Interest Period (determined as if the related Money Market Borrowing were
     a Committed IBOR Rate Borrowing) plus (or minus) (2) the Money Market
     Margin quoted by the Lender making such Money Market Loan in accordance
     with Section 2.2. or (B) the Money Market Rate, as applicable.

The applicable basis for determining the rate of interest on the Loans shall be
selected by the Borrower at the time a Notice of Borrowing or a Notice of
Conversion/Continuation is delivered by the Borrower to the Payment and
Disbursement Agent; provided, however, the Borrower may not select the Euro
dollar Rate or the IBOR Rate as the applicable basis for determining the rate
of interest on such a Loan if at the time of such selection an Event of Default
or a Potential Event of Default would occur or has occurred and is continuing
and further provided that, from and after the occurrence of an Event of Default
or a Potential Event of Default, each Eurodollar Rate Loan and IBOR Rate Loan
then outstanding may, at the Payment and Disbursement Agent's option, convert
to a Base Rate Loan.  If on any day any Loan is outstanding with respect to
which notice has not been timely delivered to the Payment and Disbursement
Agent in accordance with the terms of this Agreement specifying the basis for
determining the rate of interest on that day, then for that day interest on
that Loan shall be determined by reference to the Base Rate.
          (b)      Interest Payments. (i) Interest accrued on each Committed
     Loan shall be calculated on the last day of each calendar month and shall
     be payable in arrears (A) on the first day of each calendar month, com
     mencing on the first such day following the making of such Committed Loan,
     and (B) if not theretofore paid in full, at maturity (whether by accelera
     tion or otherwise) of such Committed Loan.

              (ii) Interest accrued on each Money Market Loan shall be calculat
     ed on the last day of each calendar month during the Interest Period
     applicable thereto (or, if such Interest Period is for a period one month
     or less, on the last day of such Interest Period) and shall be payable in
     arrears (A) if such Money Market Loan has an Interest Period longer than
     one month (1) on the first day of each calendar month, commencing on the
     first such day following the making of such Money Market Loan, and (2) if
     not theretofore paid in full, at maturity (whether by acceleration or
     otherwise) of such Money Market Loan; and (B) if such Money Market Loan
     has an Interest Period of one month or less, at maturity (whether by accel
     eration or otherwise) of such Money Market Loan.

              (iii)  Interest accrued on the principal balance of all other
     Obligations shall be calculated on the last day of each calendar month and
     shall be payable in arrears (A) on the first day of each calendar month,
     commencing on the first such day following the incurrence of such
     Obligation, (B) upon repayment thereof in full or in part, and (C) if not
     theretofore paid in full, at the time such other Obligation becomes due
     and payable (whether by acceleration or otherwise).

              (c)   Conversion or Continuation.    The Borrower shall have the
     option (A) to convert at any time all or any part of outstanding Base Rate
     Loans to Eurodollar Rate Loans or IBOR Rate Loans; (B) to convert all or
     any part of outstanding Eurodollar Rate Loans having Eurodollar Interest
     Periods which expire on the same date to Base Rate Loans or IBOR Rate
     Loans on such expiration date; (C) to convert all or any part of
     outstanding IBOR Rate Loans having IBOR Interest Periods which expire on
     the same date to Base Rate Loans or Eurodollar Rate Loans on such expira
     tion date; (D) to continue all or any part of outstanding Eurodollar Rate
     Loans having Eurodollar Interest Periods which expire on the same date as
     Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of
     such continued Loans shall commence on such expiration date; (E) to
     continue all or any part of outstanding IBOR Rate Loans having IBOR
     Interest Periods which expire on the same date as IBOR Rate Loans, and the
     succeeding IBOR Interest Period of such continued Loans shall commence on
     such expiration date; provided, however, no such outstanding Loan may be
     continued as, or be converted into, a Eurodollar Rate Loan or an IBOR Rate
     Loan (i) if the continuation of, or the conversion into, would violate any
     of the provisions of Section 5.2 or (ii) if an Event of Default or a
     Potential Event of Default would occur or has occurred and is continuing.
     Any conversion into or continuation of Eurodollar Rate Loans or IBOR Rate
     Loans under this Section 5.1(c) shall be in a minimum amount of $1,000,000
     and in integral multiples of $100,000 in excess of that amount, except in
     the case of a conversion into or a continuation of an entire Borrowing of
     Non Pro Rata Loans.

              (ii) To convert or continue a Loan under Section 5.1(c)(i), the
     Borrower shall deliver a Notice of Conversion/Continuation to the Payment
     and Disbursement Agent no later than 11:00 a.m. (New York time) at least
     three (3) Business Days in advance of the proposed conversion/continuation
     date.  A Notice of Conversion/Continuation shall specify (A) the proposed
     conversion/continuation date (which shall be a Business Day), (B) the prin
     cipal amount of the Loan to be converted/continued, (C) whether such Loan
     shall be converted and/or continued, (D) in the case of a conversion to,
     or continuation of, a Eurodollar Rate Loan, the requested Eurodollar
     Interest Period, and (E) in the case of a conversion to, or continuation
     of, an IBOR Rate Loan, the requested IBOR Interest Period.  In lieu of
     delivering a Notice of Conversion/Continuation, the Borrower may give the
     Payment and Disbursement Agent telephonic notice of any proposed conver
     sion/continuation by the time required under this Section 5.1(c)(ii), if
     the Borrower confirms such notice by delivery of the Notice of Conver
     sion/Continuation to the Payment and Disbursement Agent by facsimile
     transmission promptly, but in no event later than 3:00 p.m. (New York
     time) on the same day.  Promptly after receipt of a Notice of Conver
     sion/Continuation under this Section 5.1(c)(ii) (or telephonic notice in
     lieu thereof), the Payment and Disbursement Agent shall notify each Lender
     by facsimile transmission, or other similar form of transmission, of the
     proposed conversion/continuation.  Any Notice of Conversion/Continuation
     for conversion to, or continuation of, a Loan (or telephonic notice in
     lieu thereof) given pursuant to this Section 5.1(c)(ii) shall be irrevoca
     ble, and the Borrower shall be bound to convert or continue in accordance
     therewith.  In the event no Notice of Conversion/Continuation is delivered
     as and when specified in this Section 5.1(c)(ii) with respect to out
     standing Eurodollar Rate Loans or IBOR Rate Loans, upon the expiration of
     the Interest Period applicable thereto, such Loans shall automatically be
     continued as Eurodollar Rate Loans with a Eurodollar Interest Period of
     thirty (30) days; provided, however, no such outstanding Loan may be
     continued as, or be converted into, a Eurodollar Rate Loan or an IBOR Rate
     Loan (i) if the continuation of, or the conversion into, would violate any
     of the provisions of Section 5.2 or (ii) if an Event of Default or a
     Potential Event of Default would occur or has occurred and is continuing.

           (d)  Default Interest.  Notwithstanding the rates of interest
specified in Section 5.1(a) or elsewhere in this Agreement, effective
immediately upon the occurrence of an Event of Default, and for as long there
after as such Event of Default shall be continuing, the principal balance of
all Loans and other Obligations shall bear interest at a rate equal to the sum
of (A) the Base Rate, as in effect from time to time as interest accrues, plus
(B) four percent (4.0%) per annum.

          (e)  Computation of Interest.  Interest on all Obligations shall be
computed on the basis of the actual number of days elapsed in the period during
which interest accrues and a year of 360 days.  In computing interest on any
Loan, the date of the making of the Loan or the first day of a Eurodollar
Interest Period, as the case may be, shall be included and the date of payment
or the expiration date of a Eurodollar Interest Period, as the case may be,
shall be excluded; provided, however, if a Loan is repaid on the same day on
which it is made, one (1) day's interest shall be paid on such Loan.

          (f)  Eurodollar Rate Information.   Upon the reasonable request of
the Borrower from time to time, the Payment and Disbursement Agent shall
promptly provide to the Borrower such information with respect to the
applicable Eurodollar Rate as may be so requested.
          (g)  IBOR Rate Information.   Upon the reasonable request of the
Borrower from time to time, the Payment and Disbursement Agent shall promptly
provide to the Borrower such information with respect to the applicable IBOR
Rate as may be so requested.

          5.2  Special Provisions Governing Eurodollar Rate Loans, IBOR Rate
Loans, and Money Market Loans.

          (a)  Amount of Eurodollar Rate Loans and IBOR Rate Loans.  Each Euro
dollar Rate Loan shall be in a minimum principal amount of $1,500,000 and in
integral multiples of $100,000 in excess of that amount. Each IBOR Rate Loan
shall be in a minimum principal amount of $1,500,000 and in integral multiples
of $100,000 in excess of that amount. IBOR Rate Loans shall not, in the
aggregate outstanding at any time, exceed the lesser of (i) $150,000,000 and
(ii) the Revolving Credit Availability.

          (b)  Determination of Eurodollar Interest Period.  By giving notice
as set forth in Section 2.1(b) (with respect to a Borrowing of Eurodollar Rate
Loans or IBOR Rate Loans), Section 2.2 (with respect to a Borrowing of Money
Market Loans), or Section 5.1(c) (with respect to a conversion into or continua
tion of Eurodollar Rate Loans), the Borrower shall have the option, subject to
the other provisions of this Section 5.2, to select an interest period (each,
an "Interest Period") to apply to the Loans described in such notice, subject
to the following provisions:

          (i)  The Borrower may only select, as to a particular Borrowing of
     Eurodollar Rate Loans, an Interest Period (each, a "Eurodollar
     Interest Period") of one, two, three or six months in duration or,
     with the prior written consent of the Arrangers, a shorter or a
     longer duration;

        (ii)  The Borrower may only select, as to a particular Borrowing of
     Eurodollar Money Market Loans, a Eurodollar Interest Period of one,
     two, or three months in duration;

       (iii)  In the case of immediately successive Eurodollar Interest
     Periods applicable to a Borrowing of Eurodollar Rate Loans, each suc
     cessive Eurodollar Interest Period shall commence on the day on which
     the next preceding Eurodollar Interest Period expires;

      (iv)   If any Eurodollar Interest Period would otherwise expire on a
     day which is not a Business Day, such Eurodollar Interest Period
     shall be extended to expire on the next succeeding Business Day if
     the next succeeding Business Day occurs in the same calendar month,
     and if there will be no succeeding Business Day in such calendar
     month, the Eurodollar Interest Period shall expire on the immediately
     preceding Business Day;

      (v)   The Borrower may only select, as to a particular Borrowing of
     IBOR Rate Loans, an Interest Period (each, an "IBOR Interest Period")
     of fourteen (14) days in duration, provided that no IBOR Interest
     Period shall exist during any IBOR Black-Out Period;

      (vi)  The Borrower may only select, as to a particular Borrowing of
     IBOR Money Market Loans, an IBOR Interest Period of fourteen (14)
     days in duration, provided that no IBOR Interest Period shall exist
     during any IBOR Black-Out Period;

      (vii)  In the case of immediately successive IBOR Interest Periods
     applicable to a Borrowing of IBOR Rate Loans, each successive IBOR
     Interest Period shall commence on the day on which the next preceding
     IBOR Interest Period expires;

      (viii) If any IBOR Interest Period would otherwise expire on a day
     which is not a Business Day, such IBOR Interest Period shall be
     extended to expire on the next succeeding Business Day if the next
     succeeding Business Day occurs in the same calendar month, and if
     there will be no succeeding Business Day in such calendar month, the
     IBOR Interest Period shall expire on the immediately preceding
     Business Day;

      (ix)  The Borrower may not select an IBOR Interest Period as to any
     IBOR Rate Loan or IBOR Money Market Loan if such IBOR Interest Period
     terminates during any IBOR Black-Out Period;

      (x)  The Borrower may not select an Interest Period as to any Loan
     if such Interest Period terminates later than the Revolving Credit
     Termination Date;

      (xi) The Borrower may not select an Interest Period with respect to
     any portion of principal of a Loan which extends beyond a date on
     which the Borrower is required to make a scheduled payment of such
     portion of principal; and

      (xii)  There shall be no more than twelve (12) Interest Periods in
     effect at any one time with respect to Eurodollar Rate Loans or IBOR
     Rate Loans.

      (C)    Determination of Eurodollar Interest Rate and IBOR Rate.

          (i) As soon as practicable on the second Business Day prior to the
     first day of each Eurodollar Interest Period (the "Eurodollar Interest
     Rate Determination Date"), the Payment and Disbursement Agent shall
     determine (pursuant to the procedures set forth in the definition of
     "Eurodollar Rate") the interest rate which shall apply to the Eurodollar
     Rate Loans or Eurodollar Money Market Loans for which an interest rate is
     then being determined for the applicable Eurodollar Interest Period and
     shall promptly give notice thereof (in writing or by telephone confirmed
     in writing) to the Borrower and to each Lender.  The Payment and
     Disbursement Agent's determination shall be presumed to be correct, absent
     manifest error, and shall be binding upon the Borrower.

          (ii)  As soon as practicable on (A) the Business Day prior to the
     first day of each IBOR Interest Period, with respect to an IBOR Rate Loan
     and (B) the second Business Day prior to the first day of each IBOR
     Interest Period with respect to an IBOR Money Market Loan (each, an "IBOR
     Interest Rate Determination Date"), the Payment and Disbursement Agent
     shall determine (pursuant to the procedures set forth in the definition of
     "IBOR Rate") the interest rate which shall apply to the IBOR Rate Loans or
     IBOR Money Market Loans for which an interest rate is then being deter
     mined for the applicable IBOR Interest Period and shall promptly give
     notice thereof (in writing or by telephone confirmed in writing) to the
     Borrower and to each Lender.  The Payment and Disbursement Agent's determi
     nation shall be presumed to be correct, absent manifest error, and shall
     be binding upon the Borrower and each Lender.

           (d)  Interest Rate Unascertainable, Inadequate or Unfair.  In the
event that at least one (1) Business Day before a Eurodollar Interest Rate
Determination Date or an IBOR Interest Rate Determination Date:

           (i) the Payment and Disbursement Agent is advised (A) by the
     Reference Bank that deposits in Dollars (in the applicable amounts)
     are not being offered by the Reference Bank in the London interbank
     market for such Eurodollar Interest Period, or (B) by the IBOR Refer
     ence Banks that deposits in Dollars (in the applicable amounts) are
     not being offered by the Reference Banks in the interbank market for
     such IBOR Interest Period; or

         (ii)  the Payment and Disbursement Agent determines that adequate
     and fair means do not exist for ascertaining the applicable interest
     rates by reference to which the Eurodollar Rate or the IBOR Rate (as
     applicable)then being determined is to be fixed; or

       (iii)   the Requisite Lenders advise the Payment and Disbursement
     Agent that (A) the Eurodollar Rate for Eurodollar Rate Loans
     comprising such Borrowing will not adequately reflect the cost to
     such Requisite Lenders of obtaining funds in Dollars in the London
     interbank market in the amount substantially equal to such Lenders'
     Eurodollar Rate Loans in Dollars and for a period equal to such Euro
     dollar Interest Period, or (B) the IBOR Rate for IBOR Rate Loans
     comprising such Borrowing will not adequately reflect the cost to
     such Requisite Lenders of obtaining funds in Dollars in the interbank
     market in the amount substantially equal to such Lenders' IBOR Rate
     Loans in Dollars and for a period equal to such IBOR Interest Period;
     or

       (iv)  (A) the applicable Lender(s) advise the Payment and
     Disbursement Agent that the Eurodollar Rate for Eurodollar Money
     Market Loans comprising such Borrowing will not adequately reflect
     the cost to such Lender(s) of obtaining funds in Dollars in the
     London Interbank market in the amount substantially equal to such
     Lender(s)' Money Market Loans in Dollars and for a period equal to
     such Eurodollar Interest Period, or (B) the applicable Lender(s)
     advise the Payment and Disbursement Agent that the IBOR Rate for IBOR
     Money Market Loans comprising such Borrowing will not adequately
     reflect the cost to such Lender(s) of obtaining funds in Dollars in
     the interbank market in the amount substantially equal to such
     Lender(s)' IBOR Money Market Loans in Dollars and for a period equal
     to such IBOR Interest Period;

then the Payment and Disbursement Agent shall forthwith give notice thereof to
the Borrower, whereupon (until the Payment and Disbursement Agent notifies the
Borrower that the circumstances giving rise to such suspension no longer exist)
the right of the Borrower to elect to have Loans bear interest based upon the
Eurodollar Rate or the IBOR Rate, as applicable, shall be suspended and each
outstanding Eurodollar Rate Loan and Eurodollar Money Market Loan or IBOR Rate
Loan and IBOR Money Market Loan, as applicable, shall be converted into a Base
Rate Loan on the last day of the then current Interest Period therefor, notwith
standing any prior election by the Borrower to the contrary.

              (e)  Illegality.    If at any time any Lender determines (which
     determination shall, absent manifest error, be final and conclusive and
     binding upon all parties) that the making or continuation of any Eurodol
     lar Rate Loan, IBOR Rate Loan or Money Market Loan has become unlawful or
     impermissible by compliance by that Lender with any law, governmental
     rule, regulation or order of any Governmental Authority (whether or not
     having the force of law and whether or not failure to comply therewith
     would be unlawful or would result in costs or penalties), then, and in any
     such event, such Lender may give notice of that determination, in writing,
     to the Borrower and the Payment and Disbursement Agent, and the Payment
     and Disbursement Agent shall promptly transmit the notice to each other
     Lender.

         (ii)  When notice is given by a Lender under Section 5.2(e)(i),
     (A) the Borrower's right to request from such Lender and such Lender's
     obligation, if any, to make Eurodollar Rate Loans or IBOR Rate Loans, as
     applicable, shall be immediately suspended, and such Lender shall make a
     Base Rate Loan as part of any requested Borrowing of Eurodollar Rate Loans
     or IBOR Rate Loans (as applicable) and (B) if the affected Eurodollar Rate
     Loans, IBOR Rate Loans, Eurodollar Money Market Loans, or IBOR Money
     Market Loans are then outstanding, the Borrower shall immediately, or if
     permitted by applicable law, no later than the date permitted thereby,
     upon at least one (1) Business Day's prior written notice to the Payment
     and Disbursement Agent and the affected Lender, convert each such Loan
     into a Base Rate Loan.

         (iii)  If at any time after a Lender gives notice under Section
     5.2(e)(i) such Lender determines that it may lawfully make Eurodollar Rate
     Loans and/or IBOR Rate Loans (as applicable), such Lender shall promptly
     give notice of that determination, in writing, to the Borrower and the
     Payment and Disbursement Agent, and the Payment and Disbursement Agent
     shall promptly transmit the notice to each other Lender.  The Borrower's
     right to request, and such Lender's obligation, if any, to make Eurodollar
     Rate Loans and/or IBOR Rate Loans(as applicable) shall thereupon be
     restored.

         (f)  Compensation.  In addition to all amounts required to be paid by
the Borrower pursuant to Section 5.1 and Article XIII, the Borrower shall
compensate each Lender, upon demand, for all losses, expenses and liabilities
(including, without limitation, any loss or expense incurred by reason of the
liquidation or reemployment of deposits or other funds acquired by such Lender
to fund or maintain such Lender's Eurodollar Rate Loans, IBOR Rate Loans and/or
Money Market Loans to the Borrower but excluding any loss of Applicable Margin
on the relevant Loans) which that Lender may sustain (i) if for any reason a
Borrowing, conversion into or continuation of Eurodollar Rate Loans and/or
Eurodollar Money Market Loans or IBOR Rate Loans and/or IBOR Rate Money Market
Loans does not occur on a date specified therefor in a Notice of Borrowing or a
Notice of Conversion/Continuation given by the Borrower or in a telephonic
request by it for borrowing or conversion/ continuation or a successive Euro
dollar Interest Period or IBOR Interest Period does not commence after notice
therefor is given pursuant to Section 5.1(c), including, without limitation,
pursuant to Section 5.2(d), (ii) if for any reason any Eurodollar Rate Loan,
IBOR Rate Loan or Money Market Loan is prepaid (including, without limitation,
mandatorily pursuant to Section 4.1(d)) on a date which is not the last day of
the applicable Interest Period, (iii) as a consequence of a required conversion
of a Eurodollar Rate Loan, IBOR Rate Loan or Money Market Loan to a Base Rate
Loan as a result of any of the events indicated in Section 5.2(d), or (iv) as a
consequence of any failure by the Borrower to repay a Eurodollar Rate Loan,
IBOR Rate Loan or Money Market Loan when required by the terms of this Agree
ment.  The Lender making demand for such compensation shall deliver to the
Borrower concurrently with such demand a written statement in reasonable detail
as to such losses, expenses and liabilities, and this statement shall be con
clusive as to the amount of compensation due to that Lender, absent manifest
error.

          (g)  Booking of Eurodollar Rate Loans, IBOR Rate Loans and Money
Market Loans.  Any Lender may make, carry or transfer Eurodollar Rate Loans,
IBOR Rate Loans and Money Market Loans at, to, or for the account of, its Euro
dollar Lending Office or Eurodollar Affiliate or its other offices or
Affiliates.  No Lender shall be entitled, however, to receive any greater
amount under Sections 4.2 or 5.2(f) or Article XIII as a result of the transfer
of any such Eurodollar Rate Loan, IBOR Rate Loan or Money Market Loan to any
office (other than such Eurodollar Lending Office) or any Affiliate (other than
such Eurodollar Affiliate) than such Lender would have been entitled to receive
immediately prior thereto, unless (i) the transfer occurred at a time when
circumstances giving rise to the claim for such greater amount did not exist
and (ii) such claim would have arisen even if such transfer had not occurred.

          (h)  Affiliates Not Obligated.  No Eurodollar Affiliate or other
Affiliate of any Lender shall be deemed a party to this Agreement or shall have
any liability or obligation under this Agreement.

          (i)  Adjusted Eurodollar Rate.  Any failure by any Lender to take
into account the Eurodollar Reserve Percentage when calculating interest due on
Eurodollar Rate Loans or Money Market Loans shall not constitute, whether by
course of dealing or otherwise, a waiver by such Lender of its right to collect
such amount for any future period.

          5.3  Fees.

          (a)  Facility Fee.   During the time, from time to time, that the
Borrower maintains an Investment Grade Credit Rating, the Borrower shall pay to
the Payment and Disbursement Agent, for the account of the Lenders based on
their respective Pro Rata Shares, a fee (the "Facility Fee"), accruing at a per
annum rate equal to the then applicable Facility Fee Percentage on the Maximum
Revolving Credit Amount, such fee being payable quarterly, in arrears, commenc
ing on the first day of the fiscal quarter next succeeding the Closing Date and
on the first day of each fiscal quarter thereafter for so long as the Borrower
maintains an Investment Grade Credit Rating; provided, however, that in the
event that the Borrower loses its Investment Grade Credit Rating during any
fiscal quarter, the Facility Fee shall be payable only for the portion of such
fiscal quarter during which Borrower maintained an Investment Grade Credit
Rating.  Notwithstanding the foregoing, in the event that any Lender fails to
fund its Pro Rata Share of any Loan requested by the Borrower which such Lender
is obligated to fund under the terms of this Agreement, (A) such Lender shall
not be entitled to any portion of the Facility Fee with respect to its Revolv
ing Credit Commitment until such failure has been cured in accordance with
Section 4.2(b)(v)(B) and (B) until such time, the Facility Fee shall accrue in
favor of the Lenders which have funded their respective Pro Rata Shares of such
requested Loan, shall be allocated among such performing Lenders ratably based
upon their relative Revolving Credit Commitments, and shall be calculated based
upon the average amount by which the aggregate Revolving Credit Commitments of
such performing Lenders exceeds the sum of (I) the outstanding principal amount
of the Loans owing to such performing Lenders, and (II) the outstanding Reim
bursement Obligations owing to such performing Lenders, and (III) the aggregate
participation interests of such performing Lenders arising pursuant to Section
3.1(e) with respect to undrawn and outstanding Letters of Credit.

          (b)  Unused Commitment Fee.  During the time, from time to time, that
the Borrower fails to maintain an Investment Grade Credit Rating, the Borrower
shall pay to the Payment and Disbursement Agent, for the account of the Lenders
based on their respective Pro Rata Shares, a fee (the "Unused Commitment Fee"),
accruing at a per annum rate equal to the then applicable Unused Commitment Fee
Percentage on the Unused Facility, such fee being payable quarterly, in ar
rears, commencing on the first day of the fiscal quarter next succeeding the
date that the Borrower fails to maintain an Investment Grade Credit Rating and
on the first day of each fiscal quarter thereafter, until the Borrower regains
an Investment Grade Credit Rating; provided, however, that in the event that
the Borrower regains an Investment Grade Credit Rating during any fiscal
quarter, the Unused Commitment Fee shall be payable only for the portion of
such fiscal quarter during which Borrower failed to maintain an Investment
Grade Credit Rating.  Notwithstanding the foregoing, in the event that any
Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower
which such Lender is obligated to fund under the terms of this Agreement, (A)
such Lender shall not be entitled to any portion of the Unused Commitment Fee
with respect to its Revolving Credit Commitment until such failure has been
cured in accordance with Section 4.2(b)(v)(B) and (B) until such time, the
Unused Commitment Fee shall accrue in favor of the Lenders which have funded
their respective Pro Rata Shares of such requested Loan, shall be allocated
among such performing Lenders ratably based upon their relative Revolving
Credit Commitments, and shall be calculated based upon the average amount by
which the aggregate Revolving Credit Commitments of such performing Lenders
exceeds the sum of (I) the outstanding principal amount of the Loans owing to
such performing Lenders, and (II) the outstanding Reimbursement Obligations
owing to such performing Lenders, and (III) the aggregate participation inter
ests of such performing Lenders arising pursuant to Section 3.1(e) with respect
to undrawn and outstanding Letters of Credit.

          (c)  Calculation and Payment of Fees.  All fees shall be calculated
on the basis of the actual number of days elapsed in a 360-day year.  All fees
shall be payable in addition to, and not in lieu of, interest, compensation,
expense reimbursements, indemnification and other Obligations.  Fees shall be
payable to the Payment and Disbursement Agent at its office in New York, New
York in immediately available funds.  All fees shall be fully earned and nonre
fundable when paid.  All fees due to any Arranger or any other Lender, includ
ing, without limitation, those referred to in this Section 5.3, shall bear
interest, if not paid when due, at the interest rate specified in Sec
tion 5.1(d) and shall constitute Obligations.


                                 ARTICLE  VI
                   CONDITIONS TO LOANS AND LETTERS OF CREDIT

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

            (a)  Documents.  The Payment and Disbursement Agent shall have
received on or before the Initial Funding Date all of the following:

            (i)  this Agreement, the Notes, and, to the extent not otherwise
     specifically referenced in this Section 6.1(a), all other Loan
     Documents and agreements, documents and instruments described in the
     List of Closing Documents attached hereto as Exhibit E and made a
     part hereof, each duly executed and in recordable form, where
     appropriate, and in form and substance satisfactory to the Payment
     and Disbursement Agent; without limiting the foregoing, the Borrower
     hereby directs its legal counsel to prepare and deliver to the
     Agents, the Lenders, and Skadden, Arps, Slate, Meagher & Flom LLP the
     legal opinions referred to in such List of Closing Documents; and

         (ii) such additional documentation as the Payment and Disbursement 
         Agent may reasonably request.

           (b)  No Legal Impediments.  No law, regulation, order, judgment or
decree of any Governmental Authority shall, and the Payment and Disbursement
Agent shall not have received any notice that litigation is pending or threat
ened which is likely to (i) enjoin, prohibit or restrain the making of the
Loans and/or the issuance of Letters of Credit on the Initial Funding Date or
(ii) impose or result in the imposition of a Material Adverse Effect.

          (c)  No Change in Condition.  No change in the business, assets,
management, operations, financial condition or prospects of the Borrower or any
of its Properties shall have occurred since September 30, 1997, which change,
in the judgment of the Payment and Disbursement Agent, will have or is
reasonably likely to have a Material Adverse Effect.

          (d)  Interim Liabilities and Equity.  Except as disclosed to the
Arrangers and the Lenders, since September 30, 1997, neither the Borrower nor
the Company shall have (i) entered into any material (as determined in good
faith by the Payment and Disbursement Agent) commitment or transaction, in
cluding, without limitation, transactions for borrowings and capital
expenditures, which are not in the ordinary course of the Borrower's business,
(ii) declared or paid any dividends or other distributions, (iii) established
compensation or employee benefit plans, or (iv) redeemed or issued any equity
Securities.

          (e)  No Loss of Material Agreements and Licenses.  Since September
30, 1997, no agreement or license relating to the business, operations or
employee relations of the Borrower or any of its Properties shall have been
terminated, modified, revoked, breached or declared to be in default, the
termination, modification, revocation, breach or default under which, in the
reasonable judgment of the Payment and Disbursement Agent, would result in a
Material Adverse Effect.

          (f) No Market Changes.  Since September 30, 1997, no material
adverse change shall have occurred in the conditions in the capital markets or
the market for loan syndications generally.

          (g)  No Default.  No Event of Default or Potential Event of Default
shall have occurred and be continuing or would result from the making of the
Loans or the issuance of any Letter of Credit.

          (h)  Representations and Warranties.  All of the representations and
warranties contained in Section 7.1 and in any of the other Loan Documents
shall be true and correct in all material respects on and as of the Initial
Funding Date.

          (i)  Fees and Expenses Paid.  There shall have been paid to the
Payment and Disbursement Agent, for the accounts of the Agents and the other
Lenders, as applicable, all fees due and payable on or before the Initial
Funding Date and all expenses due and payable on or before the Initial Funding
Date, including, without limitation, reasonable attorneys' fees and expenses,
and other costs and expenses incurred in connection with the Loan Documents.

          (j)  Termination of Existing UBS Credit Agreement.  The Existing UBS
Credit Agreement shall be terminated by the Borrower and all amounts owed by
the Borrower thereunder shall be paid in full on or before the Initial Funding
Date.

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

          (a)  Representations and Warranties.  As of such date, both before
and after giving effect to the Loans to be made or the Letter of Credit to be
issued on such date, all of the representations and warranties of the Borrower
contained in Section 7.1 and in any other Loan Document (other than
representations and warranties which expressly speak as of a different date)
shall be true and correct in all material respects.

          (b)  No Defaults.  No Event of Default or Potential Event of Default
shall have occurred and be continuing or would result from the making of the re
quested Loan or issuance of the requested Letter of Credit.

          (c)  No Legal Impediments.  No law, regulation, order, judgment or
decree of any Governmental Authority shall, and the Payment and Disbursement
Agent shall not have received from such Lender notice that, in the judgment of
such Lender, litigation is pending or threatened which is likely to, enjoin,
prohibit or restrain, or impose or result in the imposition of any material
adverse condition upon, such Lender's making of the requested Loan or
participation in or issuance of the requested Letter of Credit.

          (d) No Material Adverse Effect.  The Borrower has not received
written notice from the Requisite Lenders that an event has occurred since the
date of this Agreement which has had and continues to have, or is reasonably
likely to have, a Material Adverse Effect.

Each submission by the Borrower to the Payment and Disbursement Agent of a
Notice of Borrowing with respect to a Loan or a Notice of Con
version/Continuation with respect to any Loan, each acceptance by the Borrower
of the proceeds of each Loan made, converted or continued hereunder, each
submission by the Borrower to a Lender of a request for issuance of a Letter of
Credit and the issuance of such Letter of Credit, shall constitute a representa
tion and warranty by the Borrower as of the Funding Date in respect of such
Loan, the date of conversion or continuation and the date of issuance of such
Letter of Credit, that all the conditions contained in this Section 6.2 have
been satisfied or waived in accordance with Section 15.7.


                                  ARTICLE VII
                        REPRESENTATIONS AND WARRANTIES

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

               (a) Organization; Powers.   Each of SDGLP and SPGLP (A) is a
     limited partnership duly organized, validly existing and in good standing
     under the laws of the State of Delaware, (B) is duly qualified to do
     business and is in good standing under the laws of each jurisdiction in
     which failure to be so qualified and in good standing will have or is
     reasonably likely to have a Material Adverse Effect, (C) has filed and
     maintained effective (unless exempt from the requirements for filing) a
     current Business Activity Report with the appropriate Governmental
     Authority in each state in which failure to do so would have a Material
     Adverse Effect, (D) has all requisite power and authority to own, operate
     and encumber its Property and to conduct its business as presently con
     ducted and as proposed to be conducted in connection with and following
     the consummation of the transactions contemplated by this Agreement and
     (E) is a partnership for federal income tax purposes.

             (ii) The Company (A) is a corporation duly organized, validly
     existing and in good standing under the laws of the State of Maryland, (B)
     is duly authorized and qualified to do business and is in good standing
     under the laws of each jurisdiction in which failure to be so qualified
     and in good standing will have or is reasonably likely to have a Material
     Adverse Effect, and (C) has all requisite corporate power and authority to
     own, operate and encumber its Property and to conduct its business as
     presently conducted.

          (iii)  SD (A) is a corporation duly organized, validly existing and
     in good standing under the laws of the State of Ohio, (B) is duly
     authorized and qualified to do business and is in good standing under the
     laws of each jurisdiction in which failure to be so qualified and in good
     standing will have or is reasonably likely to have a Material Adverse Ef
     fect, and (C) has all requisite corporate power and authority to own,
     operate and encumber its Property and to conduct its business as presently
     conducted.

           (iv) True, correct and complete copies of the Organizational
     Documents identified on Schedule 7.1-A have been delivered to the Payment
     and Disbursement Agent, each of which is in full force and effect, has not
     been modified or amended except to the extent set forth indicated therein
     and, to the best of the Borrower's knowledge, there are no defaults under
     such Organizational Documents and no events which, with the passage of
     time or giving of notice or both, would constitute a default under such
     Organizational Documents.

          (v)  Neither the Borrower, the Company nor any of their Affiliates
     are "foreign persons" within the meaning of Section 1445 of the Internal
     Revenue Code.

           (b)   Authority.  (i) Each General Partner has the requisite power
     and authority to execute, deliver and perform this Agreement on behalf of
     the Borrower and each of the other Loan Documents which are required to be
     executed on behalf of the Borrower as required by this Agreement.  Each
     General Partner is the Person who has executed this Agreement and such
     other Loan Documents on behalf of the Borrower and are the sole general
     partners of the Borrower.

          (ii)  The execution, delivery and performance of each of the Loan
     Documents which must be executed in connection with this Agreement by the
     Borrower and to which the Borrower is a party and the consummation of the
     transactions contemplated thereby are within the Borrower's partnership
     powers, have been duly authorized by all necessary partnership action
     (and, in the case of the General Partners acting on behalf of the Borrower
     in connection therewith, all necessary corporate action of such General
     Partner) and such authorization has not been rescinded.  No other
     partnership or corporate action or proceedings on the part of the Borrower
     or either General Partner is necessary to consummate such transactions.

          (iii)  Each of the Loan Documents to which the Borrower is a party
     has been duly executed and delivered on behalf of the Borrower and
     constitutes the Borrower's legal, valid and binding obligation,
     enforceable against the Borrower in accordance with its terms, is in full
     force and effect and all the terms, provisions, agreements and conditions
     set forth therein and required to be performed or complied with by the
     Company, the Borrower and the Borrower's Subsidiaries on or before the
     Initial Funding Date have been performed or complied with, and no
     Potential Event of Default, Event of Default or breach of any covenant by
     any of the Company, the Borrower or any Subsidiary of the Borrower exists
     thereunder.

           (c)  Subsidiaries; Ownership of Capital Stock and Partnership
     Interests. (i) Schedule 7.1-C (A) contains a diagram indicating the
     corporate structure of the Company, the Borrower, and any other Person in
     which the Company or the Borrower holds a direct or indirect partnership,
     joint venture or other equity interest indicating the nature of such
     interest with respect to each Person included in such diagram; and
     (B) accurately sets forth (1) the correct legal name of such Person, the
     jurisdiction of its incorporation or organization and the jurisdictions in
     which it is qualified to transact business as a foreign corporation, or
     otherwise, and (2) the authorized, issued and outstanding shares or
     interests of each class of Securities of the Company, the Borrower and the
     Subsidiaries of the Borrower and the owners of such shares or interests.
     None of such issued and outstanding Securities is subject to any vesting,
     redemption, or repurchase agreement, and there are no warrants or options
     (other than Permitted Securities Options) outstanding with respect to such
     Securities, except as noted on Schedule 7.1-C.  The outstanding Capital
     Stock of the Company is duly authorized, validly issued, fully paid and
     nonassessable and the outstanding Securities of the Borrower and its
     Subsidiaries are duly authorized and validly issued.  Attached hereto as
     part of Schedule 7.1-C is a true, accurate and complete copy of the
     Borrower Partnership Agreement as in effect on the Closing Date and such
     Partnership Agreement has not been amended, supplemented, replaced,
     restated or otherwise modified in any respect since the Closing Date.

          (ii)  Except where failure may not have a Material Adverse Effect on
     the Borrower, each Subsidiary: (A) is a corporation or partnership, as
     indicated on Schedule 7.1-C, duly organized, validly existing and, if
     applicable, in good standing under the laws of the jurisdiction of its
     organization, (B) is duly qualified to do business and, if applicable, is
     in good standing under the laws of each jurisdiction in which failure to
     be so qualified and in good standing would limit its ability to use the
     courts of such jurisdiction to enforce Contractual Obligations to which it
     is a party, and (C) has all requisite power and authority to own, operate
     and encumber its Property and to conduct its business as presently con
     ducted and as proposed to be conducted hereafter.

          (d)  No Conflict.  The execution, delivery and performance of each of
the Loan Documents to which the Borrower is a party do not and will not (i)
conflict with the Organizational Documents of the Borrower or any Subsidiary of
the Borrower, (ii) constitute a tortious interference with any Contractual
Obligation of any Person or conflict with, result in a breach of or constitute
(with or without notice or lapse of time or both) a default under any
Requirement of Law or Contractual Obligation of the Borrower, the General
Partners, any Limited Partner, any Subsidiary of the Borrower, or any general
or limited partner of any Subsidiary of the Borrower, or require termination of
any such Contractual Obligation which may subject the Payment and Disbursement
Agent or any of the other Lenders to any liability, (iii) result in or require
the creation or imposition of any Lien whatsoever upon any of the Property or
assets of the Borrower, any General Partner, any Limited Partner, any
Subsidiary of the Borrower, or any general partner or limited partner of any
Subsidiary of the Borrower, or (iv) require any approval of shareholders of the
Company or any general partner (or equity holder of any general partner) of any
Subsidiary of the Borrower.

          (e) Governmental Consents.  The execution, delivery and performance
of each of the Loan Documents to which the Borrower is a party do not and will
not require any registration with, consent or approval of, or notice to, or
other action to, with or by any Governmental Authority, except filings,
consents or notices which have been made, obtained or given.

         (f)  Governmental Regulation.  Neither the Borrower nor either
General Partner is subject to regulation under the Public Utility Holding
Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, or the
Investment Company Act of 1940, or any other federal or state statute or
regulation which limits its ability to incur indebtedness or its ability to
consummate the transactions contemplated by this Agreement.

         (g)  Financial Position.  Complete and accurate copies of the
following financial statements and materials have been delivered to the Payment
and Disbursement Agent:  (i) annual audited financial statements of the
Borrower and its Subsidiaries for the fiscal year ended December 31, 1996, and
(ii) quarterly financial statements for the Borrower and its Subsidiaries for
the fiscal quarter ending September 30, 1997.  All financial statements
included in such materials were prepared in all material respects in conformity
with GAAP, except as otherwise noted therein, and fairly present in all mate
rial respects the respective consolidated financial positions, and the consoli
dated results of operations and cash flows for each of the periods covered
thereby of the Borrower and its Subsidiaries as at the respective dates
thereof.  Neither the Borrower nor any of its Subsidiaries has any Contingent
Obligation, contingent liability or liability for any taxes, long-term leases
or commitments, not reflected in its audited financial statements delivered to
the Payment and Disbursement Agent on or prior to the Closing Date or otherwise
disclosed to the Payment and Disbursement Agent and the Lenders in writing,
which will have or is reasonably likely to have a Material Adverse Effect.

         (h) Indebtedness.  Schedule 7.1-H sets forth, as of September 30,
1997, all Indebtedness for borrowed money of each of the Borrower, Company and
their respective Subsidiaries and, except as set forth on Schedule 7.1-H, there
are no defaults in the payment of principal or interest on any such Indebt
edness and no payments thereunder have been deferred or extended beyond their
stated maturity and there has been no material change in the type or amount of
such Indebtedness (except for the repayment of certain Indebtedness) since
September 30, 1997.
         (i)  Litigation; Adverse Effects.  Except as set forth in
Schedule 7.1-I, as of the Closing Date, there is no action, suit, proceeding,
Claim, investigation or arbitration before or by any Governmental Authority or
private arbitrator pending or, to the knowledge of the Borrower, threatened
against the Company, the Borrower, or any of their respective Subsidiaries, or
any Property of any of them (i) challenging the validity or the enforceability
of any of the Loan Documents, (ii) which will or is reasonably likely to result
in any Material Adverse Effect, or (iii) under the Racketeering Influenced and
Corrupt Organizations Act or any similar federal or state statute where such
Person is a defendant in a criminal indictment that provides for the forfeiture
of assets to any Governmental Authority as a potential criminal penalty.  There
is no material loss contingency within the meaning of GAAP which has not been
reflected in the consolidated financial statements of the Company and the
Borrower.  None of the Company, the Borrower or any Subsidiary of the Borrower
is (A) in violation of any applicable Requirements of Law which violation will
have or is reasonably likely to have a Material Adverse Effect, or (B) subject
to or in default with respect to any final judgment, writ, injunction,
restraining order or order of any nature, decree, rule or regulation of any
court or Governmental Authority which will have or is reasonably likely to have
a Material Adverse Effect.

         (j)  No Material Adverse Effect.  Since September 30, 1997, there has
occurred no event which has had or is reasonably likely to have a Material
Adverse Effect.

         (k) Tax Examinations.  The IRS has examined (or is foreclosed from
examining by applicable statutes) the federal income tax returns of any of the
Company's, the Borrower's or its Subsidiaries' predecessors in interest with
respect to the Projects for all tax periods prior to and including the taxable
year ending December 31, 1990 and the appropriate state Governmental Authority
in each state in which the Company's, the Borrower's or its Subsidiaries'
predecessors in interest with respect to the Projects were required to file
state income tax returns has examined (or is foreclosed from examining by
applicable statutes) the state income tax returns of any of such Persons with
respect to the Projects for all tax periods prior to and including the taxable
year ending December 31, 1990. All deficiencies which have been asserted
against such Persons as a result of any federal, state, local or foreign tax
examination for each taxable year in respect of which an examination has been
conducted have been fully paid or finally settled or are being contested in
good faith, and no issue has been raised in any such examination which, by
application of similar principles, reasonably can be expected to result in
assertion of a material deficiency for any other year not so examined which has
not been reserved for in the financial statements of such Persons to the
extent, if any, required by GAAP.  No such Person has taken any reporting
positions for which it does not have a reasonable basis nor anticipates any
further material tax liability with respect to the years which have not been
closed pursuant to applicable law.

         (l) Payment of Taxes.  All tax returns, reports and similar
statements or filings of each of the Persons described in Section 7.1(k), the
Company, the Borrower and its Subsidiaries required to be filed have been
timely filed, and, except for Customary Permitted Liens, all taxes, assess
ments, fees and other charges of Governmental Authorities thereupon and upon or
relating to their respective Properties, assets, receipts, sales, use, payroll,
employment, income, licenses and franchises which are shown in such returns or
reports to be due and payable have been paid, except to the extent (i) such
taxes, assessments, fees and other charges of Governmental Authorities are
being contested in good faith by an appropriate proceeding diligently pursued
as permitted by the terms of Section 9.4 and (ii) such taxes, assessments, fees
and other charges of Governmental Authorities pertain to Property of the
Borrower or any of its Subsidiaries and the non-payment of the amounts thereof
would not, individually or in the aggregate, result in a Material Adverse
Effect.  All other taxes (including, without limitation, real estate taxes),
assessments, fees and other governmental charges upon or relating to the re
spective Properties of the Borrower and its Subsidiaries which are due and
payable have been paid, except for Customary Permitted Liens and except to the
extent described in clauses (i) and (ii) hereinabove.  The Borrower has no
knowledge of any proposed tax assessment against the Borrower, any of its
Subsidiaries, or any of the Projects that will have or is reasonably likely to
have a Material Adverse Effect.

         (m) Performance.  Neither the Company, the Borrower nor any of their
Affiliates has received any notice, citation or allegation, nor has actual
knowledge, that (i) it is in default in the performance, observance or
fulfillment of any of the obligations, covenants or conditions contained in any
Contractual Obligation applicable to it, (ii) any of its Properties is in
violation of any Requirements of Law or (iii) any condition exists which, with
the giving of notice or the lapse of time or both, would constitute a default
with respect to any such Contractual Obligation, in each case, except where
such default or defaults, if any, will not have or is not reasonably likely to
have a Material Adverse Effect.

         (n)  Disclosure.  The representations and warranties of the Borrower
contained in the Loan Documents, and all certificates and other documents
delivered to the Payment and Disbursement Agent pursuant to the terms thereof,
do not contain any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements contained herein or
therein, in light of the circumstances under which they were made, not mis
leading.  The Borrower has not intentionally withheld any fact from the Payment
and Disbursement Agent, the Arrangers, the Co-Agents or the other Lenders in
regard to any matter which will have or is reasonably likely to have a Material
Adverse Effect. Notwithstanding the foregoing, the Lenders acknowledge that the
Borrower shall not have liability under this clause (o) with respect to its pro
jections of future events.

         (o)  Requirements of Law.  The Borrower and each of its Subsidiaries
is in compliance with all Requirements of Law applicable to it and its
respective businesses and Properties, in each case where the failure to so
comply individually or in the aggregate will have or is reasonably likely to
have a Material Adverse Effect.

          (p)  Environmental Matters.

                  (i) Except as disclosed on Schedule 7.1-P:

                      (A) the operations of the Borrower, each of its
     Subsidiaries, and their respective Properties comply with all applicable
     Environmental, Health or Safety Requirements of Law;

                      (B)  the Borrower and each of its Subsidiaries have
     obtained all material environmental, health and safety Permits necessary
     for their respective operations, and all such Permits are in good standing
     and the holder of each such Permit is currently in compliance with all
     terms and conditions of such Permits;

                      (C)  none of the Borrower or any of its Subsidiaries or
     any of their respective present or past Property or operations are subject
     to or are the subject of any investigation, judicial or administrative pro
     ceeding, order, judgment, decree, dispute, negotiations, agreement or set
     tlement respecting (I) any Environmental, Health or Safety Requirements of
     Law, (II) any Remedial Action, (III) any Claims or Liabilities and Costs
     arising from the Release or threatened Release of a Contaminant into the
     environment, or (IV) any violation of or liability under any
     Environmental, Health or Safety Requirement of Law;

                      (D) none of Borrower or any of its Subsidiaries has
     filed any notice under any applicable Requirement of Law (I)  reporting a
     Release of a Contaminant; (II) indicating past or present treatment,
     storage or disposal of a hazardous waste, as that term is defined under 40
     C.F.R. Part 261 or any state equivalent; or (III) reporting a violation of
     any applicable Environmental, Health or Safety Requirement of Law;

                      (E) none of the Borrower's or any of its Subsidiaries'
     present or past Property is listed or proposed for listing on the National
     Priorities List ("NPL") pursuant to CERCLA or on the Comprehensive Envi
     ronmental Response Compensation Liability Information System List
     ("CERCLIS") or any similar state list of sites requiring Remedial Action;

                      (F) neither the Borrower nor any of its Subsidiaries has
     sent or directly arranged for the transport of any waste to any site
     listed or proposed for listing on the NPL, CERCLIS or any similar state
     list;

                      (G) to the best of Borrower's knowledge, there is not
     now, and to Borrower's knowledge there has never been on or in any Project
     (I) any treatment, recycling, storage or disposal of any hazardous waste,
     as that term is defined under 40 C.F.R. Part 261 or any state equivalent;
     (II) any landfill, waste pile, or surface impoundment; (III) any under
     ground storage tanks the presence or use of which is or, to Borrower's
     knowledge, has been in violation of applicable Environmental, Health or
     Safety Requirements of Law, (IV) any asbestos-containing material which
     such Person has any reason to believe could subject such Person or its
     Property to Liabilities and Costs arising out of or relating to environmen
     tal, health or safety matters that would result in a Material Adverse
     Effect; or (V) any polychlorinated biphenyls (PCB) used in hydraulic oils,
     electrical transformers or other Equipment which such Person has any
     reason to believe could subject such Person or its Property to Liabilities
     and Costs arising out of or relating to environmental, health or safety
     matters that would result in a Material Adverse Effect;

                      (H) neither the Borrower nor any of its Subsidiaries has
     received any notice or Claim to the effect that any of such Persons is or
     may be liable to any Person as a result of the Release or threatened
     Release of a Contaminant into the environment;

                      (I) neither the Borrower nor any of its Subsidiaries has
     any contingent liability in connection with any Release or threatened
     Release of any Contaminants into the environment;

                      (J) no Environmental Lien has attached to any Property
     of the Borrower or any Subsidiary of the Borrower;

                      (K) no Property of the Borrower or any Subsidiary of the
     Borrower is subject to any Environmental Property Transfer Act, or to the
     extent such acts are applicable to any such Property, the Borrower and/or
     such Subsidiary whose Property is subject thereto has fully complied with
     the requirements of such acts; and

                      (L) neither the Borrower nor any of its Subsidiaries
     owns or operates, or, to Borrower's knowledge has ever owned or operated,
     any underground storage tank, the presence or use of which is or has been
     in violation of applicable Environmental, Health or Safety Requirements of
     Law, at any Project.

                 (ii) the Borrower and each of its Subsidiaries are conducting
     and will continue to conduct their respective businesses and operations
     and maintain each Project in compliance with Environmental, Health or
     Safety Requirements of Law and no such Person has been, and no such Person
     has any reason to believe that it or any Project will be, subject to
     Liabilities and Costs arising out of or relating to environmental, health
     or safety matters that would result in a Material Adverse Effect.

           (q) ERISA. Neither the Borrower nor any ERISA Affiliate maintains or
contributes to any Benefit Plan or Multiemployer Plan other than those listed
on Schedule 7.1-Q hereto.  Each such Plan which is intended to be qualified
under Section 401(a) of the Internal Revenue Code as currently in effect has
been determined by the IRS to be so qualified, and each trust related to any
such Plan has been determined to be exempt from federal income tax under Sec
tion 501(a) of the Internal Revenue Code as currently in effect.  Except as
disclosed in Schedule 7.1-Q, neither the Borrower nor any of its Subsidiaries
maintains or contributes to any employee welfare benefit plan within the
meaning of Section 3(1) of ERISA which provides benefits to employees after
termination of employment other than as required by Section 601 of ERISA.  The
Borrower and each of its Subsidiaries is in compliance in all material respects
with the responsibilities, obligations and duties imposed on it by ERISA, the
Internal Revenue Code and regulations promulgated thereunder with respect to
all Plans.  No Benefit Plan has incurred any accumulated funding deficiency (as
defined in Sections 302(a)(2) of ERISA and 412(a) of the Internal Revenue Code)
whether or not waived.  Neither the Borrower nor any ERISA Affiliate nor any
fiduciary of any Plan which is not a Multiemployer Plan (i) has engaged in a
nonexempt prohibited transaction described in Sections 406 of ERISA or 4975 of
the Internal Revenue Code or (ii) has taken or failed to take any action which
would constitute or result in a Termination Event.  Neither the Borrower nor
any ERISA Affiliate is subject to any liability under Sections 4063, 4064,
4069, 4204 or 4212(c) of ERISA.  Neither the Borrower nor any ERISA Affiliate
has incurred any liability to the PBGC which remains outstanding other than the
payment of premiums, and there are no premium payments which have become due
which are unpaid.  Schedule B to the most recent annual report filed with the
IRS with respect to each Benefit Plan and furnished to the Payment and
Disbursement Agent is complete and accurate in all material respects.  Since
the date of each such Schedule B, there has been no material adverse change in
the funding status or financial condition of the Benefit Plan relating to such
Schedule B.  Neither the Borrower nor any ERISA Affiliate has (i) failed to
make a required contribution or payment to a Multiemployer Plan or (ii) made a
complete or partial withdrawal under Sections 4203 or 4205 of ERISA from a
Multiemployer Plan.  Neither the Borrower nor any ERISA Affiliate has failed to
make a required installment or any other required payment under Section 412 of
the Internal Revenue Code on or before the due date for such installment or
other payment.  Neither the Borrower nor any ERISA Affiliate is required to
provide security to a Benefit Plan under Section 401(a)(29) of the Internal
Revenue Code due to a Benefit Plan amendment that results in an increase in
current liability for the plan year.  Except as disclosed on Schedule 7.1-Q,
neither the Borrower nor any of its Subsidiaries has, by reason of the
transactions contemplated hereby, any obligation to make any payment to any
employee pursuant to any Plan or existing contract or arrangement.

          (r)  Securities Activities.  The Borrower is not engaged in the
business of extending credit for the purpose of purchasing or carrying Margin
Stock.

          (s)  Solvency.  After giving effect to the Loans to be made on the
Initial Funding Date or such other date as Loans requested hereunder are made,
and the disbursement of the proceeds of such Loans pursuant to the Borrower's
instructions, the Borrower is Solvent.

          (t) Insurance.  Schedule 7.1-T accurately sets forth as of the
Closing Date all insurance policies and programs currently in effect with
respect to the respective Property and assets and business of the Borrower and
its Subsidiaries, specifying for each such policy and program, (i) the amount
thereof, (ii) the risks insured against thereby, (iii) the name of the insurer
and each insured party thereunder, (iv) the policy or other identification
number thereof, and (v) the expiration date thereof. The Borrower has delivered
to the Payment and Disbursement Agent copies of all insurance policies set
forth on Schedule 7.1-T.  Such insurance policies and programs are currently in
full force and effect, in compliance with the requirements of Section 9.5
hereof and, together with payment by the insured of scheduled deductible
payments, are in amounts sufficient to cover the replacement value of the
respective Property and assets of the Borrower and/or its Subsidiaries.

          (u) REIT Status.  The Company qualifies as a REIT under the Internal
Revenue Code.

          (v)  Ownership of Projects, Minority Holdings and Property.  Owner
ship of substantially all wholly-owned Projects, Minority Holdings and other
Property of the Consolidated Businesses is held by the Borrower and its Subsid
iaries and is not held directly by any General Partner.


                                 ARTICLE  VIII
                              REPORTING COVENANTS

          The Borrower covenants and agrees that so long as any Revolving
Credit Commitments are outstanding and thereafter until payment in full of all
of the Obligations (other than indemnities pursuant to Section 15.3 not yet
due), unless the Requisite Lenders shall otherwise give prior written consent
thereto:

         8.1 Borrower Accounting Practices.  The Borrower shall maintain, and
cause each of its Subsidiaries to maintain, a system of accounting established
and administered in accordance with sound business practices to permit prepara
tion of consolidated and consolidating financial statements in conformity with
GAAP, and each of the financial statements and reports described below shall be
prepared from such system and records and in form satisfactory to the Payment
and Disbursement Agent.

         8.2   Financial Reports. The Borrower shall deliver or cause to be
delivered to the Payment and Disbursement Agent and the Lenders:

            (a)   Quarterly Reports.

            (i)  Borrower Quarterly Financial Reports. As soon as practicable,
     and in any event within fifty (50) days after the end of each fiscal
     quarter in each Fiscal Year (other than the last fiscal quarter in each
     Fiscal Year), a consolidated balance sheet of the Borrower and the related
     consolidated statements of income and cash flow of the Borrower (to be
     prepared and delivered quarterly in conjunction with the other reports
     delivered hereunder at the end of each fiscal quarter) for each such
     fiscal quarter, in each case in form and substance satisfactory to the
     Payment and Disbursement Agent and, in comparative form, the corresponding
     figures for the corresponding periods of the previous Fiscal Year, certi
     fied by an Authorized Financial Officer of the Borrower as fairly pre
     senting the consolidated and consolidating financial position of the
     Borrower as of the dates indicated and the results of their operations and
     cash flow for the months indicated in accordance with GAAP, subject to
     normal quarterly adjustments.

            (ii) Company Quarterly Financial Reports. As soon as practicable,
     and in any event within fifty (50) days after the end of each fiscal
     quarter in each Fiscal Year (other than the last fiscal quarter in each
     Fiscal Year), the Financial Statements of the Company, the Borrower and
     its Subsidiaries on Form 10-Q as at the end of such period and a report
     setting forth in comparative form the corresponding figures for the
     corresponding period of the previous Fiscal Year, certified by an
     Authorized Financial Officer of the Company as fairly presenting the
     consolidated and consolidating financial position of the Company, the Bor
     rower and its Subsidiaries as at the date indicated and the results of
     their operations and cash flow for the period indicated in accordance with
     GAAP, subject to normal adjustments.

            (iii) Quarterly Compliance Certificates.  Together with each
     delivery of any quarterly report pursuant to paragraph (a)(i) of this
     Section 8.2, the Borrower shall deliver Officer's Certificates of the
     Borrower and the Company (the "Quarterly Compliance Certificates"), signed
     by the Borrower's and the Company's respective Authorized Financial
     Officers representing and certifying (1) that the Authorized Financial
     Officer signatory thereto has reviewed the terms of the Loan Documents,
     and has made, or caused to be made under his/her supervision, a review in
     reasonable detail of the transactions and consolidated and consolidating
     financial condition of the Company, the Borrower and its Subsidiaries,
     during the fiscal quarter covered by such reports, that such review has
     not disclosed the existence during or at the end of such fiscal quarter,
     and that such officer does not have knowledge of the existence as at the
     date of such Officer's Certificate, of any condition or event which
     constitutes an Event of Default or Potential Event of Default or mandatory
     prepayment event, or, if any such condition or event existed or exists,
     and specifying the nature and period of existence thereof and what action
     the General Partners and/or the Borrower or any of its Subsidiaries has
     taken, is taking and proposes to take with respect thereto; (2) the
     calculations (with such specificity as the Payment and Disbursement Agent
     may reasonably request) for the period then ended which demonstrate compli
     ance with the covenants and financial ratios set forth in Articles IX and
     X and, when applicable, that no Event of Default described in Section 11.1
     exists, (3) a schedule of the Borrower's outstanding Indebtedness, includ
     ing the amount, maturity, interest rate and amortization requirements, as
     well as such other information regarding such Indebtedness as may be
     reasonably requested by the Payment and Disbursement Agent, (4) a schedule
     of Combined EBITDA, (5) a schedule of Unencumbered Combined EBITDA, (6)
     calculations, in the form of Exhibit G attached hereto, evidencing com
     pliance with each of the financial covenants set forth in Article X
     hereof, and (7) a schedule of the estimated taxable income of the Borrower
     for such fiscal quarter.

            (iv) Hedging Status Report.  The Borrower shall deliver, within
     fifty (50) days after the end of each fiscal quarter of each Fiscal Year,
     a written report which sets forth the details of the "Interest Rate
     Hedges" required under Section 9.9.

            (b)   Annual Reports.

       (i)  Borrower Financial Statements. As soon as practicable, and in any
event within ninety-five (95) days after the end of each Fiscal Year, (i) the
Financial Statements of the Borrower and its Subsidiaries as at the end of such
Fiscal Year, (ii) a report with respect thereto of Arthur Andersen & Co. or
other independent certified public accountants acceptable to the Payment and
Disbursement Agent, which report shall be unqualified and shall state that such
financial statements fairly present the consolidated and consolidating finan
cial position of each of the Borrower and its Subsidiaries as at the dates
indicated and the results of their operations and cash flow for the periods
indicated in conformity with GAAP applied on a basis consistent with prior
years (except for changes with which Arthur Andersen & Co. or any such other
independent certified public accountants, if applicable, shall concur and which
shall have been disclosed in the notes to the financial statements), and (iii)
in the event that the report referred to in clause (ii) above is qualified, a
copy of the management letter or any similar report delivered to the General
Partners or to any officer or employee thereof by such independent certified
public accountants in connection with such financial statements (which letter
or report shall be subject to the confidentiality limitations set forth
herein).  The Payment and Disbursement Agent and each Lender (through the Payme
nt and Disbursement Agent) may, with the consent of the Borrower (which consent
shall not be unreasonably withheld), communicate directly with such accoun
tants, with any such communication to occur together with a representative of
the Borrower, at the expense of the Payment and Disbursement Agent (or the
Lender requesting such communication), upon reasonable notice and at reasonable
times during normal business hours.


       (ii)     Company Financial Statements. As soon as practicable, and in
     any event within ninety-five (95) days after the end of each Fiscal Year,
     (i) the Financial Statements of the Company and its Subsidiaries on Form
     10-K as at the end of such Fiscal Year and a report setting forth in
     comparative form the corresponding figures from the consolidated Financial
     Statements of the Company and its Subsidiaries for the prior Fiscal Year;
     (ii) a report with respect thereto of Arthur Andersen & Co. or other
     independent certified public accountants acceptable to the Payment and Dis
     bursement Agent, which report shall be unqualified and shall state  that
     such financial statements fairly present the consolidated and consoli
     dating financial position of each of the Company and its Subsidiaries as
     at the dates indicated and the results of their operations and cash flow
     for the periods indicated in conformity with GAAP applied on a basis
     consistent with prior years (except for changes with which Arthur Andersen
     & Co. or any such other independent certified public accountants, if
     applicable, shall concur and which shall have been disclosed in the notes
     to the financial statements)(which report shall be subject to the confi
     dentiality limitations set forth herein); and (iii) in the event that the
     report referred to in clause (ii) above is qualified, a copy of the manage
     ment letter or any similar report delivered to the Company or to any offi
     cer or employee thereof by such independent certified public accountants
     in connection with such financial statements.  The Payment and
     Disbursement Agent and each Lender (through the Payment and Disbursement
     Agent) may, with the consent of the Company (which consent shall not be
     unreasonably withheld), communicate directly with such accountants, with
     any such communication to occur together with a representative of the
     Company, at the expense of the Payment and Disbursement Agent (or the
     Lender requesting such communication), upon reasonable notice and at
     reasonable times during normal business hours.

        (iii)    Annual Compliance Certificates.  Together with each delivery
     of any annual report pursuant to clauses (i) and (ii) of this Section
     8.2(b), the Borrower shall deliver Officer's Certificates of the Borrower
     and the Company (the "Annual Compliance Certificates" and, collectively
     with the Quarterly Compliance Certificates, the "Compliance
     Certificates"), signed by the Borrower's and the Company's respective
     Authorized Financial Officers, representing and certifying (1) that the
     officer signatory thereto has reviewed the terms of the Loan Documents,
     and has made, or caused to be made under his/her supervision, a review in
     reasonable detail of the transactions and consolidated and consolidating
     financial condition of the General Partners, the Borrower and its Subsid
     iaries, during the accounting period covered by such reports, that such
     review has not disclosed the existence during or at the end of such ac
     counting period, and that such officer does not have knowledge of the
     existence as at the date of such Officer's Certificate, of any condition
     or event which constitutes an Event of Default or Potential Event of De
     fault or mandatory prepayment event, or, if any such condition or event
     existed or exists, and specifying the nature and period of existence there
     of and what action the General Partners and/or the Borrower or any of its
     Subsidiaries has taken, is taking and proposes to take with respect
     thereto; (2) the calculations (with such specificity as the Payment and
     Disbursement Agent may reasonably request) for the period then ended which
     demonstrate compliance with the covenants and financial ratios set forth
     in Articles IX and X and, when applicable, that no Event of Default de
     scribed in Section 11.1 exists, (3) a schedule of the Borrower's out
     standing Indebtedness including the amount, maturity, interest rate and
     amortization requirements, as well as such other information regarding
     such Indebtedness as may be reasonably requested by the Payment and
     Disbursement Agent, (4) a schedule of Combined EBITDA, (5) a schedule of
     Unencumbered Combined EBITDA, (6) calculations, in the form of Exhibit G
     attached hereto, evidencing compliance with each of the financial
     covenants set forth in Article X hereof, and (7) a schedule of the estimat
     ed taxable income of the Borrower for such fiscal year.

        (iv)   Tenant Bankruptcy Reports.  As soon as practicable, and in any
     event within ninety-five (95) days after the end of each Fiscal Year, the
     Borrower shall deliver a written report, in form reasonably satisfactory
     to the Payment and Disbursement Agent, of all bankruptcy proceedings filed
     by or against any tenant of any of the Projects, which tenant occupies 3%
     or more of the gross leasable area in the Projects in the aggregate. The
     Borrower shall deliver to the Payment and Disbursement Agent and the Lend
     ers, immediately upon the Borrower's learning thereof, of any bankruptcy
     proceedings filed by or against, or the cessation of business or opera
     tions of, any tenant of any of the Projects which tenant occupies 3% or
     more of the gross leasable area in the Projects in the aggregate.

        (v)   Property Reports.  When reasonably requested by the Payment
     and Disbursement Agent or any other Arranger or Co-Agent, a rent roll,
     tenant sales report and income statement with respect to any Project.

       8.3  Events of Default.  Promptly upon the Borrower obtaining knowledge
(a) of any condition or event which constitutes an Event of Default or
Potential Event of Default, or becoming aware that any Lender or the Payment
and Disbursement Agent has given any notice with respect to a claimed Event of
Default or Potential Event of Default under this Agreement; (b) that any Person
has given any notice to the Borrower or any Subsidiary of the Borrower or taken
any other action with respect to a claimed default or event or condition of the
type referred to in Section 11.1(e); or (c) or of any condition or event which
has or is reasonably likely to have a Material Adverse Effect, the Borrower
shall deliver to the Payment and Disbursement Agent and the Lenders an
Officer's Certificate specifying (i) the nature and period of existence of any
such claimed default, Event of Default, Potential Event of Default, condition
or event, (ii) the notice given or action taken by such Person in connection
therewith, and (iii) what action the Borrower has taken, is taking and proposes
to take with respect thereto.

     8.4         Lawsuits.    Promptly upon the Borrower's obtaining knowledge
     of the institution of, or written threat of, any action, suit, proceeding,
     governmental investigation or arbitration against or affecting the
     Borrower or any of its Subsidiaries not previously disclosed pursuant to
     Section 7.1(i), which action, suit, proceeding, governmental investigation
     or arbitration exposes, or in the case of multiple actions, suits,
     proceedings, governmental investigations or arbitrations arising out of
     the same general allegations or circumstances which expose, in the
     Borrower's reasonable judgment, the Borrower or any of its Subsidiaries to
     liability in an amount aggregating $1,000,000 or more and is not covered
     by Borrower's insurance, the Borrower shall give written notice thereof to
     the Payment and Disbursement Agent and the Lenders and provide such other
     information as may be reasonably available to enable each Lender and the
     Payment and Disbursement Agent and its counsel to evaluate such matters;
     (ii) as soon as practicable and in any event within fifty (50) days after
     the end of each fiscal quarter of the Borrower, the Borrower shall provide
     a written quarterly report to the Payment and Disbursement Agent and the
     Lenders covering the institution of, or written threat of, any action,
     suit, proceeding, governmental investigation or arbitration (not previ
     ously reported) against or affecting the Borrower or any of its Subsid
     iaries or any Property of the Borrower or any of its Subsidiaries not
     previously disclosed by the Borrower to the Payment and Disbursement Agent
     and the Lenders, and shall provide such other information at such time as
     may be reasonably available to enable each Lender and the Payment and
     Disbursement Agent and its counsel to evaluate such matters; and (iii) in
     addition to the requirements set forth in clauses (i) and (ii) of this Sec
     tion 8.4, the Borrower upon request of the Payment and Disbursement Agent
     or the Requisite Lenders shall promptly give written notice of the status
     of any action, suit, proceeding, governmental investigation or arbitration
     covered by a report delivered pursuant to clause (i) or (ii) above and pro
     vide such other information as may be reasonably available to it to enable
     each Lender and the Payment and Disbursement Agent and its counsel to
     evaluate such matters.

     8.5    Insurance.  As soon as practicable and in any event by January 1st
of each calendar year, the Borrower shall deliver to the Payment and
Disbursement Agent and the Lenders (i) a report in form and substance
reasonably satisfactory to the Payment and Disbursement Agent and the Lenders
outlining all insurance coverage maintained as of the date of such report by
the Borrower and its Subsidiaries and the duration of such coverage and (ii)
evidence that all premiums with respect to such coverage have been paid when
due.

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

     (a)    within fifteen (15) Business Days after the Borrower or any
     ERISA Affiliate knows or has reason to know that a Termination Event
     has occurred, a written statement of the chief financial officer of
     the Borrower describing such Termination Event and the action, if
     any, which the Borrower or any ERISA Affiliate has taken, is taking
     or proposes to take with respect thereto, and when known, any action
     taken or threatened by the IRS, DOL or PBGC with respect thereto;

     (b)   within fifteen (15) Business Days after the Borrower knows
     or has reason to know that a prohibited transaction (defined in Sec
     tions 406 of ERISA and Section 4975 of the Internal Revenue Code) has
     occurred, a statement of the chief financial officer of the Borrower
     describing such transaction and the action which the Borrower or any
     ERISA Affiliate has taken, is taking or proposes to take with respect
     thereto;

     (c)  within fifteen (15) Business Days after the filing of the
     same with the DOL, IRS or PBGC, copies of each annual report (form
     5500 series), including Schedule B thereto, filed with respect to
     each Benefit Plan;

     (d)  within fifteen (15) Business Days after receipt by the
     Borrower or any ERISA Affiliate of each actuarial report for any
     Benefit Plan or Multiemployer Plan and each annual report for any
     Multiemployer Plan, copies of each such report;

     (e)  within fifteen (15) Business Days after the filing of the
     same with the IRS, a copy of each funding waiver request filed with
     respect to any Benefit Plan and all communications received by the
     Borrower or any ERISA Affiliate with respect to such request;

     (f)  within fifteen (15) Business Days after the occurrence any
     material increase in the benefits of any existing Benefit Plan or
     Multiemployer Plan or the establishment of any new Benefit Plan or
     the commencement of contributions to any Benefit Plan or
     Multiemployer Plan to which the Borrower or any ERISA Affiliate to
     which the Borrower or any ERISA Affiliate was not previously contrib
     uting, notification of such increase, establishment or commencement;

     (g)  within fifteen (15) Business Days after the Borrower or any
     ERISA Affiliate receives notice of the PBGC's intention to terminate
     a Benefit Plan or to have a trustee appointed to administer a Benefit
     Plan, copies of each such notice;

     (h)  within fifteen (15) Business Days after the Borrower or any
     of its Subsidiaries receives notice of any unfavorable determination
     letter from the IRS regarding the qualification of a Plan under
     Section 401(a) of the Internal Revenue Code, copies of each such
     letter;

     (i)  within fifteen (15) Business Days after the Borrower or any
     ERISA Affiliate receives notice from a Multiemployer Plan regarding
     the imposition of withdrawal liability, copies of each such notice;

     (j)  within fifteen (15) Business Days after the Borrower or any
     ERISA Affiliate fails to make a required installment or any other re
     quired payment under Section 412 of the Internal Revenue Code on or
     before the due date for such installment or payment, a notification
     of such failure; and

     (k)  within fifteen (15) Business Days after the Borrower or any
     ERISA Affiliate knows or has reason to know (i) a Multiemployer Plan
     has been terminated, (ii) the administrator or plan sponsor of a
     Multiemployer Plan intends to terminate a Multiemployer Plan, or
     (iii) the PBGC has instituted or will institute proceedings under
     Section 4042 of ERISA to terminate a Multiemployer Plan, notification
     of such termination, intention to terminate, or institution of
     proceedings.

For purposes of this Section 8.6, the Borrower and any ERISA Affiliate shall be
deemed to know all facts known by the "Administrator" of any Plan of which the
Borrower or any ERISA Affiliate is the plan sponsor.

       8.7  Environmental Notices.  The Borrower shall notify the Payment and
Disbursement Agent and the Lenders in writing, promptly upon any representative
of the Borrower or other employee of the Borrower responsible for the environ
mental matters at any Property of the Borrower learning thereof, of any of the
following (together with any material documents and correspondence received or
sent in connection therewith):

          (a)  notice or claim to the effect that the Borrower or any of
     its Subsidiaries is or may be liable to any Person as a result of the
     Release or threatened Release of any Contaminant into the envi
     ronment, if such liability  would result in a Material Adverse
     Effect;

          (b)  notice that the Borrower or any of its Subsidiaries is
     subject to investigation by any Governmental Authority evaluating
     whether any Remedial Action is needed to respond to the Release or
     threatened Release of any Contaminant into the environment;

          (c)  notice that any Property of the Borrower or any of its
     Subsidiaries is subject to an Environmental Lien if the claim to
     which such Environmental Lien relates would result in a Material
     Adverse Effect;

          (d)  notice of violation by the Borrower or any of its Subsid
     iaries of any Environmental, Health or Safety Requirement of Law;

          (e)  any condition which might reasonably result in a violation
     by the Borrower or any Subsidiary of the Borrower of any Environmen
     tal, Health or Safety Requirement of Law, which violation would
     result in a Material Adverse Effect;

          (f)  commencement or threat of any judicial or administrative
     proceeding alleging a violation by the Borrower or any of its Subsid
     iaries of any Environmental, Health or Safety Requirement of Law,
     which would result in a Material Adverse Effect;

          (g)  new or proposed changes to any existing Environmental,
     Health or Safety Requirement of Law that could result in a Material
     Adverse Effect; or

          (h)  any proposed acquisition of stock, assets, real estate, or
     leasing of Property, or any other action by the Borrower or any of
     its Subsidiaries that could subject the Borrower or any of its
     Subsidiaries to environmental, health or safety Liabilities and Costs
     which could result in a Material Adverse Effect.

          8.8  Labor Matters.  The Borrower shall notify the Payment and
Disbursement Agent and the Lenders in writing, promptly upon the Borrower's
learning thereof, of any labor dispute to which the Borrower or any of its
Subsidiaries may become a party (including, without limitation, any strikes,
lockouts or other disputes relating to any Property of such Persons' and other
facilities) which could result in a Material Adverse Effect.

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

          8.10  Tenant Notifications.  The Borrower shall promptly notify the
Payment and Disbursement Agent upon obtaining knowledge of the bankruptcy or
cessation of operations of any tenant to which greater than 3% of the
Borrower's share of consolidated minimum rent is attributable.

      8.11  Other Reports.  The Borrower shall deliver or cause to be delivered
to the Payment and Disbursement Agent and the other Lenders copies of all
financial statements, reports, notices and other materials, if any, sent or
made available generally by any General Partner and/or the Borrower to its re
spective Securities holders or filed with the Commission, all press releases
made available generally by any General Partner and/or the Borrower or any of
its Subsidiaries to the public concerning material developments in the business
of any General Partner, the Borrower or any such Subsidiary and all notifica
tions received by the General Partners, the Borrower or its Subsidiaries
pursuant to the Securities Exchange Act and the rules promulgated thereunder.

      8.12  Other Information.  Promptly upon receiving a request therefor from
the Payment and Disbursement Agent or any Arranger or Co-Agent, the Borrower
shall prepare and deliver to the Payment and Disbursement Agent and the other
Lenders such other information with respect to either General Partner, the Bor
rower, or any of its Subsidiaries, as from time to time may be reasonably
requested by the Payment and Disbursement Agent or any Arranger.


                                  ARTICLE IX
                             AFFIRMATIVE COVENANTS

          Borrower covenants and agrees that so long as any Revolving Credit
Commitments are outstanding and thereafter until payment in full of all of the
Obligations (other than indemnities pursuant to Section 15.3 not yet due),
unless the Requisite Lenders shall otherwise give prior written consent:

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

      9.2   Powers; Conduct of Business.  The Borrower shall remain qualified,
and shall cause each of its Subsidiaries to qualify and remain qualified, to do
business and maintain its good standing in each jurisdiction in which the
nature of its business and the ownership of its Property requires it to be so
qualified and in good standing.

      9.3   Compliance with Laws, Etc.  The Borrower shall, and shall cause
each of its Subsidiaries to, (a) comply with all Requirements of Law and all
restrictive covenants affecting such Person or the business, Property, assets
or operations of such Person, and (b) obtain and maintain as needed all Permits
necessary for its operations (including, without limitation, the operation of
the Projects) and maintain such Permits in good standing, except where
noncompliance with either clause (a) or (b) above is not reasonably likely to
have a Material Adverse Effect; provided, however, that the Borrower shall, and
shall cause each of its Subsidiaries to, comply with all Environmental, Health
or Safety Requirements of Law affecting such Person or the business, Property,
assets or operations of such Person.

      9.4   Payment of Taxes and Claims.    The Borrower shall pay, and cause
each of its Subsidiaries to pay, (i) all taxes, assessments and other
governmental charges imposed upon it or on any of its Property or assets or in
respect of any of its franchises, licenses, receipts, sales, use, payroll,
employment, business, income or Property before any penalty or interest accrues
thereon, and (ii) all Claims (including, without limitation, claims for labor,
services, materials and supplies) for sums which have become due and payable
and which by law have or may become a Lien (other than a Lien permitted by
Section 10.3 or a Customary Permitted Lien for property taxes and assessments
not yet due upon any of the Borrower's or any of the Borrower's Subsidiaries'
Property or assets, prior to the time when any penalty or fine shall be
incurred with respect thereto; provided, however, that no such taxes, assess
ments, fees and governmental charges referred to in clause (i) above or Claims
referred to in clause (ii) above need be paid if being contested in good faith
by appropriate proceedings diligently instituted and conducted and if such
reserve or other appropriate provision, if any, as shall be required in
conformity with GAAP shall have been made therefor.

      9.5   Insurance.  The Borrower shall maintain for itself and its
Subsidiaries, or shall cause each of its Subsidiaries to maintain in full force
and effect the insurance policies and programs listed on Schedule 7.1-U or sub
stantially similar policies and programs or other policies and programs as are
reasonably acceptable to the Payment and Disbursement Agent.  All such policies
and programs shall be maintained with insurers reasonably acceptable to the
Payment and Disbursement Agent.

      9.6   Inspection of Property; Books and Records; Discussions.  The
Borrower shall permit, and cause each of its Subsidiaries to permit, any
authorized representative(s) designated by either the Payment and Disbursement
Agent or any Arranger, Co-Agent or other Lender to visit and inspect any of the
Projects or inspect the MIS of the Borrower or any of its Subsidiaries which
relates to the Projects, to examine, audit, check and make copies of their
respective financial and accounting records, books, journals, orders, receipts
and any correspondence and other data relating to their respective businesses
or the transactions contemplated hereby (including, without limitation, in
connection with environmental compliance, hazard or liability), and to discuss
their affairs, finances and accounts with their officers and independent certi
fied public accountants, all with a representative of the Borrower present,
upon reasonable notice and at such reasonable times during normal business
hours, as often as may be reasonably requested.  Each such visitation and in
spection shall be at such visitor's expense.  The Borrower shall keep and main
tain, and cause its Subsidiaries to keep and maintain, in all material respects
on its MIS and otherwise proper books of record and account in which entries in
conformity with GAAP shall be made of all dealings and transactions in relation
to their respective businesses and activities.

      9.7   ERISA Compliance.  The Borrower shall, and shall cause each of its
Subsidiaries and ERISA Affiliates to, establish, maintain and operate all Plans
to comply in all material respects with the provisions of ERISA, the Internal
Revenue Code, all other applicable laws, and the regulations and interpreta
tions thereunder and the respective requirements of the governing documents for
such Plans.

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

      9.9   Hedging Requirements.  The Borrower shall maintain "Interest Rate
Hedges" (as defined below) on a notional amount of Indebtedness of the Borrower
and its Subsidiaries which, when added to the aggregate principal amount of
Indebtedness of the Borrower and its Subsidiaries which bears interest at a
fixed rate, equals or exceeds 75% of the aggregate principal amount of all
Indebtedness of the Borrower and its Subsidiaries.  "Interest Rate Hedges"
shall mean interest rate exchange, collar, cap, swap, adjustable strike cap,
adjustable strike corridor or similar agreements having terms, conditions and
tenors reasonably acceptable to the Payment and Disbursement Agent entered into
by the Borrower and/or its Subsidiaries in order to provide protection to, or
minimize the impact upon, the Borrower and/or such Subsidiaries of increasing
floating rates of interest applicable to Indebtedness.

      9.10  Company Status.  The Company shall at all times (1) remain a
publicly traded company listed on the New York Stock Exchange or other national
stock exchange; (2) maintain its status as a REIT under the Internal Revenue
Code, (3) retain direct or indirect management and control of the Borrower, and
(4) own, directly or indirectly, no less than ninety-nine percent (99%) of the
equity Securities of SD (or any other General Partner of the Borrower).

      9.11    Ownership of Projects, Minority Holdings and Property. The owner
ship of substantially all wholly-owned Projects, Minority Holdings and other
Property of the Consolidated Businesses shall be held by the Borrower and its
Subsidiaries and shall not be held directly by any General Partner.


                                  ARTICLE X
                              NEGATIVE COVENANTS

          Borrower covenants and agrees that it shall comply with the following
covenants so long as any Revolving Credit Commitments are outstanding and
thereafter until payment in full of all of the Obligations (other than
indemnities pursuant to Section 15.3 not yet due), unless the Requisite Lenders
shall otherwise give prior written consent:

       10.1 Indebtedness.  Neither the Borrower nor any of its Subsidiaries
shall directly or indirectly create, incur, assume or otherwise become or
remain directly or indirectly liable with respect to any Indebtedness, except
Indebtedness which, when aggregated with Indebtedness of the General Partners,
the Borrower or any of their respective Subsidiaries and Minority Holdings
Indebtedness allocable in accordance with GAAP to the Borrower or any Sub
sidiary of the Borrower as of the time of determination, would not exceed (i)
sixty percent (60%) of Capitalization Value as of the date of incurrence, or
(ii) in the case of Secured Indebtedness of the Consolidated Businesses and the
Borrower's proportionate share of Secured Indebtedness of its Minority Hold
ings, fifty-five percent (55%) of the Capitalization Value.  In addition, nei
ther the Borrower nor any of its Subsidiaries shall incur, directly or indi
rectly, Indebtedness for borrowed money from any of the General Partners,
unless such Indebtedness is unsecured and expressly subordinated to the payment
of the Obligations.

       10.2 Sales of Assets.  Neither the Borrower nor any of its Subsidiaries
shall sell, assign, transfer, lease, convey or otherwise dispose of any
Property, whether now owned or hereafter acquired, or any income or profits
therefrom, or enter into any agreement to do so which would result in a
Material Adverse Effect.

       10.3 Liens.  Neither the Borrower nor any of its Subsidiaries shall
directly or indirectly create, incur, assume or permit to exist any Lien on or
with respect to any Property, except:

       (a)   Liens with respect to Capital Leases of Equipment entered
     into in the ordinary course of business of the Borrower pursuant to
     which the aggregate Indebtedness under such Capital Leases does not
     exceed $100,000 for any Project;
       (b)   Liens securing permitted Secured Indebtedness; and

       (c)   Customary Permitted Liens.

      10.4   Investments.  Neither the Borrower nor any of its Subsidiaries
shall directly or indirectly make or own any Investment except:

      (a)    Investments in Cash Equivalents;

      (b)    Subject to the limitations of clause (e) below, Investments in
     the Borrower's Subsidiaries, the Borrower's Affiliates and the Management
     Company;

      (c)    Investments in the form of advances to employees in the
     ordinary course of business; provided that the aggregate principal
     amount of all such loans at any time outstanding shall not exceed
     $1,000,000;

      (d)    Investments received in connection with the bankruptcy or
     reorganization of suppliers and lessees and in settlement of delin
     quent obligations of, and other disputes with, lessees and suppliers
     arising in the ordinary course of business;

      (e)    Investments (i) in any individual Project (other than Mall
     of America), which when combined with like Investments of the General
     Partners in such Project, do not exceed ten percent (10%) of the
     Capitalization Value after giving effect to such Investments of the
     Borrower or (ii) in a single Person owning a Project or Property, or
     a portfolio of Projects or Properties, which when combined with like
     Investments of the General Partners in such Person, do not exceed
     thirty-three percent (33%) of the Capitalization Value after giving
     effect to such Investments of the Borrower, it being understood that
     no Investment in any individual Person will be permitted if the
     Borrower's allocable share of the Investment of such Person in any
     individual Project would exceed the limitation described in clause
     (i) hereinabove.

      10.5   Conduct of Business.  Neither the Borrower nor any of its
Subsidiaries shall engage in any business, enterprise or activity other than
(a) the businesses of acquiring, developing, re-developing and managing predom
inantly retail and mixed use Projects and portfolios of like Projects and (b)
any business or activities which are substantially similar, related or
incidental thereto.

      10.6  Transactions with Partners and Affiliates.  Neither the Borrower
nor any of its Subsidiaries shall directly or indirectly enter into or permit
to exist any transaction (including, without limitation, the purchase, sale,
lease or exchange of any property or the rendering of any service) with any
holder or holders of more than five percent (5%) of any class of equity Securi
ties of the Borrower, or with any Affiliate of the Borrower which is not its
Subsidiary, on terms that determined by the respective Boards of Directors of
the General Partners to be less favorable to the Borrower or any of its
Subsidiaries, as applicable, than those that might be obtained in an arm's
length transaction at the time from Persons who are not such a holder or Affil
iate.  Nothing contained in this Section 10.6 shall prohibit (a) increases in
compensation and benefits for officers and employees of the Borrower or any of
its Subsidiaries which are customary in the industry or consistent with the
past business practice of the Borrower or such Subsidiary, provided that no
Event of Default or Potential Event of Default has occurred and is continuing;
(b) payment of customary partners' indemnities; or (c) performance of any
obligations arising under the Loan Documents.

      10.7  Restriction on Fundamental Changes.  Neither the Borrower nor any
of its Subsidiaries shall enter into any merger or consolidation, or liquidate,
wind-up or dissolve (or suffer any liquidation or dissolution), or convey,
lease, sell, transfer or otherwise dispose of, in one transaction or series of
transactions, all or substantially all of the Borrower's or any such
Subsidiary's business or Property, whether now or hereafter acquired, except in
connection with issuance, transfer, conversion or repurchase of limited
partnership interests in Borrower. Notwithstanding the foregoing, (i) the
Borrower shall be permitted to merge with another Person so long as the
Borrower is the surviving Person following such merger, and (ii) the SDG
Reorganization Transactions shall be permitted, subject to the terms of Article
XIV hereof.
      10.8  Margin Regulations; Securities Laws.  Neither the Borrower nor any
of its Subsidiaries, shall use all or any portion of the proceeds of any credit
extended under this Agreement to purchase or carry Margin Stock.

      10.9  ERISA.  The Borrower shall not and shall not permit any of its
Subsidiaries or ERISA Affiliates to:

      (a)   engage in any prohibited transaction described in Sections
     406 of ERISA or 4975 of the Internal Revenue Code for which a
     statutory or class exemption is not available or a private exemption
     has not been previously obtained from the DOL;

      (b)   permit to exist any accumulated funding deficiency (as
     defined in Sections 302 of ERISA and 412 of the Internal Revenue
     Code), with respect to any Benefit Plan, whether or not waived;

      (c)   fail to pay timely required contributions or annual install
     ments due with respect to any waived funding deficiency to any
     Benefit Plan;

      (d)   terminate any Benefit Plan which would result in any
     liability of Borrower or any ERISA Affiliate under Title IV of ERISA;

      (e)   fail to make any contribution or payment to any
     Multiemployer Plan which Borrower or any ERISA Affiliate may be
     required to make under any agreement relating to such Multiemployer
     Plan, or any law pertaining thereto;

      (f)   fail to pay any required installment or any other payment
     required under Section 412 of the Internal Revenue Code on or before
     the due date for such installment or other payment; or

      (g)   amend a Benefit Plan resulting in an increase in current
     liability for the plan year such that the Borrower or any ERISA
     Affiliate is required to provide security to such Plan under Section
     401(a)(29) of the Internal Revenue Code.

      10.10  Organizational Documents.  Neither the General Partners, the Bor
rower nor any of its Subsidiaries shall amend, modify or otherwise change any
of the terms or provisions in any of their respective Organizational Documents
as in effect on the Closing Date, except amendments to effect (a) a change of
name of the Borrower or any such Subsidiary, provided that the Borrower shall
have provided the Payment and Disbursement Agent with sixty (60) days prior
written notice of any such name change, or (b) changes that would not affect
such Organizational Documents in any material manner not otherwise permitted
under this Agreement.

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

      10.12 Other Financial Covenants.

      (a)    Minimum Combined Equity Value.  The Combined Equity Value shall
at no time be less than $2,400,000,000.

      (b)    Consolidated Interest Coverage Ratio.  As of the first day of
each fiscal quarter for the immediately preceding consecutive four fiscal quar
ters, the ratio of (i) Combined EBITDA to (ii) Combined Interest Expense shall
not be less than 1.8 to 1.0.

      (c)    Minimum Debt Service Coverage Ratio.  As of the first day of
each fiscal quarter for the immediately preceding consecutive four fiscal quar
ters, the ratio of Combined EBITDA to Combined Debt Service shall not be less
than 1.60 to 1.00.

      (d)    Minimum Debt Yield.  As of the first day of each fiscal quarter
for the immediately preceding consecutive four fiscal quarters, the ratio (ex
pressed as a percentage) (the "Debt Yield") of (1) Combined EBITDA to (2) Total
Adjusted Outstanding Indebtedness (less unrestricted Cash and Cash Equivalents
of the Borrower) shall not be less than 13.5%.

      (e)    Unencumbered Combined EBITDA to Total Unsecured Outstanding
Indebtedness.  As of the first day of each fiscal quarter for the immediately
preceding consecutive four fiscal quarters, the ratio (expressed as a percent
age) (the "Unsecured Debt Yield") of (i) the Unencumbered Combined EBITDA to
(ii) Total Unsecured Outstanding Indebtedness (less unrestricted Cash and Cash
Equivalents of the Borrower) shall not be less than 11%.

      (f)    Unencumbered Combined EBITDA to Unsecured Interest Expense.  As
of the first day of each fiscal quarter for the immediately preceding
consecutive four fiscal quarters, the ratio of (i) the Unencumbered Combined
EBITDA to (ii) Unsecured Interest Expense shall not be less than 1.5 to 1.0.

      10.13 Pro Forma Adjustments.  In connection with an acquisition of a
Project, a Property, or a portfolio of Projects or Properties, by any of the
Consolidated Businesses or any Minority Holding (whether such acquisition is
direct or through the acquisition of a Person which owns such Property), the
financial covenants contained in this Agreement shall be calculated as follows
on a pro forma basis (with respect to the pro rata share of the Borrower in the
case of an acquisition by a Minority Holding), which pro forma calculation
shall be effective until the last day of the fourth fiscal quarter following
such acquisition (or such earlier test period, as applicable), at which time
actual performance shall be utilized for such calculations.

      (a)   Annual EBITDA.  Annual EBITDA for the acquired Property shall be
deemed to be an amount equal to (i) the net purchase price of the acquired
Property (or the Borrower's pro rata share of such net purchase price in the
event of an acquisition by a Minority Holding) for the first fiscal quarter
following such acquisition, multiplied by 8.25% and (ii) for the succeeding
three fiscal quarters, Annual EBITDA shall be deemed the greater of (A) the net
purchase price multiplied by 8.25%, or (B) the actual EBITDA from such acquired
Property during the period following Borrower's (direct or indirect) acquisi
tion, computed on an annualized basis, provided that such annualized EBITDA
shall in no event exceed the final product obtained after multiplying (1) the
net purchase price by (2) 1.1, and then by (3) 8.25%.

      (b)  Combined EBITDA.  The pro forma calculation of Annual EBITDA for
the acquired Property shall be added to the calculation of Combined EBITDA.

      (c)  Unencumbered Combined EBITDA. If, after giving effect to the
acquisition, the acquired Property will not be encumbered by Secured
Indebtedness, then the pro forma Annual EBITDA for the acquired Property shall
be added to the calculation of Unencumbered Combined EBITDA.

      (d)  Secured Indebtedness. Any Indebtedness secured by a Lien in
curred and/or assumed in connection with such acquisition of a Property shall
be added to the calculation of Secured Indebtedness.

      (e)  Total Adjusted Outstanding Indebtedness. Any Indebtedness
incurred and/or assumed in connection with such acquisition shall be added to
the calculation of Total Adjusted Outstanding Indebtedness.

      (f)  Combined Interest Expense. If any Indebtedness is incurred or
assumed in connection with such acquisition, then the amount of interest
expense to be incurred on such Indebtedness during the period following such
acquisition, computed on an annualized basis during the applicable period,
shall be added to the calculation of Combined Interest Expense.

      (g)  Total Unsecured Outstanding Indebtedness.  Any Indebtedness
which is not secured by a Lien and which is incurred and/or assumed in connec
tion with such acquisition shall be added to the calculation of Total Unsecured
Outstanding Indebtedness.

      (h)  Unsecured Interest Expense.   If any unsecured Indebtedness is
incurred or assumed in connection with such acquisition, then the amount of
interest expense to be incurred on such Indebtedness during the period
following such acquisition, computed on an annualized basis during the
applicable period, shall be added to the calculation of Unsecured Interest
Expense.

      (i)  Debt Yield and Unencumbered Debt Yield.  For purposes of
calculating Debt Yield and Unencumbered Debt Yield only, non-recourse
Indebtedness and completion guarantees incurred for the construction of new
Projects shall, until such time as the interest expense associated with such
financing need no longer be capitalized in accordance with GAAP, be excluded
from the calculation of Total Adjusted Outstanding Indebtedness (provided that
recourse Indebtedness and repayment guarantees shall be included in such calcu
lation).

                                 ARTICLE XI
                    EVENTS OF DEFAULT; RIGHTS AND REMEDIES

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

       (a)  Failure to Make Payments When Due.  The Borrower shall fail to
pay (i) when due any principal payment on the Obligations which is due on the
Revolving Credit Termination Date or pursuant to the terms of Section 2.1(a),
Section 2.2, Section 2.4, or Section 4.1(d) or (ii) within five Business Days
after the date on which due, any interest payment on the Obligations or any
principal payment pursuant to the terms of Section 4.1(a) or (iii) when due,
any principal payment on the Obligations not referenced in clauses (i) or (ii)
hereinabove.

       (b)  Breach of Certain Covenants.  The Borrower shall fail duly and
punctually to perform or observe any agreement, covenant or obligation binding
on such Person under Sections 8.3, 9.1, 9.2, 9.3, 9.4, 9.5, 9.6, or Article X.

       (c)  Breach of Representation or Warranty.  Any representation or
warranty made by the Borrower to the Payment and Disbursement Agent, any
Arranger or any other Lender herein or by the Borrower or any of its Subsid
iaries in any of the other Loan Documents or in any statement or certificate at
any time given by any such Person pursuant to any of the Loan Documents shall
be false or misleading in any material respect on the date as of which made.

       (d)  Other Defaults.  Except as set forth in the next sentence, the
Borrower shall default in the performance of or compliance with any term
contained in this Agreement (other than as identified in paragraphs (a), (b) or
(c) of this Section 11.1), or any default or event of default shall occur under
2any of the other Loan Documents, and such default or event of default shall con
tinue for twenty (20) days after receipt of written notice from the Payment and
Disbursement Agent thereof.  With respect to any failure in the performance of
or compliance with the terms of Section 9.9, such failure or noncompliance
shall not constitute an Event of Default so long as the Borrower cures such
failure or noncompliance within one hundred eighty (180) days after the receipt
of written notice from the Payment and Disbursement Agent thereof.

       (e)  Acceleration of Other Indebtedness.  Any breach, default or
event of default shall occur, or any other condition shall exist under any
instrument, agreement or indenture pertaining to any recourse Indebtedness
(other than the Obligations) of the Borrower or its Subsidiaries aggregating
$30,000,000 or more, and the effect thereof is to cause an acceleration,
mandatory redemption or other required repurchase of such Indebtedness, or
permit the holder(s) of such Indebtedness to accelerate the maturity of any
such Indebtedness or require a redemption or other repurchase of such Indebt
edness; or any such Indebtedness shall be otherwise declared to be due and
payable (by acceleration or otherwise) or required to be prepaid, redeemed or
otherwise repurchased by the Borrower or any of its Subsidiaries (other than by
a regularly scheduled required prepayment) prior to the stated maturity
thereof.

       (f)  Involuntary Bankruptcy; Appointment of Receiver, Etc.

              (i) An involuntary case shall be commenced against any General
     Partner, the Borrower, or any of its Subsidiaries to which $150,000,000 or
     more of the Combined Equity Value is attributable, and the petition shall
     not be dismissed, stayed, bonded or discharged within sixty (60) days
     after commencement of the case; or a court having jurisdiction in the
     premises shall enter a decree or order for relief in respect of any Gener
     al Partner, the Borrower or any of its Subsidiaries in an involuntary
     case, under any applicable bankruptcy, insolvency or other similar law now
     or hereinafter in effect; or any other similar relief shall be granted
     under any applicable federal, state, local or foreign law; or the
     respective board of directors of any General Partner or Limited Partners
     of the Borrower or the board of directors or partners of any of the
     Borrower's Subsidiaries (or any committee thereof) adopts any resolution
     or otherwise authorizes any action to approve any of the foregoing.

           (ii) A decree or order of a court having jurisdiction in the
     premises for the appointment of a receiver, liquidator, sequestrator,
     trustee, custodian or other officer having similar powers over any of the
     General Partners, the Borrower, or any of its Subsidiaries to which
     $150,000,000 or more of the Combined Equity Value is attributable, or over
     all or a substantial part of the Property of any of the General Partners,
     the Borrower or any of such Subsidiaries shall be entered; or an interim
     receiver, trustee or other custodian of any of the General Partners, the
     Borrower or any of such Subsidiaries or of all or a substantial part of
     the Property of any of the General Partners, the Borrower or any of such
     Subsidiaries shall be appointed or a warrant of attachment, execution or
     similar process against any substantial part of the Property of any of the
     General Partners, the Borrower or any of such Subsidiaries shall be issued
     and any such event shall not be stayed, dismissed, bonded or discharged
     within sixty (60) days after entry, appointment or issuance; or the
     respective board of directors of any of the General Partners, the General
     Partner or Limited Partners of the Borrower or the board of directors or
     partners of any of Borrower's Subsidiaries (or any committee thereof)
     adopts any resolution or otherwise authorizes any action to approve any of
     the foregoing.

           (g) Voluntary Bankruptcy; Appointment of Receiver, Etc.  Any of the
General Partners, the Borrower, or any of its Subsidiaries to which
$150,000,000 or more of the Combined Equity Value is attributable, shall
commence a voluntary case under any applicable bankruptcy, insolvency or other
similar law now or hereafter in effect, or shall consent to the entry of an
order for relief in an involuntary case, or to the conversion of an involuntary
case to a voluntary case, under any such law, or shall consent to the appoint
ment of or taking possession by a receiver, trustee or other custodian for all
or a substantial part of its Property; or any of the General Partners, the
Borrower or any of such Subsidiaries shall make any assignment for the benefit
of creditors or shall be unable or fail, or admit in writing its inability, to
pay its debts as such debts become due.

           (h) Judgments and Unpermitted Liens.

           (i)    Any money judgment (other than a money judgment covered
     by insurance as to which the insurance company has acknowledged coverage),
     writ or warrant of attachment, or similar process against the Borrower or
     any of its Subsidiaries or any of their respective assets involving in any
     case an amount in excess of $15,000,000 (other than with respect to Claims
     arising out of non-recourse Indebtedness) is entered and shall remain
     undischarged, unvacated, unbonded or unstayed for a period of sixty (60)
     days or in any event later than five (5) days prior to the date of any
     proposed sale thereunder; provided, however, if any such judgment, writ or
     warrant of attachment or similar process is in excess of $30,000,000
     (other than with respect to Claims arising out of non-recourse Indebted
     ness), the entry thereof shall immediately constitute an Event of Default
     hereunder.

           (ii)  A federal, state, local or foreign tax Lien is filed
     against the Borrower which is not discharged of record, bonded over or
     otherwise secured to the satisfaction of the Payment and Disbursement
     Agent within fifty (50) days after the filing thereof or the date upon
     which the Payment and Disbursement Agent receives actual knowledge of the
     filing thereof for an amount which, either separately or when aggregated
     with the amount of any judgments described in clause (i) above and/or the
     amount of the Environmental Lien Claims described in clause (iii) below,
     equals or exceeds $15,000,000.

           (iii) An Environmental Lien is filed against any Project with
     respect to Claims in an amount which, either separately or when aggregated
     with the amount of any judgments described in clause (i) above and/or the
     amount of the tax Liens described in clause (ii) above, equals or exceeds
     $15,000,000.

           (i)  Dissolution.  Any order, judgment or decree shall be entered
against the Borrower decreeing its involuntary dissolution or split up; or the
Borrower shall otherwise dissolve or cease to exist except as specifically
permitted by this Agreement.

           (j)  Loan Documents.  At any time, for any reason, any Loan Document
ceases to be in full force and effect or the Borrower seeks to repudiate its
obligations thereunder.

           (k)  ERISA Termination Event.  Any ERISA Termination Event occurs
which the Payment and Disbursement Agent believes could subject either the
Borrower or any ERISA Affiliate to liability in excess of $500,000.

           (l)  Waiver Application.  The plan administrator of any Benefit Plan
applies under Section 412(d) of the Code for a waiver of the minimum funding
standards of Section 412(a) of the Internal Revenue Code and the Payment and
Disbursement Agent believes that the substantial business hardship upon which
the application for the waiver is based could subject either the Borrower or
any ERISA Affiliate to liability in excess of $500,000.

           (m)  Material Adverse Effect.  An event shall occur which has a
Material Adverse Effect.

           (n)  Certain Defaults Pertaining to the General Partners.  The
Company shall fail to (i) maintain its status as a REIT for federal income tax
purposes, (ii) continue as a general partner of the Borrower, (iii) maintain
ownership of no less than 99% of the equity Securities of SD (or any other
General Partner of the Borrower), (iv) comply with all Requirements of Law
applicable to it and its businesses and Properties, in each case where the
failure to so comply individually or in the aggregate will have or is
reasonably likely to have a Material Adverse Effect, (v) remain listed on the
New York Stock Exchange or other national stock exchange, or (vi) file all tax
returns and reports required to be filed by it with any Governmental Authority
as and when required to be filed or to pay any taxes, assessments, fees or
other governmental charges upon it or its Property, assets, receipts, sales,
use, payroll, employment, licenses, income, or franchises which are shown in
such returns, reports or similar statements to be due and payable as and when
due and payable, except for taxes, assessments, fees and other governmental
charges (A) that are being contested by the Company in good faith by an
appropriate proceeding diligently pursued, (B) for which adequate reserves have
been made on its books and records, and (C) the amounts the non-payment of
which would not, individually or in the aggregate, result in a Material Adverse
Effect.

     SD shall fail to (i) continue as the managing general partner of SDGLP,
(ii) remain a Subsidiary of the Company, (iii) comply with all Requirements of
Law applicable to it and its businesses and Properties, in each case where the
failure to so comply individually or in the aggregate will have or is
reasonably likely to have a Material Adverse Effect, or (iv) file all tax re
turns and reports required to be filed by it with any Governmental Authority as
and when required to be filed or to pay any taxes, assessments, fees or other
governmental charges upon it or its Property, assets, receipts, sales, use,
payroll, employment, licenses, income, or franchises which are shown in such
returns, reports or similar statements to be due and payable as and when due
and payable, except for taxes, assessments, fees and other governmental charges
(A) that are being contested by the Company in good faith by an appropriate
proceeding diligently pursued, (B) for which adequate reserves have been made
on its books and records, and (C) the amounts the non-payment of which would
not, individually or in the aggregate, result in a Material Adverse Effect.

        (o)    Merger or Liquidation of the General Partners or the Borrower.
Except pursuant to the SDG Reorganization Transactions, any General Partner
shall merge or liquidate with or into any other Person and, as a result thereof
and after giving effect thereto, (i) such General Partner is not the surviving
Person or (ii) such merger or liquidation would effect an acquisition of or
Investment in any Person not otherwise permitted under the terms of this
Agreement.  Except pursuant to the SDG Reorganization Transactions, the Borrow
er shall merge or liquidate with or into any other Person and, as a result
thereof and after giving effect thereto, (i) the Borrower is not the surviving
Person or (ii) such merger or liquidation would effect an acquisition of or
Investment in any Person not otherwise permitted under the terms of this
Agreement.

An Event of Default shall be deemed "continuing" until cured or waived in
writing in accordance with Section 15.7.

     11.2    Rights and Remedies.

               Acceleration and Termination.  Upon the occurrence of any Event
of Default described in Sections 11.1(f) or 11.1(g), the Revolving Credit
Commitments shall automatically and immediately terminate and the unpaid
principal amount of, and any and all accrued interest on, the Obligations and
all accrued fees shall automatically become immediately due and payable,
without presentment, demand, or protest or other requirements of any kind (in
cluding, without limitation, valuation and appraisement, diligence, pre
sentment, notice of intent to demand or accelerate and of acceleration), all of
which are hereby expressly waived by the Borrower; and upon the occurrence and
during the continuance of any other Event of Default, the Payment and
Disbursement Agent shall at the request, or may with the consent, of the
Requisite Lenders, by written notice to the Borrower, (i) declare that the
Revolving Credit Commitments are terminated, whereupon the Revolving Credit
Commitments and the obligation of each Lender to make any Loan hereunder and of
each Lender to issue or participate in any Letter of Credit not then issued
shall immediately terminate, and/or (ii) declare the unpaid principal amount of
and any and all accrued and unpaid interest on the Obligations to be, and the
same shall thereupon be, immediately due and payable, without presentment,
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 of acceleration), all of which are hereby
expressly waived by the Borrower.

     (b)   Rescission.  If at any time after termination of the Revolving
Credit Commitments and/or acceleration of the maturity of the Loans, the
Borrower shall pay all arrears of interest and all payments on account of prin
cipal of the Loans and Reimbursement Obligations which shall have become due
otherwise than by acceleration (with interest on principal and, to the extent
permitted by law, on overdue interest, at the rates specified in this
Agreement) and all Events of Default and Potential Events of Default (other
than nonpayment of principal of and accrued interest on the Loans due and
payable solely by virtue of acceleration) shall be remedied or waived pursuant
to Section 15.7, then upon the written consent of the Requisite Lenders and
written notice to the Borrower, the termination of the Revolving Credit Commit
ments and/or the acceleration and their consequences may be rescinded and
annulled; but such action shall not affect any subsequent Event of Default or
Potential Event of Default or impair any right or remedy consequent thereon.
The provisions of the preceding sentence are intended merely to bind the
Lenders to a decision which may be made at the election of the Requisite
Lenders; they are not intended to benefit the Borrower and do not give the
Borrower the right to require the Lenders to rescind or annul any acceleration
hereunder, even if the conditions set forth herein are met.

     (c)    Enforcement.  The Borrower acknowledges that in the event the
Borrower or any of its Subsidiaries fails to perform, observe or discharge any
of their respective obligations or liabilities under this Agreement or any
other Loan Document, any remedy of law may prove to be inadequate relief to the
Payment and Disbursement Agent, the Arrangers and the other Lenders; therefore,
the Borrower agrees that the Payment and Disbursement Agent, the Arrangers and
the other Lenders shall be entitled to temporary and permanent injunctive
relief in any such case without the necessity of proving actual damages.


                                  ARTICLE XII
                                  THE AGENTS

       12.1 Appointment.    Each Lender hereby designates and appoints UBS as
the Payment and Disbursement Agent, the Arrangers as the Arrangers and the Co-
Agents as the Co-Agents of such Lender under this Agreement, and each Lender
hereby irrevocably authorizes Payment and Disbursement Agent, the Arrangers and
the Co-Agents to take such actions on its behalf under the provisions of this
Agreement and the Loan Documents and to exercise such powers as are set forth
herein or therein together with such other powers as are reasonably incidental
thereto. The Payment and Disbursement Agent, the Arrangers and the Co-Agents
each agrees to act as such on the express conditions contained in this Article
XII.

       (b)    The provisions of this Article XII are solely for the benefit of
the Payment and Disbursement Agent, the Arrangers, the Co-Agents and the other
Lenders, and neither the Borrower, the General Partners nor any Subsidiary of
the Borrower shall have any rights to rely on or enforce any of the provisions
hereof (other than as expressly set forth in Section 12.7).  In performing its
respective functions and duties under this Agreement, the Payment and
Disbursement Agent, each Arranger and each Co-Agent shall act solely as agents
of the Lenders and do not assume and shall not be deemed to have assumed any
obligation or relationship of agency, trustee or fiduciary with or for any
General Partner, the Borrower or any Subsidiary of the Borrower.  The Payment
and Disbursement Agent, each Arranger and each Co-Agent may perform any of
their respective duties hereunder, or under the Loan Documents, by or through
their respective agents or employees.

     12.2   Nature of Duties.  The Payment and Disbursement Agent, the
Arrangers and the Co-Agents shall not have any duties or responsibilities
except those expressly set forth in this Agreement or in the Loan Documents.
The duties of the Payment and Disbursement Agent, the Arrangers and the Co-
Agents shall be mechanical and administrative in nature.  None of the Payment
and Disbursement Agent, any Arranger or any Co-Agent shall have by reason of
this Agreement a fiduciary relationship in respect of any Holder.  Nothing in
this Agreement or any of the Loan Documents, expressed or implied, is intended
to or shall be construed to impose upon the Payment and Disbursement Agent or
any Arranger or Co-Agent any obligations in respect of this Agreement or any of
the Loan Documents except as expressly set forth herein or therein.  The
Payment and Disbursement Agent and each Arranger and Co-Agent each hereby
agrees that its duties shall include providing copies of documents received by
such Agent from the Borrower which are reasonably requested by any Lender and
promptly notifying each Lender upon its obtaining actual knowledge of the occur
rence of any Event of Default hereunder.

     12.3  Right to Request Instructions.  The Payment and Disbursement Agent
and each Arranger and Co-Agent may at any time request instructions from the
Lenders with respect to any actions or approvals which by the terms of any of
the Loan Documents such Agent is permitted or required to take or to grant, and
such Agent shall be absolutely entitled to refrain from taking any action or to
withhold any approval and shall not be under any liability whatsoever to any
Person for refraining from any action or withholding any approval under any of
the Loan Documents until it shall have received such instructions from those
Lenders from whom such Agent is required to obtain such instructions for the
pertinent matter in accordance with the Loan Documents.  Without limiting the
generality of the foregoing, such Agent shall take any action, or refrain from
taking any action, which is permitted by the terms of the Loan Documents upon
receipt of instructions from those Lenders from whom such Agent is required to
obtain such instructions for the pertinent matter in accordance with the Loan
Documents, provided, that no Holder shall have any right of action whatsoever
against the Payment and Disbursement Agent or any Arranger or Co-Agent as a
result of such Agent acting or refraining from acting under the Loan Documents
in accordance with the instructions of the Requisite Lenders or, where required
by the express terms of this Agreement, a greater proportion of the Lenders.

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

     12.5  Indemnification.  To the extent that the Payment and Disbursement
Agent or any Arranger or Co-Agent is not reimbursed and indemnified by the Bor
rower, the Lenders will reimburse and indemnify such Agent for and against any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits,  and reasonable costs, expenses or disbursements of any kind
or nature whatsoever which may be imposed on, incurred by, or asserted against
it in any way relating to or arising out of the Loan Documents or any action
taken or omitted by such Agent under the Loan Documents, in proportion to each
Lender's Pro Rata Share.  Such Agent agrees to refund to the Lenders any of the
foregoing amounts paid to it by the Lenders which amounts are subsequently
recovered by such Agent from the Borrower or any other Person on behalf of the
Borrower.  The obligations of the Lenders under this Section 12.5 shall survive
the payment in full of the Loans, the Reimbursement Obligations and all other
Obligations and the termination of this Agreement.

     12.6  Agents Individually.  With respect to their respective Pro Rata
Share of the Revolving Credit Commitments hereunder, if any, and the Loans made
by them, if any, the Payment and Disbursement Agent, the Arrangers and the Co-
Agents shall have and may exercise the same rights and powers hereunder and is
subject to the same obligations and liabilities as and to the extent set forth
herein for any other Lender.  The terms "Lenders" or "Requisite Lenders" or any
similar terms shall, unless the context clearly otherwise indicates, include
UBS, each Arranger and each other Co-Agent in its respective individual capac
ity as a Lender or as one of the Requisite Lenders.  UBS and each other
Arranger and Co-Agent and each of their respective Affiliates may accept depos
its from, lend money to, and generally engage in any kind of banking, trust or
other business with the Borrower or any of its Subsidiaries as if UBS were not
acting as the Payment and Disbursement Agent and the other Arrangers and Co-
Agents were not acting as Arrangers and Co-Agents pursuant hereto.

     12.7   Successor Agents.
           (a) Resignation and Removal.  Any Agent may resign from the perfor
mance of all its functions and duties hereunder at any time by giving at least
thirty (30) Business Days' prior written notice to the Borrower and the other
Lenders, unless applicable law requires a shorter notice period or that there
be no notice period, in which instance such applicable law shall control.  Any
Agent may be removed (i) at the direction of Lenders whose Pro Rata Shares, in
the aggregate, are greater than fifty percent (50%), in the event the Agent is
not also a Lender having a Revolving Credit Commitment of at least $20,000,000
or six percent (6%) of the Revolving Credit Commitments of all of the Lenders
or (ii) at the direction of the Requisite Lenders, in the event such Agent
fails to perform its duties hereunder in any material respect.  Such resigna
tion or removal shall take effect upon the acceptance by a successor Agent of
appointment pursuant to this Section 12.7.

           (b) Appointment by Requisite Lenders.  Upon any such resignation or
removal becoming effective, (i) if a Arranger or Co-Agent shall then be acting
with respect to this Agreement, such Arranger or Co-Agent shall become the
Payment and Disbursement Agent or (ii) if no Arranger or Co-Agent shall then be
acting with respect to this Agreement, the Lenders shall have the right to
appoint a successor Payment and Disbursement Agent selected from among the Lend
ers.

           (c) Appointment by Retiring Agent.  If a successor Payment and
Disbursement Agent shall not have been appointed within the thirty (30)
Business Day or shorter period provided in paragraph (a) of this Section 12.7,
the retiring Agent shall then appoint a successor Agent who shall serve as
Payment and Disbursement Agent until such time, if any, as the Lenders appoint
a successor Agent as provided above.

           (d) Rights of the Successor and Retiring Agents.  Upon the
acceptance of any appointment as Payment and Disbursement Agent hereunder by a
successor Agent, such successor Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring
Agent, and the retiring Agent shall be discharged from its duties and obliga
tions under this Agreement.  After any retiring Agent's resignation hereunder
as Agent, the provisions of this Article XII shall inure to its benefit as to
any actions taken or omitted to be taken by it while it was the Agent under
this Agreement.

     12.8   Relations Among the Lenders.  Each Lender  agrees that it will not
take any legal action, nor institute any actions or proceedings, against the
Borrower or any other obligor hereunder with respect to any of the Obligations,
without the prior written consent of the Lenders.  Without limiting the gener
ality of the foregoing, no Lender may accelerate or otherwise enforce its
portion of the Obligations, or unilaterally terminate its Revolving Credit Com
mitment except in accordance with Section 11.2(a).


                                 ARTICLE XIII
                               YIELD PROTECTION

        13.1  Taxes.

          (a)  Payment of Taxes.  Any and all payments by the Borrower
hereunder or under any Note or other document evidencing any Obligations shall
be made, in accordance with Section 4.2, free and clear of and without
reduction for any and all present or future taxes, levies, imposts, deductions,
charges, withholdings, and all stamp or documentary taxes, excise taxes, ad
valorem taxes and other taxes imposed on the value of the Property, charges or
levies which arise from the execution, delivery or registration, or from
payment or performance under, or otherwise with respect to, any of the Loan
Documents or the Revolving Credit Commitments and all other liabilities with
respect thereto excluding, in the case of each Lender, taxes imposed on or mea
sured by net income or overall gross receipts and capital and franchise taxes
imposed on it by (i) the United States, (ii) the Governmental Authority of the
jurisdiction in which such Lender's Applicable Lending Office is located or any
political subdivision thereof or (iii) the Governmental Authority in which such
Person is organized, managed and controlled or any political subdivision
thereof (all such non-excluded taxes, levies, imposts, deductions, charges and
withholdings being hereinafter referred to as "Taxes").  If the Borrower shall
be required by law to withhold or deduct any Taxes from or in respect of any
sum payable hereunder or under any such Note or document to any Lender, (x) the
sum payable to such Lender shall be increased as may be necessary so that after
making all required withholding or deductions (including withholding or deduc
tions applicable to additional sums payable under this Section 13.1) such Lend
er receives an amount equal to the sum it would have received had no such
withholding or deductions been made, (y) the Borrower shall make such withhold
ing or deductions, and (z) the Borrower shall pay the full amount withheld or
deducted to the relevant taxation authority or other authority in accordance
with applicable law.

            (b)   Indemnification.  The Borrower will indemnify each Lender
against, and reimburse each on demand for, the full amount of all Taxes (includ
ing, without limitation, any Taxes imposed by any Governmental Authority on
amounts payable under this Section 13.1 and any additional income or franchise
taxes resulting therefrom) incurred or paid by such Lender or any of their re
spective Affiliates and any liability (including penalties, interest, and out-
of-pocket expenses paid to third parties) arising therefrom or with respect
thereto, whether or not such Taxes were lawfully payable.  A certificate as to
any additional amount payable to any Person under this Section 13.1 submitted
by it to the Borrower shall, absent manifest error, be final, conclusive and
binding upon all parties hereto.  Each Lender agrees, within a reasonable time
after receiving a written request from the Borrower, to provide the Borrower
and the Payment and Disbursement Agent with such certificates as are reasonably
required, and take such other actions as are reasonably necessary to claim such
exemptions as such Lender may be entitled to claim in respect of all or a
portion of any Taxes which are otherwise required to be paid or deducted or
withheld pursuant to this Section 13.1 in respect of any payments under this
Agreement or under the Notes.

         (c)  Receipts.  Within thirty (30) days after the date of any payment
of Taxes by the Borrower, it will furnish to the Payment and Disbursement
Agent, at its address referred to in Section 15.8, the original or a certified
copy of a receipt evidencing payment thereof.

           (d)   Foreign Bank Certifications.    Each Lender that is not
     created or organized under the laws of the United States or a political
     subdivision thereof shall deliver to the Borrower and the Payment and
     Disbursement Agent on the Closing Date or the date on which such Lender
     becomes a Lender pursuant to Section 15.1 hereof a true and accurate
     certificate executed in duplicate by a duly authorized officer of such
     Lender to the effect that such Lender is eligible to receive payments here
     under and under the Notes without deduction or withholding of United
     States federal income tax (I) under the provisions of an applicable tax
     treaty concluded by the United States (in which case the certificate shall
     be accompanied by two duly completed copies of IRS Form 1001 (or any
     successor or substitute form or forms)) or (II) under Sections 1442(c)(1)
     and 1442(a) of the Internal Revenue Code (in which case the certificate
     shall be accompanied by two duly completed copies of IRS Form 4224 (or any
     successor or substitute form or forms)).

            (ii) Each Lender further agrees to deliver to the Borrower and the
     Payment and Disbursement Agent from time to time, a true and accurate
     certificate executed in duplicate by a duly authorized officer of such
     Lender before or promptly upon the occurrence of any event requiring a
     change in the most recent certificate previously delivered by it to the
     Borrower and the Payment and Disbursement Agent pursuant to this
     Section 13.1(d).  Each certificate required to be delivered pursuant to
     this Section 13.1(d)(ii) shall certify as to one of the following:

           (A) that such Lender can continue to receive payments hereunder
     and under the Notes without deduction or withholding of United States
     federal income tax;

           (B) that such Lender cannot continue to receive payments here
     under and under the Notes without deduction or withholding of United
     States federal income tax as specified therein but does not require
     additional payments pursuant to Section 13.1(a) because it is enti
     tled to recover the full amount of any such deduction or withholding
     from a source other than the Borrower; or

           (c) that such Lender is no longer capable of receiving payments
     hereunder and under the Notes without deduction or withholding of
     United States federal income tax as specified therein and that it is
     not capable of recovering the full amount of the same from a source
     other than the Borrower.

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

     13.2  Increased Capital.  If after the date hereof any Lender determines
that (i) the adoption or implementation of or any change in or in the inter
pretation or administration of any law or regulation or any guideline or
request from any central bank or other Governmental Authority or quasi-
governmental authority exercising jurisdiction, power or control over any
Lender or banks or financial institutions generally (whether or not having the
force of law), compliance with which affects or would affect the amount of
capital required or expected to be maintained by such Lender or any corporation
controlling such Lender and (ii) the amount of such capital is increased by or
based upon (A) the making or maintenance by any Lender of its Loans, any
Lender's participation in or obligation to participate in the Loans, Letters of
Credit or other advances made hereunder or the existence of any Lender's obliga
tion to make Loans or (B) the issuance or maintenance by any Lender of, or the
existence of any Lender's obligation to issue, Letters of Credit, then, in any
such case, upon written demand by such Lender (with a copy of such demand to
the Payment and Disbursement Agent), the Borrower shall immediately pay to the
Payment and Disbursement Agent for the account of such Lender, from time to
time as specified by such Lender, additional amounts sufficient to compensate
such Lender or such corporation therefor.  Such demand shall be accompanied by
a statement as to the amount of such compensation and include a brief summary
of the basis for such demand.  Such statement shall be conclusive and binding
for all purposes, absent manifest error.

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

        (a)    does or will subject a Lender (or its Applicable Lending
     Office or Eurodollar Affiliate) to charges (other than taxes) of any
     kind which such Lender reasonably determines to be applicable to the
     Revolving Credit Commitments of the Lenders to make Eurodollar Rate
     Loans or IBOR Rate Loans or issue and/or participate in Letters of
     Credit or change the basis of taxation of payments to that Lender of
     principal, fees, interest, or any other amount payable hereunder with
     respect to Eurodollar Rate Loans, IBOR Rate Loans, Letters of Credit
     or Money Market Loans; or

        (b)    does or will impose, modify, or hold applicable, in the
     determination of a Lender, any reserve (other than reserves taken
     into account in calculating the Eurodollar Rate), special deposit,
     compulsory loan, FDIC insurance or similar requirement against assets
     held by, or deposits or other liabilities (including those pertaining
     to Letters of Credit) in or for the account of, advances or loans by,
     commitments made, or other credit extended by, or any other acquisi
     tion of funds by, a Lender or any Applicable Lending Office or Euro
     dollar Affiliate of that Lender;

and the result of any of the foregoing is to increase the cost to that Lender
of making, renewing or maintaining the Loans or its Revolving Credit Commitment
or issuing or participating in the Letters of Credit or to reduce any amount
receivable thereunder; then, in any such case, upon written demand by such
Lender (with a copy of such demand to the Payment and Disbursement Agent), the
Borrower shall immediately pay to the Payment and Disbursement Agent for the
account of such Lender, from time to time as specified by such Lender, such
amount or amounts as may be necessary to compensate such Lender or its Euro
dollar Affiliate for any such additional cost incurred or reduced amount
received.  Such demand shall be accompanied by a statement as to the amount of
such compensation and include a brief summary of the basis for such demand.
Such statement shall be conclusive and binding for all purposes, absent
manifest error.

     13.4  Replacement of Certain Lenders.  In the event a Lender (a "Designee
Lender") shall have requested additional compensation from the Borrower under
Section 13.2 or under Section 13.3, the Borrower may, at its sole election, (a)
make written demand on such Designee Lender (with a copy to the Payment and
Disbursement Agent) for the Designee Lender to assign, and such Designee Lender
shall assign pursuant to one or more duly executed Assignment and Acceptances
to one or more Eligible Assignees which the Borrower or the Payment and
Disbursement Agent shall have identified for such purpose, all of such Designee
Lender's right and obligations under this Agreement and the Notes (including,
without limitation, its Revolving Credit Commitment, all Loans owing to it, and
all of its participation interests in Letters of Credit) in accordance with Sec
tion 15.1 or (b) repay all Loans owing to the Designee Lender together with
interest accrued with respect thereto to the date of such repayment and all
fees and other charges accrued or payable under the terms of this Agreement for
the benefit of the Designee Lender to the date of such repayment and remit to
the Payment and Disbursement Agent to be held as cash collateral an amount
equal to the participation interest of the Designee Lender in Letters of
Credit. Any such repayment and remittance shall be for the sole credit of the
Designee  Lender and not for any other Lender. Upon delivery of such repayment
and remittance in immediately available funds as aforesaid, the Designee Lender
shall cease to be a Lender under this Agreement. All expenses incurred by the
Payment and Disbursement Agent in connection with the foregoing shall be for
the sole account of the Borrower and shall constitute Obligations hereunder. In
no event shall Borrower's election under the provisions of this Section 13.4
affect its obligation to pay the additional compensation required under either
Section 13.2 or Section 13.3.


                                  ARTICLE XIV
                      THE SDG REORGANIZATION TRANSACTIONS

     14.1   The SDG Reorganization Transactions.  The Company has informed the
Lenders that it has merged (the "Merger") a newly-formed Subsidiary with and
into SD Property Group, Inc. (formerly DeBartolo Realty Corporation) ("SD"), in
order, over time, to effect a consolidation of the operations of the Company
and SD and their respective subsidiaries.  It is anticipated that, pursuant to
the other SDG Reorganization Transactions, future business of the combined
companies will be conducted by SDGLP, however, for some period of time fol
lowing the consummation of the Merger, business shall be conducted both by
SPGLP and by SDGLP.  The Borrower and the Company have requested that the
Lenders consent to the Merger and to the other SDG Reorganization Transactions,
and the Lenders have agreed to consent thereto.

    14.2   Release of Simon Property Group, L.P.  In the event that, after the
Closing Date, the Company elects to conduct all of its business through SDGLP,
and SPGLP conducts no business and has no remaining assets or Subsidiaries,
then:

            (a) the Borrower shall deliver to the Payment and Disbursement Agent
Officer's Certificates of the Borrower and the General Partners, signed by the
Borrower's and the General Partners' respective chief executive officers, finan
cial officers, treasurers or other qualified officer acceptable to the Payment
and Disbursement Agent, representing and certifying (1) that the officer
signatory thereto has reviewed the terms of the Loan Documents, and has made,
or caused to be made under his/her supervision, a review in reasonable detail
of the transactions and consolidated and consolidating financial condition of
the General Partners, the Borrower and its Subsidiaries, during the period cov
ered by such reports, that such review has not disclosed the existence during
or at the end of such period, and that such officer does not have knowledge of
the existence as at the date of such Officer's Certificate, of any condition or
event which constitutes an Event of Default or Potential Event of Default or
mandatory prepayment event, or, if any such condition or event existed or ex
ists, and specifying the nature and period of existence thereof and what action
the General Partners and/or the Borrower or any of its Subsidiaries has taken,
is taking and proposes to take with respect thereto; (2) calculations, in the
form of Exhibit G attached hereto, evidencing compliance with each of the finan
cial covenants set forth in Article X hereof for SDGLP, exclusive of SPGLP, and
(3) that the Company is conducting all of its business and operations through
SDGLP and its Subsidiaries and that SPGLP conducts no business or operations
and has no remaining assets or Subsidiaries; and

         (b)   upon the Payment and Disbursement Agent's receipt and approval
of such Officer's Certificates, SPGLP shall be released from its obligations
hereunder and the Payment and Disbursement Agent shall execute and deliver on
behalf of the Lenders, at the sole cost and expense of the Borrower, such
instruments as are necessary to evidence such release of SPGLP.


                                  ARTICLE XV
                                 MISCELLANEOUS

       15.1   Assignments and Participations.

            (a) Assignments.  No assignments or participations of any Lender's
rights or obligations under this Agreement shall be made except in accordance
with this Section 15.1.  Each Lender may assign to one or more Eligible
Assignees all or a portion of its rights and obligations under this Agreement
(including all of its rights and obligations with respect to the Loans and the
Letters of Credit) in accordance with the provisions of this Section 15.1.

            (b) Limitations on Assignments.  For so long as no Event of Default
has occurred and is continuing, each assignment shall be subject to the follow
ing conditions:  (i) each assignment shall be of a constant, and not a varying,
ratable percentage of all of the assigning Lender's rights and obligations
under this Agreement and, in the case of a partial assignment, shall be in a
minimum principal amount of $15,000,000, (ii) each such assignment shall be to
an Eligible Assignee, (iii) the parties to each such assignment shall execute
and deliver to the Payment and Disbursement Agent, for its acceptance and
recording in the Register, an Assignment and Acceptance, (iv) each Arranger
shall maintain a minimum Revolving Credit Commitment in an amount greater than
the Revolving Credit Commitment of any other Lender (other than the other
Arrangers) or an amount sufficient to maintain such Arranger's Pro Rata Share
as of the Closing Date, whichever is less, and (v) each Co-Agent shall maintain
a minimum Revolving Credit Commitment in an amount greater than the Revolving
Credit Commitment of any other Lender (other than the other Co-Agents and the
Arrangers) or an amount sufficient to maintain such Co-Agent's Pro Rata Share
as of the Closing Date, whichever is less.  Upon the occurrence and continuance
of an Event of Default, none of the foregoing restrictions on assignments shall
apply.  Upon such execution, delivery, acceptance and recording in the Regis
ter, from and after the effective date specified in each Assignment and Accep
tance and agreed to by the Payment and Disbursement Agent, (A) the assignee
thereunder shall, in addition to any rights and obligations hereunder held by
it immediately prior to such effective date, if any, have the rights and obliga
tions hereunder that have been assigned to it pursuant to such Assignment and
Acceptance and shall, to the fullest extent permitted by law, have the same
rights and benefits hereunder as if it were an original Lender hereunder, (B)
the assigning Lender shall, to the extent that rights and obligations hereunder
have been assigned by it pursuant to such Assignment and Acceptance, relinquish
its rights and be released from its obligations under this Agreement (and, in
the case of an Assignment and Acceptance covering all or the remaining portion
of such assigning Lender's rights and obligations under this Agreement, the
assigning Lender shall cease to be a party hereto) and (C) the Borrower shall
execute and deliver to the assignee thereunder a Note evidencing its
obligations to such assignee with respect to the Loans.

           (c) The Register.  The Payment and Disbursement Agent shall maintain
at its address referred to in Section 15.8 a copy of each Assignment and
Acceptance delivered to and accepted by it and a register (the "Register") for
the recordation of the names and addresses of the Lenders, the Revolving Credit
Commitment of, and the principal amount of the Loans under the Revolving Credit
Commitments owing to, each Lender from time to time and whether such Lender is
an original Lender or the assignee of another Lender pursuant to an Assignment
and Acceptance.  The entries in the Register shall be conclusive and binding
for all purposes, absent manifest error, and the Borrower and each of its Sub
sidiaries, the Payment and Disbursement Agent and the other Lenders may treat
each Person whose name is recorded in the Register as a Lender hereunder for
all purposes of this Agreement.  The Register shall be available for inspection
by the Borrower or any Lender at any reasonable time and from time to time upon
reasonable prior notice.

           (d) Fee.  Upon its receipt of an Assignment and Acceptance executed
by the assigning Lender and an Eligible Assignee and a processing and
recordation fee of $2,500 (payable by the assignee to the Payment and
Disbursement Agent), the Payment and Disbursement Agent shall, if such
Assignment and Acceptance has been completed and is in compliance with this
Agreement and in substantially the form of Exhibit A hereto, (i) accept such
Assignment and Acceptance, (ii) record the information contained therein in the
Register and (iii) give prompt notice thereof to the Borrower and the other
Lenders.

           (e)  Participations.  Each Lender may sell participations to one or
more other financial institutions in or to all or a portion of its rights and
obligations under and in respect of any and all facilities under this Agreement
(including, without limitation, all or a portion of any or all of its Revolving
Credit Commitment hereunder and the Committed Loans owing to it and its
undivided interest in the Letters of Credit); provided, however, that (i) such
Lender's obligations under this Agreement (including, without limitation, its
Revolving Credit Commitment hereunder) shall remain unchanged, (ii) such Lender
shall remain solely responsible to the other parties hereto for the performance
of such obligations, (iii) the Borrower, the Payment and Disbursement Agent and
the other Lenders shall continue to deal solely and directly with such Lender
in connection with such Lender's rights and obligations under this Agreement,
(iv) each participation shall be in a minimum amount of $10,000,000, and (v)
such participant's rights to agree or to restrict such Lender's ability to
agree to the modification, waiver or release of any of the terms of the Loan
Documents, to consent to any action or failure to act by any party to any of
the Loan Documents or any of their respective Affiliates, or to exercise or re
frain from exercising any powers or rights which any Lender may have under or
in respect of the Loan Documents, shall be limited to the right to consent to
(A) increase in the Revolving Credit Commitment of the Lender from whom such
participant purchased a participation, (B) reduction of the principal of, or
rate or amount of interest on the Loans subject to such participation (other
than by the payment or prepayment thereof), (C) postponement of any date fixed
for any payment of principal of, or interest on, the Loan(s) subject to such
participation and (D) release of any guarantor of the Obligations.
Participations by a Person in a Money Market Loan of any Lender shall not be
deemed "participations" for purposes of this Section 15.1(e) and shall not be
subject to the restrictions on "participations" contained herein.

       (f)  Any Lender (each, a "Designating Lender") may at any time designate
one Designated Bank to fund Money Market Loans on behalf of such Designating
Lender subject to the terms of this Section 15.1(f) and the provisions in Sec
tion 15.1 (b) and (e) shall not apply to such designation.  No Lender may desig
nate more than one (1) Designated Bank.  The parties to each such designation
shall execute and deliver to the Payment and Disbursement Agent for its accep
tance 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 Bank, the Payment and Disbursement Agent
will accept such Designation Agreement and will give prompt notice thereof to
the Borrower, whereupon, (i) the Borrower shall execute and deliver to the
Designating Bank a Designated Bank Note payable to the order of the Designated
Bank, (ii) from and after the effective date specified in the Designation Agree
ment, the Designated Bank shall become a party to this Agreement with a right
to make Money Market Loans on behalf of its Designating Lender pursuant to Sec
tion 2.2 after the Borrower has accepted a Money Market Loan (or portion there
of) of the Designating Lender, and (iii) the Designated Bank shall not be re
quired to make payments with respect to any obligations in this Agreement
except to the extent of excess cash flow of such Designated Bank which is not
otherwise required to repay obligations of such Designated Bank which are then
due and payable; provided, however, that regardless of such designation and
assumption by the Designated Bank, the Designating Lender shall be and remain
obligated to the Borrower, the Arrangers, the Co-Agents and the other Lenders
for each and every of the obligations of the Designating Lender and its related
Designated Bank with respect to this Agreement, including, without limitation,
any indemnification obligations under Section 12.5 hereof and any sums other
wise payable to the Borrower by the Designated Bank.  Each Designating Lender
shall serve as the administrative agent of the Designated Bank and shall on
behalf of, and to the exclusion of, the Designated Bank: (i) receive any and
all payments made for the benefit of the Designated Bank and (ii) give and re
ceive 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 Bank and
shall not be signed by the Designated Bank on its own behalf but shall be bind
ing on the Designated Bank to the same extent as if actually signed by the
Designated Bank.  The Borrower, the Payment and Disbursement Agent, the other
Arrangers, Co-Agents and Lenders may rely thereon without any requirement that
the Designated Bank sign or acknowledge the same.  No Designated Bank 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 Bank or otherwise in accordance with the
provisions of Section 15.1 (b) and (e).

          (g)  Information Regarding the Borrower.  Any Lender may, in
connection with any assignment or participation or proposed assignment or
participation pursuant to this Section 15.1, disclose to the assignee or par
ticipant or proposed assignee or participant, any information relating to the
Borrower or its Subsidiaries furnished to such Lender by the Payment and
Disbursement Agent or by or on behalf of the Borrower; provided that, prior to
any such disclosure, such assignee or participant, or proposed assignee or
participant, shall agree, in writing, to preserve in accordance with Section
15.20 the confidentiality of any confidential information described therein.

         (h)  Payment to Participants.  Anything in this Agreement to the
contrary notwithstanding, in the case of any participation, all amounts payable
by the Borrower under the Loan Documents shall be calculated and made in the
manner and to the parties required hereby as if no such participation had been
sold.

         (i)   Lenders' Creation of Security Interests.  Notwithstanding any
other provision set forth in this Agreement, any Lender may at any time create
a security interest in all or any portion of its rights under this Agreement
(including, without limitation, Obligations owing to it and any Note held by
it) in favor of any Federal Reserve bank in accordance with Regulation A of the
Federal Reserve Board.

    15.2        Expenses.
          (a)  Generally.  The Borrower agrees upon demand to pay, or reimburse
the Payment and Disbursement Agent and each Arranger for all of their respec
tive reasonable external audit and investigation expenses and for the fees,
expenses and disbursements of Skadden, Arps, Slate, Meagher & Flom (but not of
other legal counsel) and for all other out-of-pocket costs and expenses of
every type and nature incurred by the Payment and Disbursement Agent or each
Arranger in connection with (i) the audit and investigation of the Consolidated
Businesses, the Projects and other Properties of the Consolidated Businesses in
connection with the preparation, negotiation, and execution of the Loan Docu
ments; (ii) the preparation, negotiation, execution and interpretation of this
Agreement (including, without limitation, the satisfaction or attempted satis
faction of any of the conditions set forth in Article VI), the Loan Documents,
and the making of the Loans hereunder; (iii) the ongoing administration of this
Agreement and the Loans, including consultation with attorneys in connection
therewith and with respect to the Payment and Disbursement Agent's rights and
responsibilities under this Agreement and the other Loan Documents; (iv) the
protection, collection or enforcement of any of the Obligations or the
enforcement of any of the Loan Documents; (v) the commencement, defense or
intervention in any court proceeding relating in any way to the Obligations,
any Project, the Borrower, any of its Subsidiaries, this Agreement or any of
the other Loan Documents; (vi) the response to, and preparation for, any sub
poena or request for document production with which the Payment and Disburse
ment Agent or any other Agents or any other Lender is served or deposition or
other proceeding in which any Lender is called to testify, in each case, relat
ing in any way to the Obligations, a Project, the Borrower, any of the
Consolidated Businesses, this Agreement or any of the other Loan Documents; and
(vii) any amendments, consents, waivers, assignments, restatements, or supple
ments to any of the Loan Documents and the preparation, negotiation, and
execution of the same.

          (b)  After Default.  The Borrower further agrees to pay or reimburse
the Payment and Disbursement Agent, the Arrangers, the Co-Agents and each of
the Lenders upon demand for all out-of-pocket costs and expenses, including,
without limitation, reasonable attorneys' fees (including allocated costs of
internal counsel and costs of settlement) incurred by the such entity after the
occurrence of an Event of Default (i) in enforcing any Loan Document or
Obligation or any security therefor or exercising or enforcing any other right
or remedy available by reason of such Event of Default; (ii) in connection with
any refinancing or restructuring of the credit arrangements provided under this
Agreement in the nature of a "work-out" or in any insolvency or bankruptcy
proceeding; (iii) in commencing, defending or intervening in any litigation or
in filing a petition, complaint, answer, motion or other pleadings in any legal
proceeding relating to the Obligations, a Project, any of the Consolidated
Businesses and related to or arising out of the transactions contemplated
hereby or by any of the other Loan Documents; and (iv) in taking any other
action in or with respect to any suit or proceeding (bankruptcy or otherwise)
described in clauses (i) through (iii) above.

      15.3  Indemnity.  The Borrower further agrees (a) to defend, protect,
indemnify, and hold harmless the Payment and Disbursement Agent, the Arrangers,
the Co-Agents and each and all of the other Lenders and each of their respec
tive officers, directors, employees, attorneys and agents (including, without
limitation, those retained in connection with the satisfaction or attempted
satisfaction of any of the conditions set forth in Article VI) (collectively,
the "Indemnitees") from and against any and all liabilities, obligations,
losses (other than loss of profits), damages, penalties, actions, judgments,
suits, claims, costs, reasonable expenses and disbursements of any kind or
nature whatsoever (excluding any taxes and including, without limitation, the
reasonable fees and disbursements of counsel for such Indemnitees in connection
with any investigative, administrative or judicial proceeding, whether or not
such Indemnitees shall be designated a party thereto), imposed on, incurred by,
or asserted against such Indemnitees in any manner relating to or arising out
of (i) this Agreement or the other Loan Documents, or any act, event or
transaction related or attendant thereto, the making of the Loans and the issu
ance of and participation in Letters of Credit hereunder, the management of
such Loans or Letters of Credit, the use or intended use of the proceeds of the
Loans or Letters of Credit hereunder, or any of the other transactions contem
plated by the Loan Documents, or (ii) any Liabilities and Costs relating to
violation of any Environmental, Health or Safety Requirements of Law, the past,
present or future operations of the Borrower, any of its Subsidiaries or any of
their respective predecessors in interest, or, the past, present or future envi
ronmental, health or safety condition of any respective Property of the
Borrower or any of its Subsidiaries, the presence of asbestos-containing materi
als at any respective Property of the Borrower or any of its Subsidiaries, or
the Release or threatened Release of any Contaminant into the environment
(collectively, the "Indemnified Matters"); provided, however, the Borrower
shall have no obligation to an Indemnitee hereunder with respect to Indemnified
Matters caused by or resulting from the willful misconduct or gross negligence
of such Indemnitee, as determined by a court of competent jurisdiction in a 
non-appealable final judgment; and (b) not to assert any claim against any of 
the Indemnitees, on any theory of liability, for consequential or punitive 
damages arising out of, or in any way in connection with, the Revolving Credit
Commitments, the Revolving Credit Obligations, or the other matters governed by
this Agreement and the other Loan Documents.  To the extent that the undertak
ing to indemnify, pay and hold harmless set forth in the preceding sentence may
be unenforceable because it is violative of any law or public policy, the
Borrower shall contribute the maximum portion which it is permitted to pay and
satisfy under applicable law, to the payment and satisfaction of all
Indemnified Matters incurred by the Indemnitees.

      15.4  Change in Accounting Principles.  If any change in the accounting
principles used in the preparation of the most recent financial statements
referred to in Sections 8.1 or 8.2 are hereafter required or permitted by the
rules, regulations, pronouncements and opinions of the Financial Accounting
Standards Board or the American Institute of Certified Public Accountants (or
successors thereto or agencies with similar functions) and are adopted by any
General Partner or the Borrower, as applicable, with the agreement of its inde
pendent certified public accountants and such changes result in a change in the
method of calculation of any of the covenants, standards or terms found in
Article X, the parties hereto agree to enter into negotiations in order to
amend such provisions so as to equitably reflect such changes with the desired
result that the criteria for evaluating compliance with such covenants,
standards and terms by the Borrower shall be the same after such changes as if
such changes had not been made; provided, however, no change in GAAP that would
affect the method of calculation of any of the covenants, standards or terms
shall be given effect in such calculations until such provisions are amended,
in a manner satisfactory to the Payment and Disbursement Agent and the
Borrower, to so reflect such change in accounting principles.
      15.5  Setoff.  In addition to any Liens granted under the Loan Documents
and any rights now or hereafter granted under applicable law, upon the occur
rence and during the continuance of any Event of Default, each Lender and any
Affiliate of any Lender is hereby authorized by the Borrower at any time or
from time to time, without notice to any Person (any such notice being hereby
expressly waived) to set off and to appropriate and to apply any and all
deposits (general or special, including, but not limited to, indebtedness
evidenced by certificates of deposit, whether matured or unmatured (but not
including trust accounts)) and any other Indebtedness at any time held or owing
by such Lender or any of its Affiliates to or for the credit or the account of
the Borrower against and on account of the Obligations of the Borrower to such
Lender or any of its Affiliates, including, but not limited to, all Loans and
Letters of Credit and all claims of any nature or description arising out of or
in connection with this Agreement, irrespective of whether or not (i) such
Lender shall have made any demand hereunder or (ii) the Payment and
Disbursement Agent, at the request or with the consent of the Requisite
Lenders, shall have declared the principal of and interest on the Loans and
other amounts due hereunder to be due and payable as permitted by Article XI
and even though such Obligations may be contingent or unmatured.  Each Lender
agrees that it shall not, without the express consent of the Requisite Lenders,
and that it shall, to the extent it is lawfully entitled to do so, upon the
request of the Requisite Lenders, exercise its setoff rights hereunder against
any accounts of the Borrower now or hereafter maintained with such Lender or
any Affiliate.

      15.6  Ratable Sharing.  The Lenders agree among themselves that (i) with
respect to all amounts received by them which are applicable to the payment of
the Obligations (excluding the repayment of Money Market Loans to a particular
Money Market Lender and the fees described in Sections 3.1(g), 5.2(f), and 5.3
and Article XIII) equitable adjustment will be made so that, in effect, all
such amounts will be shared among them ratably in accordance with their Pro
Rata Shares, whether received by voluntary payment, by the exercise of the
right of setoff or banker's lien, by counterclaim or cross-action or by the
enforcement of any or all of the Obligations (excluding the repayment of Money
Market Loans to a particular Money Market Lender and the fees described in
Sections 3.1(g), 5.2(f), and 5.3 and Article XIII), (ii) if any of them shall
by voluntary payment or by the exercise of any right of counterclaim, setoff,
banker's lien or otherwise, receive payment of a proportion of the aggregate
amount of the Obligations held by it, which is greater than the amount which
such Lender is entitled to receive hereunder, the Lender receiving such excess
payment shall purchase, without recourse or warranty, an undivided interest and
participation (which it shall be deemed to have done simultaneously upon the
receipt of such payment) in such Obligations owed to the others so that all
such recoveries with respect to such Obligations shall be applied ratably in
accordance with their Pro Rata Shares; provided, however, that if all or part
of such excess payment received by the purchasing party is thereafter recovered
from it, those purchases shall be rescinded and the purchase prices paid for
such participations shall be returned to such party to the extent necessary to
adjust for such recovery, but without interest except to the extent the
purchasing party is required to pay interest in connection with such recovery.
The Borrower agrees that any Lender so purchasing a participation from another
Lender pursuant to this Section 15.6 may, to the fullest extent permitted by
law, exercise all its rights of payment (including, subject to Section 15.5,
the right of setoff) with respect to such participation as fully as if such
Lender were the direct creditor of the Borrower in the amount of such participa
tion.

      15.7      Amendments and Waivers.

          (a)  General Provisions.  Unless otherwise provided for or required
in this Agreement, no amendment or modification of any provision of this
Agreement or any of the other Loan Documents shall be effective without the
written agreement of the Requisite Lenders (which the Requisite Lenders shall
have the right to grant or withhold in their sole discretion) and the Borrower;
provided, however, that the Borrower's agreement shall not be required for any
amendment or modification of Sections 12.1 through 12.8. No termination or
waiver of any provision of this Agreement or any of the other Loan Documents,
or consent to any departure by the Borrower therefrom, shall be effective
without the written concurrence of the Requisite Lenders, which the Requisite
Lenders shall have the right to grant or withhold in their sole discretion.
All amendments, waivers and consents not specifically reserved to the Payment
and Disbursement Agent, the Arrangers, the other Co-Agents or the other Lenders
in Section 15.7(b), 15.7(c), and in other provisions of this Agreement shall
require only the approval of the Requisite Lenders. Any waiver or consent shall
be effective only in the specific instance and for the specific purpose for
which it was given. No notice to or demand on the Borrower in any case shall
entitle the Borrower to any other or further notice or demand in similar or
other circumstances. Notwithstanding the foregoing, no amendment, waiver or
consent shall, unless in writing and signed by the Designating Lender on behalf
of its Designated Bank affected thereby, (a) subject such Designated Bank to
any additional obligations, (b) reduce the principal of, interest on, or other
amounts due with respect to, the Designated Bank Note made payable to such
Designated Bank, or (c) postpone any date fixed for any payment of principal
of, or interest on, or other amounts due with respect to the Designated Bank
Note made payable to the Designated Bank.

          (b)  Amendments, Consents and Waivers by Affected Lenders. Any
amendment, modification, termination, waiver or consent with respect to any of
the following provisions of this Agreement shall be effective only by a written
agreement, signed by each Lender affected thereby as described below:

   (i)waiver of any of the conditions specified in Sections 6.1 and 6.2 
     (except with respect to a condition based upon another provision of this
     Agreement, the waiver of which requires only the concurrence of the
     Requisite Lenders),

   (ii)increase in the amount of such Lender's Revolving Credit Commitment,

   (iii)reduction of the principal of, rate or amount of interest on the Loans,
     the Reimbursement Obligations, or any fees or other amounts payable to
     such Lender (other than by the payment or prepayment thereof), and

   (iv)postponement or extension of any date (other than the Revolving Credit
     Termination Date postponement or extension of which is governed by Section
     15.7(c)(i)) fixed for any payment of principal of, or interest on, the
     Loans, the Reimbursement Obligations or any fees or other amounts payable
     to such Lender (except with respect to any modifications of the
     application provisions relating to prepayments of Loans and other Obliga
     tions which are governed by Section 4.2(b)).
           (c) Amendments, Consents and Waivers by All Lenders.  Any amendment,
modification, termination, waiver or consent with respect to any of the
following provisions of this Agreement shall be effective only by a written
agreement, signed by each Lender:

   (i) postponement of the Revolving Credit Termination Date, or increase in
     the Maximum Revolving Credit Amount to any amount in excess of
     $1,250,000,000,

   (ii) change in the definition of Requisite Lenders or in the aggregate Pro
     Rata Share of the Lenders which shall be required for the Lenders or any
     of them to take action hereunder or under the other Loan Documents,

   (iii) amendment of Section 15.6 or this Section 15.7,

  (iv)  assignment of any right or interest in or under this Agreement or any of
     the other Loan Documents by the Borrower, and

  (v)   waiver of any Event of Default described in Sections 11.1(a), (f), (g),
     (i), (n), and (o).

            (d)8 Payment and Disbursement Agent Authority.  The Payment and
Disbursement Agent may, but shall have no obligation to, with the written
concurrence of any Lender, execute amendments, modifications, waivers or
consents on behalf of that Lender.  Notwithstanding anything to the contrary
contained in this Section 15.7, no amendment, modification, waiver or consent
shall affect the rights or duties of the Payment and Disbursement Agent under
this Agreement and the other Loan Documents, unless made in writing and signed
by the Payment and Disbursement Agent in addition to the Lenders required above
to take such action. Notwithstanding anything herein to the contrary, in the
event that the Borrower shall have requested, in writing, that any Lender agree
to an amendment, modification, waiver or consent with respect to any particular
provision or provisions of this Agreement or the other Loan Documents, and such
Lender shall have failed to state, in writing, that it either agrees or
disagrees (in full or in part) with all such requests (in the case of its
statement of agreement, subject to satisfactory documentation and such other
conditions it may specify) within thirty (30) days after such request, then
such Lender hereby irrevocably authorizes the Payment and Disbursement Agent to
agree or disagree, in full or in part, and in the Payment and Disbursement
Agent's sole discretion, to such requests on behalf of such Lender as such
Lenders' attorney-in-fact and to execute and deliver any writing approved by
the Payment and Disbursement Agent which evidences such agreement as such
Lender's duly authorized agent for such purposes.

       15.8 Notices.  Unless otherwise specifically provided herein, any notice
or other communication herein required or permitted to be given shall be in
writing and may be personally served, sent by facsimile transmission or by
courier service or United States certified mail and shall be deemed to have
been given when delivered in person or by courier service, upon receipt of a
facsimile transmission, or four (4) Business Days after deposit in the United
States mail with postage prepaid and properly addressed.  Notices to the
Payment and Disbursement Agent pursuant to Articles II, IV or XII shall not be
effective until received by the Payment and Disbursement Agent.  For the
purposes hereof, the addresses of the parties hereto (until notice of a change
thereof is delivered as provided in this Section 15.8) shall be as set forth
below each party's name on the signature pages hereof or the signature page of
any applicable Assignment and Acceptance, or, as to each party, at such other
address as may be designated by such party in a written notice to all of the
other parties to this Agreement.

       15.9 Survival of Warranties and Agreements.  All representations and
warranties made herein and all obligations of the Borrower in respect of taxes,
indemnification and expense reimbursement shall survive the execution and
delivery of this Agreement and the other Loan Documents, the making and
repayment of the Loans, the issuance and discharge of Letters of Credit
hereunder and the termination of this Agreement and shall not be limited in any
way by the passage of time or occurrence of any event and shall expressly cover
time periods when the Payment and Disbursement Agent, any of the Co-Agents or
any of the other Lenders may have come into possession or control of any
Property of the Borrower or any of its Subsidiaries.

       15.10 Failure or Indulgence Not Waiver; Remedies Cumulative.  No failure
or delay on the part of the Payment and Disbursement Agent, any other Lender or
any other Co-Agent in the exercise of any power, right or privilege under any
of the Loan Documents shall impair such power, right or privilege or be
construed to be a waiver of any default or acquiescence therein, nor shall any
single or partial exercise of any such power, right or privilege preclude other
or further exercise thereof or of any other right, power or privilege.  All
rights and remedies existing under the Loan Documents are cumulative to and not
exclusive of any rights or remedies otherwise available.

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

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

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

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

   15.15   Limitation of Liability.  No claim may be made by any Lender, any
Co-Agent, any Arranger, the Payment and Disbursement Agent, or any other Person
against any Lender (acting in any capacity hereunder) or the Affiliates, direc
tors, officers, employees, attorneys or agents of any of them for any consequen
tial or punitive damages in respect of any claim for breach of contract or any
other theory of liability arising out of or related to the transactions
contemplated by this Agreement, or any act, omission or event occurring in con
nection therewith; and each Lender, each Co-Agent, each Arranger and the
Payment and Disbursement Agent hereby waives, releases and agrees not to sue
upon any such claim for any such damages, whether or not accrued and whether or
not known or suspected to exist in its favor.

   15.16    Successors and Assigns.  This Agreement and the other Loan
Documents shall be binding upon the parties hereto and their respective
successors and assigns and shall inure to the benefit of the parties hereto and
the successors and permitted assigns of the Lenders.  The rights hereunder of
the Borrower, or any interest therein, may not be assigned without the written
consent of all Lenders, except in accordance with the provisions of Article XIV
hereof.

    15.17    Certain Consents and Waivers of the Borrower.

                 (a) Personal Jurisdiction.   EACH OF THE LENDERS AND THE
     BORROWER IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS
     PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF ANY NEW YORK STATE COURT OR
     FEDERAL COURT SITTING IN NEW YORK, NEW YORK, AND ANY COURT HAVING JURIS
     DICTION OVER APPEALS OF MATTERS HEARD IN SUCH COURTS, IN ANY ACTION OR PRO
     CEEDING ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE
     RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT,
     WHETHER ARISING IN CONTRACT, TORT, EQUITY OR OTHERWISE, OR FOR RECOGNITION
     OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY
     AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION
     OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH STATE COURT OR, TO THE
     EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT.  THE BORROWER IRREVOCABLY
     DESIGNATES AND APPOINTS CT CORPORATION SYSTEM, 1633 BROADWAY, NEW YORK,
     NEW YORK 10019, AS ITS AGENT (THE "PROCESS AGENT") FOR SERVICE OF ALL PRO
     CESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT, SUCH SERVICE BEING HEREBY
     ACKNOWLEDGED TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT.  EACH
     OF THE LENDERS AND THE BORROWER AGREES THAT A FINAL JUDGMENT IN ANY SUCH
     ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
     JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY
     LAW.  THE BORROWER WAIVES IN ALL DISPUTES ANY OBJECTION THAT IT MAY HAVE
     TO THE LOCATION OF THE COURT CONSIDERING THE DISPUTE.

              (ii) THE BORROWER AGREES THAT THE PAYMENT AND DISBURSEMENT AGENT
     SHALL HAVE THE RIGHT TO PROCEED AGAINST THE BORROWER OR ITS PROPERTY IN A
     COURT IN ANY LOCATION NECESSARY OR APPROPRIATE TO ENABLE THE PAYMENT AND
     DISBURSEMENT AGENT AND THE OTHER LENDERS TO ENFORCE A JUDGMENT OR OTHER
     COURT ORDER ENTERED IN FAVOR OF THE PAYMENT AND DISBURSEMENT AGENT OR ANY
     OTHER LENDER.  THE BORROWER AGREES THAT IT WILL NOT ASSERT ANY PERMISSIVE
     COUNTERCLAIMS IN ANY PROCEEDING BROUGHT BY THE PAYMENT AND DISBURSEMENT
     AGENT, ANY LENDER OR ANY CO-AGENT TO ENFORCE A JUDGMENT OR OTHER COURT
     ORDER IN FAVOR OF THE PAYMENT AND DISBURSEMENT AGENT, ANY LENDER OR ANY 
     CO-AGENT.  THE BORROWER WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE 
     LOCATION OF THE COURT IN WHICH THE PAYMENT AND DISBURSEMENT AGENT, ANY 
     CO-AGENT OR ANY LENDER MAY COMMENCE A PROCEEDING DESCRIBED IN THIS 
     SECTION.

            (b) Service of Process.  THE BORROWER IRREVOCABLY CONSENTS TO THE
SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR
PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL,
POSTAGE PREPAID, TO THE PROCESS AGENT OR THE BORROWER'S NOTICE ADDRESS
SPECIFIED BELOW, SUCH SERVICE TO BECOME EFFECTIVE UPON RECEIPT.  THE BORROWER
IRREVOCABLY WAIVES ANY OBJECTION (INCLUDING, WITHOUT LIMITATION, ANY OBJECTION
OF THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS) WHICH
IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING
WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY JURISDICTION
SET FORTH ABOVE.  NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF THE PAYMENT AND
DISBURSEMENT AGENT OR THE OTHER LENDERS TO BRING PROCEEDINGS AGAINST THE BOR
ROWER IN THE COURTS OF ANY OTHER JURISDICTION.

           (c) WAIVER OF JURY TRIAL.  EACH OF THE PAYMENT AND DISBURSEMENT
AGENT AND THE OTHER LENDERS AND THE BORROWER IRREVOCABLY WAIVES TRIAL BY JURY
IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT.

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

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

   15.20   Confidentiality.  Subject to Section 15.1(g), the Lenders shall
hold all nonpublic information obtained pursuant to the requirements of this
Agreement, and identified as such by the Borrower, in accordance with such
Lender's customary procedures for handling confidential information of this
nature and in accordance with safe and sound banking practices (provided that
such Lender may share such information with its Affiliates in accordance with
such Lender's customary procedures for handling confidential information of
this nature and provided further that such Affiliate shall hold such
information confidential) and in any event the Lenders may make disclosure rea
sonably required by a bona fide offeree, transferee or participant in connec
tion with the contemplated transfer or participation or as required or request
ed by any Governmental Authority or representative thereof or pursuant to legal
process and shall require any such offeree, transferee or participant to agree
(and require any of its offerees, transferees or participants to agree) to
comply with this Section 15.20.  In no event shall any Lender be obligated or
required to return any materials furnished by the Borrower; provided, however,
each offeree shall be required to agree that if it does not become a transferee
or participant it shall return all materials furnished to it by the Borrower in
connection with this Agreement.  Any and all confidentiality agreements entered
into between any Lender and the Borrower shall survive the execution of this
Agreement.

      15.21 Disclaimers.  The Payment and Disbursement Agent, the Arrangers,
the other Co-Agents and the other Lenders shall not be liable to any contrac
tor, subcontractor, supplier, laborer, architect, engineer, tenant or other
party for services performed or materials supplied in connection with any work
performed on the Projects, including any TI Work.  The Payment and Disbursement
Agent, the Arrangers, the other Co-Agents and the other Lenders shall not be
liable for any debts or claims accruing in favor of any such parties against
the Borrower or others or against any of the Projects.  The Borrower is not and
shall not be an agent of any of the Payment and Disbursement Agent, the
Arrangers, the other Co-Agents or the other Lenders for any purposes and none
of the Lenders, the Co-Agents, the Arrangers, nor the Payment and Disbursement
Agent shall be deemed partners or joint venturers with Borrower or any of its
Affiliates.  None of the Payment and Disbursement Agent, the Arrangers, the
other Co-Agents or the other Lenders shall be deemed to be in privity of
contract with any contractor or provider of services to any Project, nor shall
any payment of funds directly to a contractor or subcontractor or provider of
services be deemed to create any third party beneficiary status or recognition
of same by any of the Payment and Disbursement Agent, the Arrangers, the other
Co-Agents or the other Lenders and the Borrower agrees to hold the Payment and
Disbursement Agent, the Arrangers, the other Co-Agents and the other Lenders
harmless from any of the damages and expenses resulting from such a construc
tion of the relationship of the parties or any assertion thereof.

      15.22   No Bankruptcy Proceedings.  Each of the Borrower, the Arrangers,
the Co-Agents and the other Lenders hereby agrees that it will not institute
against any Designated Bank or join any other Person in instituting against any
Designated Bank 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 Bank and
(ii) the Revolving Credit Termination Date.

     15.23  Entire Agreement.  This Agreement, taken together with all of the
other Loan Documents, embodies the entire agreement and understanding among the
parties hereto and supersedes all prior agreements and understandings, written
and oral, relating to the subject matter hereof.
          IN WITNESS WHEREOF, this Agreement has been duly executed as of the
date first above written.

BORROWER:           SIMON PROPERTY GROUP, L.P.,
                    a Delaware limited partnership

                    By:  SIMON DeBARTOLO GROUP, INC.,
                         as General Partner

                    By:   \s\ David Simon 
                          David Simon
                          Chief Executive Officer


                    SIMON DeBARTOLO GROUP, L.P.,
                    a Delaware limited partnership


                    By:  SD PROPERTY GROUP, INC.
                         its managing general partner

                    By:    \s\ David Simon
                           David Simon
                           Chief Executive Officer

                    By:  SIMON DeBARTOLO GROUP, INC.
                         its general partner

                    By:    \s\ David Simon
                           David Simon
                           Chief Executive Officer

                      Notice Address:

                      Merchants Plaza
                      P.O. Box 7033
                      Indianapolis, Indiana  46207
                      Attn: Mr. David Simon
                      Telecopy: (317) 263-7037
with a copy to:
                      Simon Property Group, L.P.
                      Merchants Plaza
                      P.O. Box 7033
                      Indianapolis, Indiana  46207
                      Attn: General Counsel
                      Telecopy: (317) 685-7221
PAYMENT AND DISBURSEMENT AGENT
AND ARRANGER:
                           UNION BANK OF
                           SWITZERLAND, NEW YORK BRANCH

                           By:    \s\ Joseph M. Bassil
                           Name:  Joseph M. Bassil
                           Title: Director


                           By:    \s\ Albert Rabel
                           Name:  Albert Rabel
                           Title: Managing Director


                           Notice Address, Domestic         
                           Lending Office and Eurodollar
                           Lending Office:

                           Union Bank of Switzerland
                           299 Park Avenue
                           New York, New York 10171
                           Attn: Ms. Xiomara Martez
                           Telecopy: (212) 821-4138


Pro Rata Share:  13.28000%

Revolving Credit Commitment: $166,000,000.00
                    ARRANGER:   MORGAN GUARANTY TRUST COMPANY
                                OF NEW YORK


                           By:    \s\ Timothy V. O'Donovan
                           Name:  Timothy V. O'Donovan
                           Title: Vice President

                      Notice Address:


                      c/o J.P. Morgan Services Inc.
                      500 Stanton Christiana Road
                      Newark, Delaware 19713-2107
                      Attn: Ms. Nancy K. Dunbar
                      Telecopy:  (302) 634-1092

                      Domestic and Eurodollar
                      Lending Office:

                      c/o J.P. Morgan Services Inc.
                      500 Stanton Christiana Road
                      Newark, Delaware 19713-2107
                      Attn: Ms. Linda Sheehan
                      Telecopy:  (302) 634-1092

Pro Rata Share:  6.00000

Revolving Credit Commitment: $75,000,000.00
                      ARRANGER: THE CHASE MANHATTAN BANK

                         By:    \s\ Fran Nuchims
                         Name:  Fran Nuchims
                         Title: Vice President

                         Notice Address, Domestic and
                         Eurodollar Lending Office:

                         The Chase Manhattan Bank
                         380 Madison Avenue, 10th floor
                         New York, New York 10017
                         Attention: Nancy Szatny
                         Telecopy: (212) 622-3395
                         Reference: Simon DeBartolo
                         Group, L.P. Loan # 564-4773

                         For Money Market Loans:

                         The Chase Manhattan Bank
                         270 Park Avenue, 6th floor
                         New York, New York 10017
                         Attention: Frank Angelico
                                   Albert Reynolds
                         Telecopy: (212) 834-6160
                         Reference: Simon DeBartolo
                         Group, L.P.

                         with copy of all Notices to:

                         The Chase Manhattan Bank
                         380 Madison Avenue, 10th floor
                         New York, New York  10017
                         Attention: Fran Nuchims
                         Telecopy:  (212) 622-3395
                         Reference:  Simon DeBartolo
                         Group, L.P. Loan # 564-4773

Pro Rata Share:  6.00000%

Revolving Credit Commitment: $75,000,000.00
CO-AGENT:             DRESDNER BANK AG
                      NEW YORK AND GRAND CAYMAN BRANCHES

                         By:     \s\Brigitte Sacin
                         Name:   Brigitte Sacin
                         Title:  Assistant Treasurer

                         By:     \s\Beverly G. Cason
                         Name:   Beverly G. Cason
                         Title:  Vice President

Notice Address and Domestic and Eurodollar Lending Office:
                      Dresdner Bank AG, New York and Grand Cayman
                      Branches
                      75 Wall Street, 33rd Floor
                      New York, New York 10005
                      Attn: Mr. Thomas Nadramia
                      Telecopy: (212) 429-2130
                      Reference:  Simon Property Group

With copy to:         Dresdner Bank AG, Chicago Branch
                      190 South LaSalle Street
                      Suite 2700
                      Chicago, Illinois  60603
                      Attn:  Mr. James Blessing
                      Telecopy: (312) 444-1305
                      Reference: Simon Property Group

Borrowing and other administrative and operational notices:
                      Dresdner Bank AG
                      75 Wall Street, 33rd Floor
                      New York, New York 10005
                      Attn: Mr. Robert Reddington
                      Telecopy: (212) 429-2130
                      Reference: Simon Property Group


Pro Rata Share:  5.20000%
Revolving Credit Commitment: $65,000,000.00
CO-AGENT:                THE FIRST NATIONAL BANK OF CHICAGO


                           By:   \s\ Kevin Gillen
                           Name: Kevin Gillen
                           Title: Assistant Vice President

                         Notice Address:

                         The First National
                           Bank of Chicago
                         One First National Plaza
                         Suite 0151
                         Chicago, Illinois 60670
                         Attention: Kevin Gillen
                         Telecopy: (312) 732-1117
                         Reference: Simon Property Group


                         Domestic Lending Office and
                         Eurodollar Lending Office or
                         Eurodollar Affiliate:

                         The First National
                            Bank of Chicago
                         One First National Plaza
                         Suite 0318
                         Chicago, Illinois 60670
                         Attention: Maria Torres
                         Telecopy: (312) 732-1582
                         Reference: Simon Property Group


Pro Rata Share:  5.20000%

Revolving Credit Commitment: $65,000,000.00
CO-AGENT:                NATIONSBANK OF TEXAS, N.A., a
                         national banking association


                         By:    \s\Cynthia C.Sanford
                         Name:  Cynthia C. Sanford
                         Title: Senior Vice President

                         Notice Address and Domestic
                         Lending Office:

                         NationsBank
                         700 Louisiana, 5th Floor
                         Houston, Texas  77002
                         Attn: Cynthia Sanford
                         Telecopy:  (713) 247-6124

                         Eurodollar Lending Office or
                         Eurodollar Affiliate:

                         NationsBank
                         700 Louisiana, 5th Floor
                         Houston, Texas  77002
                         Attn: Shelley Coppin
                         Telecopy:  (713) 247-7321


Pro Rata Share:  5.20000%

Revolving Credit Commitment: $65,000,000.00

CO-AGENT:             BAYERISCHE HYPOTHEKEN- UND WECHSEL-
                      BANK AKTIENGESELLSCHAFT ACTING THROUGH ITS NEW YORK
                      BRANCH


                      By:    \s\Larney J. Bisbano
                      Name:  Larney J. Bisbano
                      Title: Assistant Vice President


                      By:    \s\Nina M. Levine
                      Name:  Nina M. Levine
                      Title: Assistant Treasure

                      Notice Address, Domestic
                      Lending Office and Eurodollar Lending Office:

                      BAYERISCHE HYPOTHEKEN- UND WECHSEL-BANK
                      AKTIENGESELLSCHAFT NEW YORK BRANCH
                      Financial Square
                      32 Old Slip, 32nd Floor
                      New York, New York 10005
                      Attn:   Mr. Peter T. Hannigan
                              First Vice President
                      Telecopy:  212-440-0824

                      and to:

                      Attn:   Mr. Stephen Altman
                              Assistant Vice President
                      Telecopy:  212-440-0824





Pro Rata Share:  5.20000%

Revolving Credit Commitment: $65,000,000.00

LENDERS:                      BANK ONE, INDIANA, N.A.,
                             (formerly known as Bank One, Indianapolis,N.A.)

                      By:   \s\Daniel H. Hatfield
                      Name:  Daniel H. Hatfield
                      Title: Vice President

                      Notice Address and Domestic
                      Lending Office:

                      Bank One, Indiana, N.A.
                      111 Monument Circle, Suite 1241
                      Indianapolis, Indiana 46277
                      Attn:  Mr. Daniel Hatfield
                      Telecopy:  317-321-7647

                      and to:

                      Attn: Jane Willis, Suite 203
                      Telecopy:   317-321-7467

                      Eurodollar Lending Office or
                      Eurodollar Affiliate:

                      Bank of Nova Scotia Trust Co. (Caymen) Ltd.
                      Cardinal Avenue
                      Georgetown, Grand Caymen
                      British West Indies
                      Attn: Carmen Thompson




Pro Rata Share:  4.0000%

Revolving Credit Commitment: $50,000,000.00
                      COMMERZBANK AG, New York Branch

                      By:    \s\James J. Henry
                      Name:  James J. Henry
                      Title: Senior Vice President


                      By:    \s\E. Marcus Perry
                      Name:  E. Marcus Perry
                      Title: Assistant Treasurer


                      Notice Address, Domestic
                      Lending Office and Eurodollar Lending Office:

                      Commerzbank AG
                      2 World Financial Center
                      New York, New York 10281
                      Attn:  Ms. Christine H. Finkel
                      Telecopy:  212-266-7235



Pro Rata Share:  4.00000%

Revolving Credit Commitment: $50,000,000.00
                      FLEET NATIONAL BANK


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



                              Notice Address, Domestic
                              Lending Office and Eurodollar Lending Office:

                      Fleet Bank
                      75 State Street
                      Mail Stop: MA/BO/F11A
                      Boston, Massachusetts 02109
                      Attn: Lillian Munoz
                      Telecopy: 617-346-3220

                       and to:

                      Attn: Margaret Mulcahy
                      Telecopy:  617-364-3220



Pro Rata Share:     4.00000%

Revolving Credit Commitment: $50,000,000.00

                      NATIONAL CITY BANK OF INDIANA


                      By:    \s\Helen M. Ward
                      Name:  Helen M. Ward
                      Title: Vice President

                              Notice Address, Domestic
                              Lending Office and Eurodollar lending Office:

                      National City Bank of Indiana
                      101 West Washington Street
                      Indianapolis, Indiana 46255
                      Attn:    Kim Kord
                      Telecopy:  317-267-6249

                      and to:

                      Attn:  Donna Huebner
                      Telecopy: 317-267-6249
     

Pro Rata Share:  4.00000%

Revolving Credit Commitment: $50,000,000.00
                      U.S. BANK NATIONAL ASSOCIATION
                      (formerly known as First Bank)


                      By:       \s\Joseph C. Hoesley
                      Name:     Joseph C. Hoesley
                      Title:    Senior Vice President

                              Notice Address, Domestic
                              Lending Office and Eurodollar Lending Office:

                      U.S. Bank National Association
                      Real Estate - MPFP 0802
                      601 Second Avenue South
                      Minneapolis, Minnesota 55402

                      Attn: Tamila N. Taylor
                      Telecopy:  612-973-0830



Pro Rata Share:     2.24000%

Revolving Credit Commitment: $28,000,000.00
                      GUARANTY FEDERAL BANK, F.S.B.


                      By:    \s\Lesa B. Balsley
                      Name:  Lesa B. Balsley
                      Title: Division Manager/Vice President

                              Notice Address, Domestic
                              Lending Office and Eurodollar Lending Office:

                      Guaranty Federal Bank
                      8333 Douglas Avenue
                      Dallas, Texas 75225
                      Attn:  Ms. Lesa Balsley
                      Telecopy:  214-360-1661

                      and to:

                      Attn: Clint Nanny
                      Telecopy: 214-360-5109



Pro Rata Share: 4.00000%
Revolving Credit Commitment: $50,000,000.00
                                CIBC INC.


                      By:    \s\Joel Gershkon
                      Name:  Joel Gershkon
                      Title:     As Agent

                              Notice Address, Domestic
                              Lending Office and Eurodollar Lending Office:

                      CIBC Oppenheimer Corp.
                      200 West Madison Street                                   
                      Suite 2300
                      Chicago, Illinois 60606
                      Attn: Joel Gershkon
                      Telecopy: 312-855-3235

                      and to:

                      CIBC Oppenheimer Corp.
                      Two Paces West
                      2727 Paces Ferry Road
                      Suite 1200
                      Atlanta, Georgia 30309
                      Attn: Elizabeth Jenkins
                      Telecopy: 770-319-4950

Pro Rata Share: 2.24000%

Revolving Credit Commitment: $28,000,000.00
                      UNION BANK OF CALIFORNIA, N.A

                      By:    \s\Diana Giacomini
                      Name:  Diana Giacomini
                      Title: Vice President


                      By:    \s\D. Tim Mahoney
                      Name:  D. Tim Mahoney
                      Title: Senior Vice President

                      Notice Address:

                      Union Bank of California
                      350 California Street
                      7th Floor
                      San Francisco, California 94104
                      Attn:  Ms. Diana Giacomini
                      Telecopy:  415-433-7438

                      Domestic Lending and Eurodollar Lending 
                      Office:

                      Union Bank of California
                      Real Estate Capital Markets
                      200 Pringle Avenue, Suite 250
                      Walnut Creek, California 94596
                      Attn: Ms. Hertha Warren
                      Telecopy: (510) 947-2497




Pro Rata Share:  2.00000%

Revolving Credit Commitment: $25,000,000.00
                        THE SUMITOMO BANK, LIMITED


                      By:    \s\Takeo Yamori
                      Name:  Takeo Yamori
                      Title: Joint General Manager

                           Notice Address, Domestic
                           Lending Office and Eurodollar Lending Office:

                      The Sumitomo Bank, Limited
                      233 South Wacker Drive
                      Suite 4800
                      Chicago, Illinois 60606-6448
                      Attn:  Mr. Jim Horvath
                      Telecopy:  312-876-6436

                      and to:

                      Attn: Kwang Park
                      Telecopy: 312-876-1490

                      and to:

                      The Sumitomo Bank, Limited
                      277 Park Avenue
                      New York, New York 10172
                      Attn: Michael S. Leffelholz
                      Telecopy: 212-224-4887



Pro Rata Share:  1.84000%

Revolving Credit Commitment: $23,000,000.00
                                 BANK OF MONTREAL


                      By:    \s\Catherine Sahagian Mousseau
                      Name:  Catherine Sahagian Mousseau
                      Title: Director


                              Notice Address and Domestic
                              Lending Office and Eurodollar Lending Office:

                      Bank of Montreal
                      115 South LaSalle Street
                      17th floor
                      Chicago, Illinois 60603
                      Attn: Mr. Thomas Batterham
                      Telecopy:   312-750-4352

                      and to:

                      Attn: Lora Benton
                      Telecopy: 312-750-4345

Pro Rata Share:  3.20000%

Revolving Credit Commitment: $40,000,000.00
                      KEYBANK, NATIONAL ASSOCIATION


                      By:     \s\Laird Fairchild
                      Name:   Laird Fairchild
                      Title:  Assistant Vice President

                              Notice Address, Domestic
                              Lending Office and Eurodollar Lending Office:

                      KeyBank
                      127 Public Square, 6th floor
                      Cleveland, Ohio 44114-1306
                      Attn: Laird Fairchild
                      Telecopy:  216-289-3566

                      and to:

                      Attn: Ms. Maryann Michaels
                      Telecopy: 216-689-3566


Pro Rata Share:  4.00000%

Revolving Credit Commitment: $50,000,000.00
                        PNC BANK, NATIONAL ASSOCIATION


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

                              Notice Address, Domestic
                              Lending Office and Eurodollar Lending Office:

                      One PNC Plaza
                      P1-POPP-19-2
                      249 Fifth Avenue
                      Pittsburgh, Pennsylvania
                                  15222-2707
                      Attn:   Brad Carpenter                         
                      Telecopy: 412-762-6500 

                      and to:

                      Attn: Matthew L. Koval
                             Loan Administrator
                      Telecopy: 412-762-6500



Pro Rata Share:  3.20000%

Revolving Credit Commitment: 40,000,000.00
                  LANDESBANK HESSEN-THURINGEN GIRONZENTRALE,
                  NEW YORK BRANCH


                      By:     \s\Alfred R. Koch
                      Name:   Alfred R. Koch
                      Title:  Vice President

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

                              Notice Address, Domestic
                              Lending Office and Eurodollar Lending Office:

                      Landesbank Hessen-Thuringen
                      420 Fifth Avenue, 24th floor
                      New York, New York 10018
                      Attn:   Alfred Koch
                      Telecopy: 212-703-5296

                      and to:

                      Attn: Gudrun Dronca
                      Telecopy: 212-703-5256



Pro Rata Share:  1.60000%

Revolving Credit Commitment: $20,000,000.00
                             KREDIETBANK N.V.

                      By:     \s\Robert Snauffer
                      Name:   Robert Snauffer
                      Title:  Vice President

                      By:     
                      Name:
                      Title:

                      Notice Address and Domestic
                      Lending Office:
                      Kredietbank N.V., New York Branch
                      125 West 55th Street, 10th floor
                      New York, New York
                      Attn:   John Thierfelder                      
                      Telecopy: 212-956-5580
                      and to:

                      Attn: Lynda Resuma
                            Telecopy: 212-956-5580

                      Eurodollar Lending Office or
                      Eurodollar Affiliate:
                      Kredietbank N.V., Grand Cayman Branch
                      125 West 55th Street, 10th floor
                      New York, New York
                      Attn:   John Thierfelde
                      Telecopy: 212-956-5580
                      and to:

                      Attn: Lynda Resuma
                      Telecopy: 212-956-5580


Pro Rata Share:  2.80000%

Revolving Credit Commitment: $35,000,000.00
                 BAYERISCHE LANDESBANK, CAYMAN ISLANDS BRANCH


                      By:_______________________
                      Name:
                      Title:

                      By:_______________________
                      Name:
                      Title:

                           Notice Address and Domestic
                           Lending Office, and Eurodollar Lending Office:

                      Bayerische Landesbank
                      560 Lexington Avenue
                      New York, New York 10022
                      Attn:     John Wain
                      Telecopy: 212-310-9868

                      and to:

                      Attn:     Patricia Sanchez
                      Telecopy: 212-310-9930




Pro Rata Share:  2.00000%

Revolving Credit Commitment: $25,000,000.00
                    DG BANK DEUTSCHE GENOSSENSCHAFTSBANK


                      By:    \s\Linda J. O'Connell
                      Name:  Linda J. O'Connell
                      Title: Vice President

                      By:    \s\Sabine Wendt
                      Name:  Sabine Wendt
                      Title: Asst. Vice President

                              Notice Address and Domestic
                              Lending Office:

                      DG Bank
                      609 Fifth Avenue
                      New York, NY 10017-1021
                      Attn: Linda J. O'Connell
                      Telecopy: 212-745-1556

                      and to:

                      Edward A. Thome
                      Telecopy: 212-745-1422

                      Eurodollar Lending Office:

                      DG Bank, Cayman Island Branch
                      609 Fifth Avenue
                      New York, NY 10017-1021
                      Attn: Linda J. O'Connell
                      Telecopy: 212-745-1556

                      and to:

                      Edward A. Thome
                      Telecopy: 212-745-1422

Pro Rata Share:  1.60000%

Revolving Credit Commitment: $20,000,000.00
                      THE BANK OF TOKYO-MITSUBISHI, LTD. acting
                      through its New York Branch


                      By:    \s\Akio Wada
                      Name:  Akio Wada
                      Title: Senior Vice President & Manager


                      Notice Address and Domestic
                      Lending Office, and Eurodollar Lending
                      Office:

                      Bank of Tokyo - Mitsubishi
                      1251 Avenue of the Americas
                      New York, NY 10020-1104
                      Attn: Leonard J. Crann
                      Telecopy: 212-782-4934

                      and to:

                      John C. Ng
                      Telecopy: 212-782-5870




Pro Rata Share:  1.60000%

Revolving Credit Commitment: $20,000,000.00
                              SUMMIT BANCORP


                      By:     \s\Gregory Haines
                      Name:   Gregory Haines
                      Title:  Regional Vice President


                      Notice Address and Domestic
                      Lending Office, and Eurodollar Lending
                      Office:

                      Summit Bancorp
                      750 Walnut Avenue
                      Cranford, NJ 07016
                      Attn: Gregory A. Haines
                      Telecopy:   908-706-6435

                      and to:

                      Stephanie Weiss
                      Telecopy: 908-709-6437

Pro Rata Share:  2.00000%

Revolving Credit Commitment: $25,000,000.00
                              COMERICA BANK


                      By:    \s\David J. Campbell
                      Name:  David J. Campbell              
                      Title: Vice President


                      Notice Address and Domestic
                      Lending Office, and Eurodollar Lending
                      Office:

                      Comerica Bank
                      500 Woodward Avenue, 7th Floor
                      Detroit, Michigan 48226
                      Attn: David J. Campbell

                      Telecopy: 313-222-9295

                      and to:

                      Attn: Betsy Branson
                      Telecopy: 313-222-3697

                      U.S. Mail should be directed to:

                      Comerica Bank
                      P.O. Box 75000
                      Detroit Michigan 48275-3256
                      M/C 3256
                      Attn: David J. Campbell and
                      Attn: Betsy Branson



Pro Rata Share:  1.60000%

Revolving Credit Commitment: $20,000,000.00
                           LASALLE NATIONAL BANK


                      By:   \s\John Co. Hein
                      Name: John C. Hein                        
                      Title: Vice President

                      Notice Address and Domestic
                      Lending Office, and Eurodollar Lending
                      Office:

                      LaSalle National Bank
                      135 South LaSalle St.
                      Chicago, IL 60674-9135
                      Attn: John C. Hein
                      Telecopy:  312-904-6467




Pro Rata Share:  2.00000%

Revolving Credit Commitment: $25,000,000.00