AMB PROPERTY LP
REVOLVING CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>REVOLVING CREDIT AGREEMENT
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 10.1


          ------------------------------------------------------------

                           REVOLVING CREDIT AGREEMENT

                            dated as of May 24, 2000

                                      among

                               AMB PROPERTY, L.P.,

                            THE BANKS LISTED HEREIN,

                   MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
                            as Administrative Agent,


                             BANK OF AMERICA, N.A.,
                              as Syndication Agent,


                            THE CHASE MANHATTAN BANK
                             as Documentation Agent,


                           J.P. MORGAN SECURITIES INC.
                                       and
                         BANC OF AMERICA SECURITIES LLC,
                 as Joint Lead Arrangers and Joint Bookmanagers

                  BANK ONE, NA, COMMERZBANK AKTIENGESELLSCHAFT
                       NEW YORK AND GRAND CAYMAN BRANCHES,
                       PNC BANK, NATIONAL ASSOCIATION, and
                              WACHOVIA BANK, N.A.,
                               as Managing Agents

                                       AND

                            BANKERS TRUST COMPANY and
              DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES,
                                  as Co-Agents

          ------------------------------------------------------------

<PAGE>   2


                                TABLE OF CONTENTS

<TABLE>
<S>               <C>                                                                       <C>
                                    ARTICLE I

DEFINITIONS..................................................................................1
                  SECTION 1.1.  Definitions..................................................1
                  SECTION 1.2.  Accounting Terms and Determinations.........................28
                  SECTION 1.3.  Types of Borrowings.........................................28

                                   ARTICLE II

THE CREDITS.................................................................................29
                  SECTION 2.1.  Commitments to Lend.........................................29
                  SECTION 2.2.  Notice of Borrowing.........................................29
                  SECTION 2.3.  Swingline Loan Subfacility..................................31
                  SECTION 2.4.  Money Market Borrowings.....................................33
                  SECTION 2.5.  Notice to Banks; Funding of Loans...........................37
                  SECTION 2.6.  Notes.......................................................38
                  SECTION 2.7.  Method of Electing Interest Rates...........................39
                  SECTION 2.8.  Interest Rates..............................................41
                  SECTION 2.9.  Fees........................................................42
                  SECTION 2.10.  Maturity Date..............................................42
                  SECTION 2.11.  Optional Prepayments.......................................43
                  SECTION 2.12.  General Provisions as to Payments..........................44
                  SECTION 2.13.  Funding Losses.............................................45
                  SECTION 2.14.  Computation of Interest and Fees...........................46
                  SECTION 2.15.  Use of Proceeds............................................46
                  SECTION 2.16.  Letters of Credit..........................................46
                  SECTION 2.17.  Letter of Credit Usage Absolute............................49

                                   ARTICLE III

CONDITIONS..................................................................................50
                  SECTION 3.1.  Closing.....................................................50
                  SECTION 3.2.  Borrowings..................................................52

                                   ARTICLE IV

REPRESENTATIONS AND WARRANTIES..............................................................53
                  SECTION 4.1.  Existence and Power.........................................53
                  SECTION 4.2.  Power and Authority.........................................53
                  SECTION 4.3.  No Violation................................................54
</TABLE>


                                       i
<PAGE>   3

<TABLE>
<S>               <C>                                                                       <C>
                  SECTION 4.4.  Financial Information.......................................55
                  SECTION 4.5.  Litigation..................................................55
                  SECTION 4.6.  Compliance with ERISA.......................................55
                  SECTION 4.7.  Environmental...............................................56
                  SECTION 4.8.  Taxes.......................................................56
                  SECTION 4.9.  Full Disclosure.............................................56
                  SECTION 4.10.  Solvency...................................................56
                  SECTION 4.11.  Use of Proceeds............................................57
                  SECTION 4.12.  Governmental Approvals.....................................57
                  SECTION 4.13.  Investment Company Act; Public Utility Holding
                                 Company Act................................................57
                  SECTION 4.14.  Principal Offices..........................................57
                  SECTION 4.15.  REIT Status................................................57
                  SECTION 4.16.  Patents, Trademarks, etc...................................57
                  SECTION 4.17.  Judgments..................................................57
                  SECTION 4.18.  No Default.................................................58
                  SECTION 4.19.  Licenses, etc..............................................58
                  SECTION 4.20.  Compliance With Law........................................58
                  SECTION 4.21.  No Burdensome Restrictions.................................58
                  SECTION 4.22.  Brokers' Fees..............................................58
                  SECTION 4.23.  Labor Matters..............................................58
                  SECTION 4.24.  Insurance..................................................58
                  SECTION 4.25.  Organizational Documents...................................59
                  SECTION 4.26.  Qualifying Unencumbered Properties.........................59

                                    ARTICLE V

AFFIRMATIVE AND NEGATIVE COVENANTS..........................................................59
                  SECTION 5.1.  Information.................................................59
                  SECTION 5.2.  Payment of Obligations......................................62
                  SECTION 5.3.  Maintenance of Property; Insurance; Leases..................62
                  SECTION 5.4.  Maintenance of Existence....................................63
                  SECTION 5.5.  Compliance with Laws........................................63
                  SECTION 5.6.  Inspection of Property, Books and Records...................63
                  SECTION 5.7.  Existence...................................................63
                  SECTION 5.8.  Financial Covenants.........................................64
                  SECTION 5.9.  Restriction on Fundamental Changes..........................65
                  SECTION 5.10.  Changes in Business........................................66
                  SECTION 5.11.  General Partner Status.....................................66
                  SECTION 5.12.  Other Indebtedness.........................................67
                  SECTION 5.13.  Forward Equity Contracts...................................68
</TABLE>


                                       ii
<PAGE>   4

<TABLE>
<S>               <C>                                                                       <C>
                                   ARTICLE VI

DEFAULTS....................................................................................68
                  SECTION 6.1.  Events of Default...........................................68
                  SECTION 6.2.  Rights and Remedies.........................................71
                  SECTION 6.3.  Notice of Default...........................................72
                  SECTION 6.4.  Actions in Respect of Letters of Credit.....................72
                  SECTION 6.5.  Distribution of Proceeds after Default......................74

                                   ARTICLE VII

THE AGENTS..................................................................................74
                  SECTION 7.1.  Appointment and Authorization...............................74
                  SECTION 7.2.  Agency and Affiliates.......................................74
                  SECTION 7.3.  Action by Agents............................................75
                  SECTION 7.4.  Consultation with Experts...................................75
                  SECTION 7.5.  Liability of Agents.........................................75
                  SECTION 7.6.  Indemnification.............................................75
                  SECTION 7.7.  Credit Decision.............................................76
                  SECTION 7.8.  Successor Agents............................................76
                  SECTION 7.9.  Consents and Approvals......................................77

                                  ARTICLE VIII

CHANGE IN CIRCUMSTANCES.....................................................................78
                  SECTION 8.1.  Basis for Determining Interest Rate Inadequate or
                                Unfair......................................................78
                  SECTION 8.2.  Illegality..................................................78
                  SECTION 8.3.  Increased Cost and Reduced Return...........................79
                  SECTION 8.4.  Taxes.......................................................81
                  SECTION 8.5.  Base Rate Loans Substituted for Affected Euro-Dollar
                                Loans.......................................................83

                                   ARTICLE IX

MISCELLANEOUS...............................................................................83
                  SECTION 9.1.  Notices.....................................................83
                  SECTION 9.2.  No Waivers..................................................84
                  SECTION 9.3.  Expenses; Indemnification...................................84
                  SECTION 9.4.  Sharing of Set-Offs.........................................85
                  SECTION 9.5.  Amendments and Waivers......................................86
                  SECTION 9.6.  Successors and Assigns......................................87
                  SECTION 9.7.  Collateral..................................................89
                  SECTION 9.8.  Governing Law; Submission to Jurisdiction...................90
</TABLE>


                                      iii
<PAGE>   5

<TABLE>
<S>               <C>                                                                       <C>
                  SECTION 9.9.  Counterparts; Integration; Effectiveness....................90
                  SECTION 9.10.  WAIVER OF JURY TRIAL.......................................90
                  SECTION 9.11.  Survival...................................................91
                  SECTION 9.12.  Domicile of Loans..........................................91
                  SECTION 9.13.  Limitation of Liability....................................91
                  SECTION 9.14.  Recourse Obligation........................................91
                  SECTION 9.15.  Confidentiality............................................91
                  SECTION 9.16.  Bank's Failure to Fund.....................................92
                  SECTION 9.17.  Banks' ERISA Covenant......................................97
                  SECTION 9.18.  Managing Agents and Co-Agents..............................97
                  SECTION 9.19.  No Bankruptcy Proceedings..................................97
                  SECTION 9.20.  Optional Increase in Commitments...........................97
</TABLE>

SCHEDULE 1.1
SCHEDULE 4.4(b)
SCHEDULE 4.6
SCHEDULE 5.11(c)(1)
SCHEDULE 5.11(c)(2)



                                       iv
<PAGE>   6


                           REVOLVING CREDIT AGREEMENT

        THIS REVOLVING CREDIT AGREEMENT (this "Agreement") dated as of May 24,
2000 among AMB PROPERTY, L.P. (the "Borrower"), the BANKS listed on the
signature pages hereof, MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as
Administrative Agent, BANK OF AMERICA, N.A., as Syndication Agent, THE CHASE
MANHATTAN BANK, as Documentation Agent, J.P. MORGAN SECURITIES INC. and BANC OF
AMERICA SECURITIES LLC, as Joint Lead Arrangers and Joint Bookmanagers, BANK
ONE, NA, COMMERZBANK AKTIENGESELLSCHAFT NEW YORK AND GRAND CAYMAN BRANCHES, PNC
BANK, NATIONAL ASSOCIATION, and WACHOVIA BANK, N.A., as Managing Agents, and
BANKERS TRUST COMPANY and DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES,
as Co-Agents.

                               W I T N E S S E T H

               WHEREAS, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto have agreed as
follows:

                                    ARTICLE I

                                   DEFINITIONS

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

               "Absolute Rate Auction" means a solicitation of Money Market
Quotes setting forth Money Market Absolute Rates pursuant to Section 2.4.

               "Adjusted EBITDA" means EBITDA for such period minus an amount
equal to appropriate reserves for replacements of Ten Cents ($0.10) (or in the
case of any Real Property Asset owned by an Investment Affiliate, Borrower's
Share of Ten Cents ($0.10)) per square foot per annum for each Real Property
Asset (provided that, as to any Real Property Asset acquired during such period
such Ten Cents ($0.10) per square foot adjustment shall be pro-rated for the
period of ownership).

               "Adjusted Interbank Offered Rate" as applicable to any Interest
Period means a rate per annum equal to the quotient obtained (rounded upward, if
necessary, to the next higher 1/100 of 1%) by dividing (i) the Interbank Offered
Rate applicable during such Interest Period by (ii) 1.00 minus the Euro-Dollar
Reserve Percentage.

               "Administrative Agent" shall mean Morgan Guaranty Trust Company
of New York, in its capacity as Administrative Agent hereunder, and its
permitted successors in such capacity in accordance with the terms of this
Agreement.



<PAGE>   7

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

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

               "Agents" shall mean the Administrative Agent, the Syndication
Agent and the Documentation Agent, collectively.

               "Agreement" shall mean this Revolving Credit Agreement as the
same may from time to time hereafter be modified, supplemented or amended.

               "Applicable Fee Percentage" means the respective percentages per
annum determined, at any time, based on the range into which Borrower's Credit
Rating then falls, in accordance with the table set forth below. Any change in
Borrower's Credit Rating causing it to move to a different range on the table
shall effect an immediate change in the Applicable Fee Percentage. Borrower
shall have not less than two (2) Credit Ratings at all times. In the event that
Borrower receives only two (2) Credit Ratings (one of which must be from S&P or
Moody's), and such Credit Ratings are not equivalent, the Applicable Fee
Percentage shall be determined by the lower of such two (2) Credit Ratings. In
the event that Borrower receives more than two (2) Credit Ratings, and such
Credit Ratings are not all equivalent, the Applicable Fee Percentage shall be
determined by the second highest Credit Rating, provided that one of the highest
two (2) Credit Ratings shall be from S&P or Moody's; provided, further, that if
neither of the highest two (2) Credit Ratings is from S&P or Moody's, then the
Applicable Fee Percentage shall be determined by the highest Credit Rating from
either S&P or Moody's.


                                        2
<PAGE>   8


<TABLE>
<CAPTION>
               Range of
               Borrower's
               Credit Rating                       Applicable
               (S&P/Moody's                        Fee Percentage
               Ratings)                            (% per annum)
               ------------------                  -------------
<S>                                                <C>
               Non-Investment Grade                0.35

               BBB-/Baa3                           0.25

               BBB/Baa2                            0.20

               BBB+/Baa1                           0.15

               A-/A3 or better                     0.15
</TABLE>

               "Applicable Interest Rate" means (i) with respect to any Fixed
Rate Indebtedness, the fixed interest rate applicable to such Fixed Rate
Indebtedness at the time in question, and (ii) with respect to any Floating Rate
Indebtedness, either (x) the rate at which the interest rate applicable to such
Floating Rate Indebtedness is actually capped (or fixed pursuant to an interest
rate hedging device), at the time of calculation, if Borrower has entered into
an interest rate cap agreement or other interest rate hedging device with
respect thereto or (y) if Borrower has not entered into an interest rate cap
agreement or other interest rate hedging device with respect to such Floating
Rate Indebtedness, the greater of (A) the rate at which the interest rate
applicable to such Floating Rate Indebtedness could be fixed for the remaining
term of such Floating Rate Indebtedness, at the time of calculation, by
Borrower's entering into any unsecured interest rate hedging device either not
requiring an upfront payment or if requiring an upfront payment, such upfront
payment shall be amortized over the term of such device and included in the
calculation of the interest rate (or, if such rate is incapable of being fixed
by entering into an unsecured interest rate hedging device at the time of
calculation, a fixed rate equivalent reasonably determined by Administrative
Agent) or (B) the floating rate applicable to such Floating Rate Indebtedness at
the time in question.

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

               "Applicable Margin" means with respect to each Loan, the
respective percentages per annum determined, at any time, based on the range
into which Borrower's Credit Rating then falls, in accordance with the table set
forth below. Any change in Borrower's Credit Rating causing it to move to a
different range on the table shall effect an immediate change in the Applicable
Margin. Borrower shall have not less than two (2) Credit Ratings at all times.
In the event that Borrower receives only two (2) Credit Ratings (one of which
must be from S&P or


                                        3
<PAGE>   9

Moody's), and such Credit Ratings are not equivalent, the Applicable Margin
shall be determined by the lower of such two (2) Credit Ratings. In the event
that Borrower receives more than two (2) Credit Ratings, and such Credit Ratings
are not all equivalent, the Applicable Margin shall be determined by the second
highest Credit Rating, provided that one of the highest two (2) Credit Ratings
shall be from S&P or Moody's; provided, further, that if neither of the highest
two (2) Credit Ratings is from S&P or Moody's, then the Applicable Margin shall
be determined by the highest Credit Rating from either S&P or Moody's.

<TABLE>
<CAPTION>
Range of                            Applicable
Borrower's                          Margin for                   Applicable
Credit Rating                       Base Rate                    Margin for Euro
(S&P/Moody's                        Loans                        Dollar Loans
Ratings)                            (% per annum)                (% per annum)
------------------                  -------------                -------------
<S>                                 <C>                          <C>
Non-Invest-
ment Grade                          0.00                            1.40

BBB-/Baa3                           0.00                            1.10

BBB/Baa2                            0.00                            0.80

BBB+/Baa1                           0.00                            0.75

A-/A3 or better                     0.00                            0.65
</TABLE>

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

               "Balance Sheet Indebtedness" means with respect to any Person and
assuming such Person is required to prepare financial statements in accordance
with GAAP, without duplication, the Indebtedness of such Person which would be
required to be included on the liabilities side of the balance sheet of such
Person in accordance with GAAP. Notwithstanding the foregoing, Balance Sheet
Indebtedness shall include current liabilities and all guarantees of
Indebtedness of any Person.

               "Balloon Payments" shall mean with respect to any loan
constituting Balance Sheet Indebtedness, any required principal payment of such
loan which is either (i) payable at the maturity of such Indebtedness or (ii) in
an amount which exceeds fifteen percent (15%) of the original principal amount
of such loan; provided, however, that the final payment of a fully amortizing
loan shall not constitute a Balloon Payment.

               "Bank" means each entity (other than Borrower) listed on the
signature pages hereof, each Assignee which becomes a Bank pursuant to Section
9.6(c), and their respective successors and each Designated Lender; provided,
however, that the term "Bank" shall exclude


                                        4
<PAGE>   10

each Designated Lender when used in reference to a Committed Loan, the
Commitments or terms relating to the Committed Loans and the Commitments and
shall further exclude each Designated Lender for all other purposes hereunder
except that any Designated Lender which funds a Money Market Loan shall, subject
to Section 9.6(d), have the rights (including the rights given to a Bank
contained in Sections 9.3 and 9.5 and otherwise in Article 9) and obligations of
a Bank associated with holding such Money Market Loan. For purposes of this
Agreement, neither J.P. Morgan Securities, Inc. nor Banc of America Securities
LLC shall constitute a "Bank."

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

               "Base Rate" means, for any day, a rate per annum equal to the
higher of (i) the Prime Rate for such day and (ii) the sum of 0.5% plus the
Federal Funds Rate for such day. Each change in the Base Rate shall become
effective automatically as of the opening of business on the date of such change
in the Base Rate, without prior written notice to Borrower or Banks.

               "Base Rate Loan" means a Committed Loan to be made by a Bank as a
Base Rate Loan in accordance with the provisions of this Agreement.

               "Benefit Arrangement" means at any time an employee benefit plan
within the meaning of Section 3(3) of ERISA which is not a Plan or a
Multiemployer Plan and which is maintained or otherwise contributed to by any
member of the ERISA Group.

               "Borrower" means AMB Property, L.P., a Delaware limited
partnership.

               "Borrower's Share" means Borrower's and General Partner's direct
or indirect share of an Investment Affiliate based upon Borrower's and General
Partner's percentage ownership (whether direct or indirect) of such Investment
Affiliate.

               "Borrowing" has the meaning set forth in Section 1.3.

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

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

               "Cash or Cash Equivalents" shall mean (a) cash; (b) marketable
direct obligations issued or unconditionally guaranteed by the United States
Government or issued by an agency thereof and backed by the full faith and
credit of the United States, in each case maturing within one (1) year after the
date of acquisition thereof; (c) marketable direct obligations issued by any
state of the United States of America or any political subdivision of any such
state or any public instrumentality thereof maturing within ninety (90) days
after the date of acquisition thereof and,


                                        5
<PAGE>   11

at the time of acquisition, having one of the two highest ratings obtainable
from any two of S & P, Moody's, Duff or Fitch (or, if at any time no two of the
foregoing shall be rating such obligations, then from such other nationally
recognized rating services acceptable to Administrative Agent ); (d) domestic
corporate bonds, other than domestic corporate bonds issued by Borrower or any
of its Affiliates, maturing no more than two (2) years after the date of
acquisition thereof and, at the time of acquisition, having a rating of at least
A or the equivalent from any two (2) of S & P, Moody's, Duff or Fitch (or, if at
any time no two of the foregoing shall be rating such obligations, then from
such other nationally recognized rating services acceptable to Administrative
Agent); (e) variable-rate domestic corporate notes or medium term corporate
notes, other than notes issued by Borrower or any of its Affiliates, maturing or
resetting no more than one (1) year after the date of acquisition thereof and
having a rating of at least AA or the equivalent from two of S & P, Moody's,
Duff or Fitch (or, if at any time no two of the foregoing shall be rating such
obligations, then from such other nationally recognized rating services
acceptable to Administrative Agent); (f) commercial paper (foreign and domestic)
or master notes, other than commercial paper or master notes issued by Borrower
or any of its Affiliates, and, at the time of acquisition, having a long-term
rating of at least A or the equivalent from S & P, Moody's, Duff or Fitch and
having a short-term rating of at least A-1 and P-1 from S & P and Moody's,
respectively (or, if at any time neither S & P nor Moody's shall be rating such
obligations, then the highest rating from such other nationally recognized
rating services acceptable to Administrative Agent); (g) domestic and Eurodollar
certificates of deposit or domestic time deposits or Eurodollar deposits or
bankers' acceptances (foreign or domestic) that are issued by a bank (I) which
has, at the time of acquisition, a long-term rating of at least A or the
equivalent from S & P, Moody's, Duff or Fitch and (II) if a domestic bank, which
is a member of the Federal Deposit Insurance Corporation; and (h) overnight
securities repurchase agreements, or reverse repurchase agreements secured by
any of the foregoing types of securities or debt instruments, provided that the
collateral supporting such repurchase agreements shall have a value not less
than 101% of the principal amount of the repurchase agreement plus accrued
interest.

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

               "Co-Agents" means Bankers Trust Company and Dresdner Bank AG, New
York and Grand Cayman Branches, in their capacity as Co-Agents hereunder.

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

               "Committed Borrowing" has the meaning set forth in Section 1.3.

               "Committed Loan" means a loan made by a Bank pursuant to Section
2.1, as well as Loans required to be made by a Bank pursuant to Section 2.16 to
reimburse a Fronting Bank


                                        6
<PAGE>   12

for a Letter of Credit that has been drawn down; provided that, if any such loan
or loans (or portions thereof) are combined or subdivided pursuant to a Notice
of Interest Rate Election, the term "Committed Loan" shall refer to the combined
principal amount resulting from such combination or to each of the separate
principal amounts resulting from such subdivision, as the case may be.

               "Commitment" means with respect to each Bank, the amount set
forth under the name of such Bank on the signature pages hereof (and, for each
Bank which is an Assignee, the amount set forth in the Transfer Supplement
entered into pursuant to Section 9.6(c) as the Assignee's Commitment), as such
amount may be reduced from time to time pursuant to Section 2.11(c) or in
connection with an assignment to an Assignee, and as such amount may be
increased pursuant to Section 9.20 or in connection with an assignment from an
Assignor.

               "Consolidated Subsidiary" means at any date any Subsidiary or
other entity which is consolidated with Borrower or General Partner in
accordance with GAAP.

               "Consolidated Tangible Net Worth" means, at any time, the
tangible net worth of Borrower, on a consolidated basis, determined in
accordance with GAAP, plus all accumulated depreciation and amortization of
Borrower plus Borrower's Share of accumulated depreciation and amortization of
Investment Affiliates, deducted, in either case, from earnings in calculating
Net Income.

               "Construction Asset Cost" shall mean, with respect to a Real
Property Asset in which Development Activity has begun (as evidenced by
obtaining a permit to commence such construction by the applicable governmental
authority) but has not yet been substantially completed (substantial completion
shall be deemed to mean not less than 90% completion, as such completion shall
be evidenced by a certificate of occupancy or its equivalent and the
commencement of the payment of rent by tenants of such Real Property Asset), (i)
in the case of the development and construction by the Borrower or any of its
Consolidated Subsidiaries described in clause (a) of the definition of
Development Activity, the aggregate, good faith estimate of the total cost to be
incurred by the Borrower or any of its Consolidated Subsidiaries in the
construction of such improvements (including land acquisition costs); (ii) in
the case of the development and construction by a Joint Venture Subsidiary of
the Borrower (which is not a Consolidated Subsidiary) described in clause (a) of
the definition of Development Activity, an amount equal to Borrower's Share of
the aggregate, good faith estimate of the total cost to be incurred by such
Joint Venture Subsidiary in the construction of such improvements (including
land acquisition costs); (iii) in the case of the financing of any development
and construction by the Borrower or any of its Consolidated Subsidiaries, the
amount the Borrower or any Consolidated Subsidiary has committed to fund to pay
the cost to complete such development and construction, (iv) in the case of the
financing of any development and construction by a Joint Venture Subsidiary of
the Borrower (which is not a Consolidated Subsidiary), an amount equal to
Borrower's Share of the amount such Joint Venture Subsidiary has committed to
fund to pay the cost to complete such development and construction; (v) in the
case of the incurrence of any Contingent Obligations in connection with any
development and construction by the Borrower or


                                        7
<PAGE>   13

any of its Consolidated Subsidiaries, the amount of such Contingent Obligation
of the Borrower or such Consolidated Subsidiary, (vi) in the case of the
incurrence of any Contingent Obligations in connection with any development and
construction by a Joint Venture Subsidiary (which is not a Consolidated
Subsidiary) of the Borrower, an amount equal to Borrower's Share of the amount
of such Contingent Obligation of such Joint Venture Subsidiary.

               "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,
guaranteeing partially or in whole any Non-Recourse Indebtedness, lease,
dividend or other obligation, exclusive of contractual indemnities (including,
without limitation, any indemnity or price-adjustment provision relating to the
purchase or sale of securities or other assets) and guarantees of non-monetary
obligations (other than guarantees of completion) which have not yet been called
on or quantified, of such Person or of any other Person. The amount of any
Contingent Obligation described in clause (ii) shall be deemed to be (a) with
respect to a guaranty of interest or interest and principal, or operating income
guaranty, the Net Present Value of the sum of all payments required to be made
thereunder (which in the case of an operating income guaranty shall be deemed to
be equal to the debt service for the note secured thereby), calculated at the
Applicable Interest Rate, 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 Borrower required to be delivered pursuant to Section 5.1 hereof.
Notwithstanding anything contained herein to the contrary, guarantees of
completion shall not be deemed to be Contingent Obligations unless and until a
claim for payment or performance has been made thereunder, at which time any
such guaranty of completion shall be deemed to be a Contingent Obligation in an
amount equal to any such claim. Subject to the preceding sentence, (i) in the
case of a joint and several guaranty given by such Person and another Person
(but only to the extent such guaranty is recourse, directly or indirectly to
Borrower), the amount of the guaranty shall be deemed to be 100% thereof unless
and only to the extent that such other Person has delivered Cash or Cash
Equivalents to secure all or any part of such Person's guaranteed obligations,
(ii) in the case of joint and several guarantees given by a Person in whom
Borrower owns an interest (which guarantees are non-recourse to Borrower), to
the extent the guarantees, in the aggregate, exceed 15% of Total Asset Value,
the amount which is the lesser of (x) the amount in excess of 15% or (y) the
amount of Borrower's interest therein shall be deemed to be a Contingent
Obligation of Borrower, and (iii) in the case of a guaranty (whether or not
joint and several) of an obligation otherwise constituting Indebtedness of such
Person, the amount of such guaranty shall be deemed to be only that amount in
excess of the amount of the obligation constituting Indebtedness of such Person.
Notwithstanding anything contained herein to the contrary, "Contingent
Obligations" shall be deemed not to include


                                        8
<PAGE>   14

guarantees of Unused Commitments or of construction loans to the extent the same
have not been drawn. All matters constituting "Contingent Obligations" shall be
calculated without duplication.

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

               "Credit Rating" means the rating assigned by the Rating Agencies
to Borrower's senior unsecured long term indebtedness.

               "Debt Restructuring" means a restatement of, or material change
in, the amortization or other financial terms of any Indebtedness of General
Partner, the Borrower or any Subsidiary or Investment Affiliate.

               "Debt Service" means, for any period and without duplication,
Interest Expense for such period plus scheduled principal amortization
(excluding Balloon Payments) for such period on all Balance Sheet Indebtedness
of Borrower on a consolidated basis, plus Borrower's Share of scheduled
principal amortization (excluding Balloon Payments) for such period on all
Balance Sheet Indebtedness of Investment Affiliates.

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

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

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

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

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

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


                                        9
<PAGE>   15

               "Development Activity" means (a) the development and construction
of industrial or retail facilities by the Borrower or any of its Consolidated
Subsidiaries or Joint Venture Subsidiaries excluding Unimproved Assets, (b) the
financing by the Borrower or any of its

Consolidated Subsidiaries or Joint Venture Subsidiaries of any such development
or construction and (c) the incurrence by the Borrower or any of its
Consolidated Subsidiaries or Joint Venture Subsidiaries of any Contingent
Obligations in connection with such development or construction (other than
purchase contracts for Real Property Assets which are not payable until after
completion of development or construction).

               "Documentation Agent" means The Chase Manhattan Bank, in its
capacity as Documentation Agent hereunder, and its permitted successors in such
capacity in accordance with the terms of this Agreement.

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

               "Duff" means Duff & Phelps Credit Rating Company, or any
successor thereto.

               "EBITDA" means, for any period (i) Income from Operations for
such period, plus (ii) depreciation and amortization expense and other non-cash
items deducted in the calculation of Income from Operations for such period,
plus (iii) Interest Expense deducted in the calculation of Income from
Operations for such period, plus (iv) Borrower's Share of the Investment
Affiliate EBITDA for each Investment Affiliate, all of the foregoing without
duplication.

               "Effective Date" means the date this Agreement becomes effective
in accordance with Section 9.9.

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

               "Environmental Claim" means, with respect to any Person, any
notice, claim, demand or similar communication (written or oral) by any other
Person alleging potential liability of such Person for investigatory costs,
cleanup costs, governmental response costs, natural resources damage, property
damages, personal injuries, fines or penalties arising out of, based on or
resulting from (i) the presence, or release into the environment, of any
Materials of Environmental Concern at any location, whether or not owned by such
Person or (ii) circumstances forming the basis of any violation, or alleged
violation, of any Environmental



                                       10
<PAGE>   16

Law, in each case (with respect to both (i) and (ii) above) as to which there is
a reasonable possibility of an adverse determination with respect thereto and
which, if adversely determined, would have a Material Adverse Effect on the
Borrower.

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

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

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

               "Euro-Dollar Borrowing" has the meaning set forth in Section 1.3.

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

               "Euro-Dollar Loan" means a Committed Loan to be made by a Bank as
a Euro- Dollar Loan in accordance with the applicable Notice of Borrowing.

               "Euro-Dollar Reference Bank" means the principal London offices
of the Administrative Agent.

               "Euro-Dollar Reserve Percentage" means for any day that
percentage (expressed as a decimal) which is in effect on such day, as
prescribed by the Board of Governors of the Federal Reserve System (or any
successor) under Regulation D, as Regulation D may be amended, modified or
supplemented, for determining the maximum reserve requirement for a member bank
of the Federal Reserve System in New York City with deposits exceeding five
billion dollars in respect of "Eurocurrency liabilities" (or in respect of any
other category of liabilities which includes deposits by reference to which the
interest rate on Euro-Dollar Loans is determined or any category of extensions
of credit or other assets which includes loans by a non-



                                       11
<PAGE>   17

United States office of any Bank to United States residents). The Adjusted
Interbank Offered Rate shall be adjusted automatically on and as of the
effective date of any change in the Euro- Dollar Reserve Percentage.

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

               "Extension Date" has the meaning set forth in Section 2.10(b).

               "Extension Notice" has the meaning set forth in Section 2.10(b).

               "Facility Amount" has the meaning set forth in Section 2.1.

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

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

               "FFO" means "funds from operations," defined to mean, without
duplication for any period, Income from Operations, plus (i) Borrower's Share of
Income from Operations of any Investment Affiliate (plus Borrower's Share of
real estate depreciation and amortization expenses of Investment Affiliates),
plus (ii) real estate depreciation and amortization expense for such period.

               "Financing Partnerships" means any Subsidiary which is
wholly-owned, directly or indirectly, by Borrower or by Borrower and General
Partner, with General Partner holding, directly or indirectly other than through
its interest in Borrower, no more than a 2% economic interest in such
Subsidiary.

               "Fiscal Quarter" means a fiscal quarter of a Fiscal Year.

               "Fiscal Year" means the fiscal year of Borrower and General
Partner.

               "Fitch" means Fitch Investors Services, Inc., or any successor
thereto.



                                       12
<PAGE>   18

               "Fixed Charges" for any Fiscal Quarter period means the sum of
(i) Debt Service for such period, (ii) dividends on preferred units payable by
Borrower for such period, and (iii) distributions made by Borrower in such
period to Guarantor for the purpose of paying dividends on preferred shares in
Guarantor. If any of the foregoing Indebtedness is subject to an interest rate
cap agreement purchased by the Borrower, the Guarantor or a Consolidated
Subsidiary, the interest rate shall be assumed to be the lower of the actual
interest payable on such Indebtedness or the capped rate of such interest rate
cap agreement. In no event shall any dividends payable on the Guarantor's or any
Consolidated Subsidiary's common stock be included in Fixed Charges.

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

               "Fixed Rate Indebtedness" means all Indebtedness which accrues
interest at a fixed rate.

               "Floating Rate Indebtedness" means all Indebtedness which is not
Fixed Rate Indebtedness and which is not a Contingent Obligation or an Unused
Commitment.

               "FMV Cap Rate" means nine percent (9%).

               "Fronting Bank" shall mean Morgan Guaranty Trust Company of New
York.

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

               "General Partner" means AMB Property Corporation, a Maryland
corporation qualified as a real estate investment trust and the sole general
partner of Borrower.

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

               "Guarantor" shall mean AMB Property Corporation, a Maryland
corporation qualified as a real estate investment trust.

               "Guaranty" shall mean that certain Guaranty Agreement, dated as
of the date hereof, by General Partner, as guarantor, to Administrative Agent,
for the benefit of the Banks.



                                       13
<PAGE>   19

               "IBOR Auction" means a solicitation of Money Market Quotes
setting forth Money Market Margins based on the Interbank Offered Rate pursuant
to Section 2.4.

               "Income from Operations" means, for any period, Net Income before
the deduction of (i) Taxes (net of any Taxes actually paid to, or withheld by,
any foreign jurisdiction with respect to any Real Property Asset located outside
of the United States), (ii) minority interests, (iii) gains and losses on asset
sales, Debt Restructurings or write-ups or forgiveness of indebted ness, (iv)
gains and losses from extraordinary items, (v) payment of preferred dividends,
calculated in conformity with GAAP, and (vi) an adjustment to exclude the
straight-lining of rents.

               "Indebtedness" as applied to any Person (and without
duplication), means (a) all indebtedness, obligations or other liabilities of
such Person for borrowed money or for the deferred purchase price of property or
services, including all liabilities of such Person evidenced by Securities or
other similar instruments, (b) all Contingent Obligations of such Person, (c)
all indebtedness obligations or other liabilities of such Person or others
secured by a Lien on any asset of such Person, in excess of 2.5% of Total
Liabilities in the aggregate, whether or not such indebtedness, obligations or
liabilities are assumed by, or are a personal liability of such Person, and (d)
all other items which, in accordance with GAAP, would be included as liabilities
on the liability side of, or in the footnotes to the balance sheet of such
Person, exclusive, however, of all dividends and distributions declared but not
yet paid.

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

               "Interbank Offered Rate" applicable to any Interest Period means
the average (rounded upward, if necessary, to the next higher 1/16 of 1%) of the
respective rates per annum at which deposits in dollars are offered to the
Euro-Dollar Reference Bank in the interbank market at approximately 11:00 a.m.
(New York City time) two Business Days before the first day of such Interest
Period in an amount approximately equal to the principal amount of the Euro-
Dollar Borrowing or Group of Loans or portion thereof to be converted into or
continued as Euro-Dollar Loans to which such Interest Period is to apply and for
a period of time comparable to such Interest Period.

               "Interest Expense" means, for any period and without duplication,
total interest expense, whether paid, accrued or capitalized of Borrower, on a
consolidated basis determined in accordance with GAAP, plus Borrower's Share of
accrued, paid or capitalized interest with respect to any Balance Sheet
Indebtedness of Investment Affiliates (in each case, including, without
limitation, the interest component of Capital Leases but excluding interest
expense covered by an interest reserve established under a loan facility such as
capitalized construction interest provided for in a construction loan).

               "Interest Period" means: (1) with respect to each Euro-Dollar
Borrowing, the period commencing on the date of such Borrowing specified in the
Notice of Borrowing or on the date specified in the applicable Notice of
Interest Rate Election and ending 1, 2, 3 or 6 months



                                       14
<PAGE>   20

thereafter (or a period less than 1 month with the reasonable approval of
Administrative Agent, unless any Bank has previously advised Administrative
Agent and Borrower that it is unable to enter into Interbank Offered Rate
Contracts for an Interest Period of the same duration) as the Borrower may elect
in the applicable Notice of Borrowing or Notice of Interest Rate Election;
provided that:

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

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

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

(2)  intentionally omitted.

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

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

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

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

(4) with respect to each Money Market Absolute Rate Loan, the period commencing
on the date of borrowing specified in the applicable Money Market Quote Request
and ending such number of days thereafter (but not less than 14 days or more
than 90 days) as the Borrower may elect in accordance with Section 2.4; provided
that:

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



                                       15
<PAGE>   21

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

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

               "Investment Affiliate" means any Person in whom Guarantor or
Borrower holds an equity interest, directly or indirectly, whose financial
results are not consolidated under GAAP with the financial results of Guarantor
or Borrower on the consolidated financial statements of General Partner and
Borrower.

               "Investment Affiliate EBITDA" means, for any period (i) Income
from Operations of an Investment Affiliate for such period, plus (ii)
depreciation and amortization expense and other non-cash items deducted in the
calculation of Income from Operations of such Investment Affiliate for such
period, plus (iii) Interest Expense deducted in the calculation of Income from
Operations of such Investment Affiliate for such period, all of the foregoing
without duplication.

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

               "Investment Mortgages" means mortgages securing indebtedness with
respect to Real Property Assets directly or indirectly owed to Borrower or any
of its Subsidiaries, including, without limitation, certificates of interest in
real estate mortgage investment conduits.

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

               "Joint Bookmanagers" means J.P. Morgan Securities Inc. and Banc
of America Securities L.L.C., in their capacity as Joint Bookmanagers hereunder.

               "Joint Lead Arrangers" means J.P. Morgan Securities Inc. and Banc
of America Securities L.L.C., in their capacity as Joint Lead Arrangers
hereunder.

               "Joint Venture Interests" means partnership, joint venture,
membership or other equity interests issued by any Person which is an Investment
Affiliate that is not a Subsidiary and is not consolidated with Borrower.


                                       16
<PAGE>   22

               "Joint Venture Parent" means Borrower or one or more Financing
Partnerships of Borrower which directly owns any interest in a Joint Venture
Subsidiary.

               "Joint Venture Subsidiary" means any entity (other than a
Financing Partnership) in which (i) a Joint Venture Parent owns at least 50% of
the economic interests and (ii) the sale or financing of any Property owned by
such Joint Venture Subsidiary is substantially controlled by a Joint Venture
Parent, subject to customary provisions set forth in the organizational
documents of such Joint Venture Subsidiary with respect to refinancings or
rights of first refusal granted to other members of such Joint Venture
Subsidiary. For purposes of the preceding sentence, the sale or financing of a
Property owned by a Joint Venture Subsidiary shall be deemed to be substantially
controlled by a Joint Venture Parent, if such Joint Venture Parent has the
ability to exercise a buy-sell right in the event of a disagreement regarding
the sale or financing of such Property.

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

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

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

               "Letter of Credit Documents" has the meaning provided in Section
2.16.

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

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

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

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

               "Majority Banks" means at any time Banks having at least 51% of
the aggregate amount of Commitments, or if the Commitments shall have been
terminated, holding Notes


                                       17
<PAGE>   23

evidencing at least 51% of the aggregate unpaid principal amount of the Loans,
(provided, that in the case of Swingline Loans, the amount of each Bank's funded
participation interest in such Swingline Loans shall be considered for purposes
hereof as if it were a direct loan and not a participation interest, and the
aggregate amount of Swingline Loans owing to the Swingline Lender shall be
considered for purposes hereof as reduced by the amount of such funded
participation interests).

               "Managing Agents" means Bank One, NA, Commerzbank
Aktiengesellschaft New York and Grand Cayman Branches, PNC Bank, National
Association, and Wachovia Bank, N.A., in their capacity as Managing Agents
hereunder.

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

               "Material Adverse Effect" means an effect resulting from any
circumstance or event or series of circumstances or events, of whatever nature
(but excluding general economic conditions), which does or could reasonably be
expected to, materially and adversely (i) impair the ability of the Borrower and
its Consolidated Subsidiaries, taken as a whole, to perform their respective
obligations under the Loan Documents, or (ii) the ability of Administrative
Agent or the Banks to enforce the Loan Documents.

               "Material Plan" means at any time a Plan or Plans having
aggregate unfunded liabilities in excess of $5,000,000.

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

               "Maturity Date" shall mean the date when all of the Obligations
hereunder shall be due and payable which shall be May 23, 2003, unless otherwise
extended in accordance with Section 2.10(b) or accelerated pursuant to the terms
hereof.

               "Money Market Absolute Rate" has the meaning set forth in Section
2.4(d)(2).

               "Money Market Absolute Rate Loan" means a loan to be made by a
Bank pursuant to an Absolute Rate Auction.

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

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

               "Money Market Lending Office" means, as to each Bank, its
Domestic Lending Office or such other office, branch or affiliate of such Bank
as it may hereafter designate as its


                                       18
<PAGE>   24

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

               "Money Market Loan" means a Money Market IBOR Loan or a Money
Market Absolute Rate Loan.

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

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

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

               "Moody's" means Moody's Investors Services, Inc. or any successor
thereto.

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

               "Negative Pledge" means, with respect to any Property, any
covenant, condition, or other restriction entered into by the owner of such
Property or directly binding on such Property which prohibits or limits the
creation or assumption of any Lien upon such Property to secure any or all of
the Obligations.

               "Net Income" means, for any period, net income as calculated in
conformity with GAAP.

               "Net Offering Proceeds" means all cash or other assets received
by General Partner or Borrower as a result of the issuance or sale of common
shares of beneficial interest, preferred shares of beneficial interest,
partnership interests, preferred partnership units, limited liability company
interests, Convertible Securities or other ownership or equity interests in
General Partner or Borrower less customary costs and discounts of issuance paid
by General Partner or Borrower, as the case may be.

               "Net Price" means, with respect to the purchase of any Property,
without duplication, (i) the aggregate purchase price paid as cash
consideration for such purchase (without adjustment for prorations), including,
without limitation, the principal amount of any


                                       19
<PAGE>   25

note received or other deferred payment to be made in connection with such
purchase (except as described in clause (ii) below) and the value of any
non-cash consideration delivered in connection with such purchase (including,
without limitation, shares or preferred shares of beneficial interest in General
Partner and OP Units or Preferred OP Units (as defined in Borrower's partnership
agreement)) plus (ii) reasonable costs of sale and non-recurring taxes paid or
payable in connection with such purchase or sale.

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

               "Non-Recourse Indebtedness" means Indebtedness with respect to
which recourse for payment is limited to (i) specific assets related to a
particular Property or group of Properties encumbered by a Lien securing such
Indebtedness or (ii) any Subsidiary (provided that if a Subsidiary is a
partnership, there is no recourse to Borrower or General Partner as a general
partner of such partnership); provided, however, that personal recourse of
Borrower or General Partner for any such Indebtedness for fraud,
misrepresentation, misapplication of cash, waste, environmental claims and
liabilities and other circumstances customarily excluded by institutional
lenders from exculpation provisions and/or included in separate indemnification
agreements in non-recourse financing of real estate shall not, by itself,
prevent such Indebtedness from being characterized as Non-Recourse Indebtedness.

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

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

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

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

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

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

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



                                       20
<PAGE>   26

               "Permitted Holdings" means Unimproved Assets, Development
Activity, Joint Venture Interests, interests in Taxable REIT Subsidiaries and
Investment Mortgages, but only to the extent permitted in Section 5.8.

               "Permitted Liens" means:

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

               b. statutory liens of carriers, warehousemen, mechanics,
        materialmen and other similar liens imposed by law, which are incurred
        in the ordinary course of business for sums not more than sixty (60)
        days delinquent or which are being contested in good faith in accordance
        with the terms hereof;

               c. deposits made in the ordinary course of business to secure
        liabilities to insurance carriers;

               d. Liens for purchase money obligations for equipment; provided
        that (i) the Indebtedness secured by any such Lien does not exceed the
        purchase price of such equipment, (ii) any such Lien encumbers only the
        asset so purchased and the proceeds upon sale, disposition, loss or
        destruction thereof, and (iii) such Lien, after giving effect to the
        Indebtedness secured thereby, does not give rise to an Event of Default;

               e. easements, rights-of-way, zoning restrictions, other similar
        charges or encumbrances and all other items listed on Schedule B to
        Borrower's owner's title insurance policies, except in connection with
        any Indebtedness, for any of Borrower's Real Property Assets, so long as
        the foregoing do not interfere in any material respect with the use or
        ordinary conduct of the business of Borrower and do not diminish in any
        material respect the value of the Property to which it is attached or
        for which it is listed;

               f. Liens and judgments which have been or will be bonded or
        released of record within thirty (30) days after the date such Lien or
        judgment is entered or filed against General Partner, Borrower, or any
        Subsidiary;

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

               h. Liens in favor of Borrower against any asset of any Financing
        Partnership or Joint Venture Subsidiaries.


                                       21
<PAGE>   27

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

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

               "Preferred Stock Subsidiary" means a corporation organized with
two classes of stock, consisting of one class of voting common shares and one
class of non-voting preferred shares, all of whose preferred shares are owned by
a Person seeking to be treated as a real estate investment trust under the Code
(or an operating partnership of which such Person is general partner) and all of
the common shares of which are owned by individuals or entities who are neither
owned nor controlled by such Person (but which individuals may be, and which
entities may be owned and controlled by, officers, directors or employees of
such Person), and to which such Person (or an operating partnership of which
such Person is general partner) has contributed at least ninety-five percent
(95%) or more of the equity capital raised by such corporation in exchange for
the issuance of such corporation's shares.

               "Prime Rate" means the rate of interest publicly announced by the
Administrative Agent from time to time as its Prime Rate (it being understood
that the same shall not necessarily be the best rate offered by the
Administrative Agent to customers).

               "Pro Rata Share" means, with respect to any Bank, a fraction
(expressed as a percentage), the numerator of which shall be the amount of such
Bank's Commitment and the denominator of which shall be the aggregate amount of
all of the Banks' Commitments, as adjusted from time to time in accordance with
the provisions of this Agreement.

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

               "Qualified Institution" means a Bank, or one or more banks,
finance companies, insurance or other financial institutions which (A) has (or,
in the case of a bank which is a subsidiary, such bank's parent has) a rating of
its senior debt obligations of not less than Baa-1 by Moody's or a comparable
rating by a rating agency acceptable to Syndication Agent and (B) has total
assets in excess of Ten Billion Dollars ($10,000,000,000).

               "Qualifying Unencumbered Property" means any retail or industrial
Property (excluding Unimproved Assets and interests in participating mortgages
in which such Person's interest therein is characterized as equity according to
GAAP) from time to time which (i) is an


                                       22
<PAGE>   28

operating Real Property Asset which is owned 100% in fee (or leasehold) by
Borrower, a Financing Partnership or a Joint Venture Subsidiary, (ii) is not
subject (nor are any equity interests in such Property that are owned directly
or indirectly by Borrower, General Partner or any Joint Venture Parent subject)
to a Lien which secures Indebtedness of any Person other than Permitted Liens,
(iii) is not subject (nor are any equity interests in such Property that are
owned directly or indirectly by Borrower, General Partner or any Joint Venture
Parent subject) to any Negative Pledge (provided that a financial covenant given
for the benefit of any Person that may be violated by the granting of any Lien
on any Property to secure any or all of the Obligations shall not be deemed a
Negative Pledge); provided, however, if, at the end of any Fiscal Quarter, (x)
less than 85% of the rentable square feet of all Qualifying Unencumbered
Properties are then occupied by tenants, and (y) during the prior four (4)
Fiscal Quarters, less than an average of 85% of the rentable square feet of all
Qualifying Unencumbered Properties were occupied by tenants, then Borrower shall
select a sufficient number of Qualifying Unencumbered Properties to be
disregarded in determining Unencumbered Asset Value such that as to the
remaining Qualifying Unencumbered Properties either (x) no less than 85% of the
rentable square feet of such remaining Qualifying Unencumbered Properties are
then occupied by tenants, or (y) during the prior four Fiscal Quarters, no less
than an average of 85% of the rentable square feet of such remaining Qualifying
Unencumbered Properties were occupied by tenants.

               "Rating Agencies" means, collectively, S&P, Moody's, Duff and
Fitch.

               "Real Property Assets" means as to any Person as of any time, the
real property assets (including, without limitation, interests in participating
mortgages in which such Person's interest therein is characterized as equity
according to GAAP) owned directly or indirectly by such Person at such time.

               "Recourse Debt" shall mean Indebtedness that is not Non-Recourse
Indebtedness.

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

               "Required Banks" means at any time Banks having at least 66 2/3%
of the aggregate amount of the Commitments or, if the Commitments shall have
been terminated, holding Notes evidencing at least 66 2/3% of the aggregate
unpaid principal amount of the Loans (provided, that in the case of Swingline
Loans, the amount of each Bank's funded participation interest in such Swingline
Loans shall be considered for purposes hereof as if it were a direct loan and
not a participation interest, and the aggregate amount of Swingline Loans owing
to the Swingline Lender shall be considered for purposes hereof as reduced by
the amount of such funded participation interests).

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


                                       23
<PAGE>   29

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

               "Secured Debt" means Indebtedness, the payment of which is
secured by a Lien (other than a Permitted Lien, except for those Permitted Liens
described in clauses (d) and (g) of the definition thereof) on any Property
owned or leased by General Partner, Borrower, or any Consolidated Subsidiary
plus Borrower's Share of Indebtedness, the payment of which is secured by a Lien
(other than a Permitted Lien, except for those Permitted Liens described in
clauses (d) and (g) of the definition thereof) on any Property owned or leased
by any Investment Affiliate.

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

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

               "Subsidiary" means any corporation or other entity of which
securities or other ownership interests having ordinary voting power to elect a
majority of the board of directors or other persons performing similar functions
are at the time directly or indirectly owned by the Borrower or General Partner.

               "Subsidiary Operating Partnership" shall mean a limited liability
company or limited partnership in which the only interest therein not owned
(directly or indirectly) by Borrower and/or General Partner shall be preference
interests or preference units, respectively.

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

               "Swingline Borrowing" has the meaning set forth in Section 1.3.

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

               "Swingline Lender" means Morgan Guaranty Trust Company of New
York, in its capacity as Swingline Lender hereunder, and its permitted
successors in such capacity in accordance with the terms of this Agreement.


                                       24
<PAGE>   30

               "Swingline Loan" means a loan made by the Swingline Lender
pursuant to Section 2.3.

               "Taxable REIT Subsidiary" means any corporation (other than a
REIT) in which General Partner directly or indirectly owns stock and General
Partner and such corporation jointly elect that such corporation shall be
treated as a taxable REIT subsidiary of General Partner under and pursuant to
Section 856 of the Code.

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

               "Term" has the meaning set forth in Section 2.10.

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

               "Total Asset Value" means, with respect to Borrower and without
duplication, (i) the quotient obtained by dividing (a) (x) (1) Adjusted EBITDA
for the previous four (4) Fiscal Quarters most recently ended, minus (2) for any
Property which was acquired by Borrower, a Consolidated Subsidiary or an
Investment Affiliate in any of the previous four (4) Fiscal Quarters, the
Adjusted EBITDA attributable to such Property to the extent the same was
included in the Adjusted EBITDA of Borrower in clause (1) of this definition by
(b) the FMV Cap Rate, plus (ii) for any Property which was acquired by Borrower
or a Consolidated Subsidiary in any of the previous four (4) Fiscal Quarters,
the sum of (x) the Net Price of the Property paid by Borrower or the
Consolidated Subsidiary for such Property and (y) the cost of capital
expenditures actually incurred in connection with such Property, plus (iii) for
any Property which was acquired by an Investment Affiliate in any of the
previous four (4) Fiscal Quarters, the sum of (x) Borrower's Share of the Net
Price of the Property paid by such Investment Affiliate for such Property, and
(y) Borrower's share of the cost of capital expenditures actually incurred in
connection with such Property plus (iv) the value of any Cash or Cash Equivalent
owned by Borrower, plus (v) the value of any Unimproved Assets and any other
tangible assets of Borrower or its Consolidated Subsidiaries (including foreign
currency exchange agreements, to the extent


                                       25
<PAGE>   31

such agreements are material and are reported or are required under GAAP to be
reported by the Borrower or its Consolidated Subsidiaries in their financial
statements), as measured on a GAAP basis, plus (vi) Borrower's Share of the
value of any Unimproved Assets and any other tangible assets of any Investment
Affiliate as measured on a GAAP basis.

               "Total Liabilities" means, as of the date of determination and
without duplication, all Balance Sheet Indebtedness of Borrower, on a
consolidated basis, plus Borrower's Share of all Balance Sheet Indebtedness of
Investment Affiliates.

               "Treasury Rate" means, as of any date, a rate equal to the annual
yield to maturity on the U.S. Treasury Constant Maturity Series with a ten year
maturity, as such yield is reported in Federal Reserve Statistical Release H.15
-- Selected Interest Rates, most recently published prior to the date the
applicable Treasury Rate is being determined. Such yield shall be deter mined by
straight line linear interpolation between the yields reported in Release H.15,
if necessary. In the event Release H.15 is no longer published, the
Administrative Agent shall select, in its reasonable discretion, an alternate
basis for the determination of Treasury yield for U.S. Treasury Constant
Maturity Series with ten year maturities.

               "Unencumbered Asset Value" means (i) for any Qualifying
Unencumbered Properties which were neither acquired or disposed of by Borrower,
a Financing Partnership, a Preferred Stock Subsidiary or a Joint Venture
Subsidiary in the previous four (4) Fiscal Quarters, the quotient of (a) (x) the
Unencumbered Net Operating Income for such Fiscal Quarters, and less (z) in the
case of any Qualifying Unencumbered Property located outside of the United
States, an amount equal to the applicable withholding taxes imposed by any
foreign jurisdiction applicable to the Unencumbered Net Operating Income
attributable to any such Qualifying Unencumbered Property for the applicable
period, divided by (b) the FMV Cap Rate, plus (ii) for all Qualifying
Unencumbered Properties owned (directly or beneficially) by Borrower, any
Financing Partnership, Preferred Stock Subsidiary or any Joint Venture
Subsidiary which were acquired (directly or indirectly) by the Borrower, any
Financing Partnership or any Joint Venture Subsidiary during any of the previous
four (4) Fiscal Quarters most recently ended, the aggregate Net Price of such
Qualifying Unencumbered Properties paid by Borrower or its Affiliates for such
Qualifying Unencumbered Properties plus all capital expenditures actually
incurred in connection with such Property; provided, however, that, unless
otherwise approved by the Majority Banks, (aa) in the event any such Qualifying
Unencumbered Property is owned by a Joint Venture Subsidiary which is not a
Consolidated Subsidiary, the amount of the Unencumbered Net Operating Income
attributable to such Qualifying Unencumbered Property for purposes of clause (i)
above and the Net Price of, and capital expenditures actually incurred in
connection with, such Qualifying Unencumbered Property for the purposes of
clause (ii) above shall be reduced to a percentage equal to the Borrower's
percentage ownership interest (whether direct or indirect) in such Joint Venture
Subsidiary, (bb) the portion of the aggregate amount of the Unencumbered Asset
Value attributable to Qualifying Unencumbered Properties that are Qualifying
Unencumbered Properties owned by Joint Venture Subsidiaries (other than
Qualifying Unencumbered Properties owned by a Subsidiary Operating Partnership)
(after first taking into account the adjustment provided in clause (aa) of this
proviso) which would cause


                                       26
<PAGE>   32

such aggregate amount to exceed ten percent (10%) of the total Unencumbered
Asset Value at such time will be disregarded in determining Unencumbered Asset
Value, (cc) the portion of the amount of the Unencumbered Asset Value
attributable to all Qualifying Unencumbered Property located outside of the
United States (after first taking into account the adjustment provided in clause
(aa) and (bb) of this proviso (assuming for the purpose of this clause (cc) that
any Unencumbered Asset Value disregarded as a result of clause (bb) was, to the
greatest extent possible, Unencumbered Asset Value attributable to Qualifying
Unencumbered Property owned by a Joint Venture Subsidiary (other than a
Subsidiary Operating Partnership) and located outside the United States)) which
would cause such amount to exceed ten percent (10%) of the total Unencumbered
Asset Value at such time (after making all adjustments required by this proviso)
will be disregarded in determining Unencumbered Asset Value, and (dd) the
portion of the aggregate amount of the Unencumbered Asset Value attributable to
such Qualifying Unencumbered Property described in clauses (bb) and (cc) which
would cause such aggregate amounts to exceed fifteen percent (15%) of the total
Unencumbered Asset Value at such time will be disregarded in determining
Unencumbered Asset Value (after first taking into account the adjustment
provided in clause (aa) of this proviso and provided that the Unencumbered Asset
Value of any Qualifying Unencumbered Property that is both owned by a Joint
Venture Subsidiary (other than a Subsidiary Operating Partnership) and located
outside the United States will be counted only once in such aggregate amount).

               "Unencumbered Net Operating Cash Flow" means, as of any date of
determination, the Unencumbered Net Operating Income for the previous four (4)
Fiscal Quarters (provided that as to any Qualifying Unencumbered Property
acquired during such period and owned for not less than one (1) Fiscal Quarter,
Unencumbered Net Operating Income attributable to such period occurring after
such acquisition shall be annualized).

               "Unencumbered Net Operating Income" means, for any period, for
all Qualifying Unencumbered Properties, the aggregate revenues from each such
Qualifying Unencumbered Property for such period (including, without limitation,
lease termination fees appropriately amortized, but excluding deferred rents
receivable), less the cost of maintaining such Qualifying Unencumbered
Properties (including, without limitation, taxes, insurance, repairs and
maintenance, but excluding depreciation, amortization, interest costs and
capital expenditures) (provided that as to any Qualifying Unencumbered Property
acquired during such period, only revenues and property level expenses
attributable to such period occurring after such acquisition shall be included),
as adjusted for (i) capital expenditure reserves at the rate of Ten Cents
($0.10, or in the case of any Qualifying Unencumbered Property owned by a Joint
Venture Subsidiary that is not a Consolidated Subsidiary, Borrower's share of
Ten Cents ($0.10)) per square foot per annum of space leased as of the
applicable date of determination (provided that, as to any Qualifying
Unencumbered Property acquired during such period, such amount per square foot
shall be pro-rated for the period of ownership) and (ii) to exclude the effects
of straight-lining of rents.

               "Unimproved Assets" means Real Property Assets containing no
material improvements.


                                       27
<PAGE>   33

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

               "Unsecured Debt" means the amount of Indebtedness for borrowed
money of General Partner, Borrower, any Financing Partnership, any Preferred
Stock Subsidiary or Joint Venture Subsidiary and which is not Secured Debt,
including, without limitation, the amount of all then outstanding Loans,
provided, however, for the purpose of calculating the ratio of outstanding
Unsecured Debt to Unencumbered Asset Value, in the case of any Preferred Stock
Subsidiary or Joint Venture Subsidiary which is not a Consolidated Subsidiary
only an amount equal to the Borrower's Share in each such entity times any
Indebtedness for borrowed money of such entity shall be included in Unsecured
Debt.

               "Unsecured Interest Expense" means, as of any date of
determination, for the previous four (4) Fiscal Quarters, the Interest Expense
paid, accrued or capitalized on Unsecured Debt.

               "Unused Commitments" shall mean an amount equal to all unadvanced
funds (other than unadvanced funds in connection with any construction loan)
which any third party is obligated to advance to Borrower or another Person or
otherwise pursuant to any loan document, written instrument or otherwise.

               SECTION 1.2. Accounting Terms and Determinations. Unless
otherwise specified herein, all accounting terms used herein shall be
interpreted, all accounting determinations hereunder shall be made, and all
financial statements required to be delivered hereunder shall be prepared in
accordance with GAAP applied on a basis consistent (except for changes concurred
in by the Borrower's independent public accountants) with the most recent
audited consolidated financial statements of the Borrower and its Consolidated
Subsidiaries delivered to the Administrative Agent; provided that for purposes
of references to the financial results and information of "General Partner, on a
consolidated basis," General Partner shall be deemed to own one hundred percent
(100%) of the partnership interests in Borrower; and provided further that, if
the Borrower notifies the Administrative Agent that the Borrower wishes to amend
any covenant in Article V to eliminate the effect of any change in GAAP on the
operation of such covenant (or if the Administrative Agent notifies the Borrower
that the Required Banks wish to amend Article V for such purpose), then the
Borrower's compliance with such covenant shall be determined on the basis of
GAAP in effect immediately before the relevant change in GAAP became effective,
until either such notice is withdrawn or such covenant is amended in a manner
reasonably satisfactory to the Borrower and the Required Banks.

               SECTION 1.3. Types of Borrowings. The term "Borrowing" denotes
the aggregation of Loans of one or more Banks to be made to the Borrower
pursuant to Article 2 on the same date, all of which Loans are of the same type
(subject to Article 8) and, except in the case of Base Rate Loans and Swingline
Loans, have the same initial Interest Period. Borrowings are classified for
purposes of this Agreement either by reference to the pricing of Loans


                                       28
<PAGE>   34

comprising such Borrowing (e.g., a "Fixed Rate Borrowing" is a Euro-Dollar
Borrowing or a Money Market Borrowing (excluding any such Borrowing consisting
of Money Market IBOR Loans bearing interest at the Base Rate pursuant to Article
VIII), and a "Euro-Dollar Borrowing" is a Borrowing comprised of Euro-Dollar
Loans) or by reference to the provisions of Article 2 under which participation
therein is determined (i.e., a "Committed Borrowing" is a Borrowing under
Section 2.1 in which all Banks participate in proportion to their Commitments,
while a "Money Market Borrowing" is a Borrowing under Section 2.4 in which a
Bank's share is determined on the basis of its bid in accordance therewith, and
a "Swingline Borrowing" is a Borrowing under Section 2.3 in which only the
Swingline Lender participates (subject to the provisions of said Section 2.3)).

                                   ARTICLE II

                                   THE CREDITS

               SECTION 2.1. Commitments to Lend. Each Bank severally agrees, on
the terms and conditions set forth in this Agreement, to make Loans to the
Borrower and participate in Letters of Credit issued by the Fronting Bank on
behalf of the Borrower pursuant to this Article from time to time during the
term hereof in amounts such that the aggregate principal amount of Committed
Loans by such Bank at any one time outstanding plus such Bank's Pro Rata Share
of Swingline Loans outstanding together with such Bank's pro rata share of the
Letter of Credit Usage at such time shall not exceed the amount of its
Commitment. Each Borrowing outstanding under this Section 2.1 shall be in an
aggregate principal amount of $5,000,000, or an integral multiple of $1,000,000
in excess thereof (except that any such Borrowing may be in the aggregate amount
available in accordance with Section 3.2(b), or in any amount required to
reimburse the Fronting Bank for any drawing under any Letter of Credit or to
repay the Swingline Lender the amount of any Swingline Loan) and, other than
with respect to Money Market Loans and Swingline Loans, shall be made from the
several Banks ratably in proportion to their respective Commitments. Subject to
the provisions of Section 9.20 hereof, in no event shall the aggregate Loans
outstanding at any time, plus outstanding Letter of Credit Usage, exceed
$500,000,000 (the "Facility Amount"). Subject to the limitations set forth
herein, any amounts repaid may be reborrowed.

               SECTION 2.2. Notice of Borrowing. (a) With respect to any
Committed Borrowing, the Borrower shall give Administrative Agent notice not
later than 1:00 P.M. (New York City time) (x) the Business Day prior to each
Base Rate Borrowing, or (y) the third (3rd) Business Day before each Euro-Dollar
Borrowing, specifying:

               (i) the date of such Borrowing, which shall be a Business Day in
        the case of a Base Rate Borrowing or a Business Day in the case of a
        Euro-Dollar Borrowing,

               (ii) the aggregate amount of such Borrowing,


                                       29
<PAGE>   35

               (iii) whether the Loans comprising such Borrowing are to be Base
        Rate Loans or Euro-Dollar Loans,

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

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

               (b) Borrower shall give the Administrative Agent, and the
Fronting Bank, written notice in the event that it desires to have Letters of
Credit (each, a "Letter of Credit") issued, or to have Letters of Credit issued
on behalf of a Subsidiary, hereunder no later than 1:00 P.M., New York City
time, at least four (4) Business Days prior to, but excluding, the date of such
issuance. Each such notice shall specify (i) the aggregate amount of the
requested Letters of Credit, (ii) the individual amount of each requested Letter
of Credit and the number of Letters of Credit to be issued, (iii) the date of
such issuance (which shall be a Business Day), (iv) the name and address of the
beneficiary, (v) the expiration date of the Letter of Credit (which in no event
shall be later than the Maturity Date or twelve (12) months after the issuance
of such Letter of Credit, whichever is earlier), (vi) the purpose and
circumstances for which such Letter of Credit is being issued, (vii) the terms
upon which each such Letter of Credit may be drawn down (which terms shall not
leave any discretion to Fronting Bank) and (viii) certify that no Default or
Event of Default has occurred or is continuing. Each such notice may be revoked
telephonically by the Borrower to the Fronting Bank and the Administrative Agent
any time prior to the issuance of the Letter of Credit by the Fronting Bank,
provided such revocation is confirmed in writing by the Borrower to the Fronting
Bank and the Administrative Agent within one (1) Business Day by facsimile.
Notwithstanding anything contained herein to the contrary, the Borrower shall
complete and deliver to the Fronting Bank any required documentation in
connection with any requested Letter of Credit no later than the second (2nd)
Business Day prior to the date of issuance thereof. No later than 1:00 P.M., New
York City time, on the date that is four (4) Business Days prior to, but
excluding, the date of issuance, the Borrower shall specify a precise
description of the documents and the verbatim text of any certificate to be
presented by the beneficiary of such Letter of Credit, which if presented by
such beneficiary prior to the expiration date of the Letter of Credit would
require the Fronting Bank to make a payment under the Letter of Credit;
provided, that Fronting Bank may, in its reasonable judgment, require changes in
any such documents and certificates only in conformity with changes in customary
and commercially reasonable practice or law and, provided further, that no
Letter of Credit shall require payment against a conforming draft to be made
thereunder on the third Business Day following the date that such draft is
presented if such presentation is made later than 1:00 P.M. New York City time
(except that if the beneficiary of any Letter of Credit requests at the time of
the issuance of its Letter of Credit that payment be made on the same Business
Day against a conforming draft, such beneficiary shall be entitled to such a
same day draw, provided such draft is presented to the Fronting Bank no later
than 1:00 P.M. New York City time and provided further the Borrower shall have
requested to the Fronting Bank and the Administrative Agent that such
beneficiary shall be entitled to a same day draw). In determining whether to pay
on such Letter of Credit, the


                                       30


<PAGE>   36

Fronting Bank shall be responsible only to determine that the documents and
certificates required to be delivered under the Letter of Credit have been
delivered and that they comply on their face with the requirements of that
Letter of Credit.

               SECTION 2.3. Swingline Loan Subfacility.

               (a) Swingline Commitment. Subject to the terms and conditions of
this Section 2.3, the Swingline Lender, in its individual capacity, agrees to
make certain revolving credit loans to the Borrower (each a "Swingline Loan"
and, collectively, the "Swingline Loans") from time to time during the term
hereof; provided, however, that the aggregate amount of Swingline Loans
outstanding at any time shall not exceed the lesser of (i) FIFTY MILLION DOLLARS
($50,000,000), and (ii) the aggregate Commitments less the sum of (A) all Loans
then outstanding, and (B) the Letter of Credit Usage (the "Swingline
Commitment"). Subject to the limitations set forth herein, any amounts repaid in
respect of Swingline Loans may be reborrowed.

               (b) Swingline Borrowings.

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

                      (ii) Minimum Amounts. Each Swingline Borrowing shall be in
a minimum principal amount of $5,000,000, or an integral multiple of $1,000,000
in excess thereof.

                      (iii) Repayment of Swingline Loans. Each Swingline Loan
shall be due and payable on the earliest of (A) 4 Business Days from and
including the date of the applicable Swingline Borrowing, (B) the date of the
next Committed Borrowing or (C) the Maturity Date. If, and to the extent, any
Swingline Loans shall be outstanding on the date of any Committed Borrowing,
such Swingline Loans shall first be repaid from the proceeds of such Committed
Borrowing prior to the disbursement of the same to the Borrower. If, and to the
extent, a Committed Borrowing is not requested prior to the Maturity Date or the
end of the 4 Business Day period after a Swingline Borrowing, or unless the
Borrower shall have notified the Administrative Agent and the Swingline Lender
prior to 1:00 P.M. (New York City time) on the third (3rd) Business Day after
the Swingline Borrowing that the Borrower intends to reimburse the Swingline
Bank for the amount of such Swingline Borrowing with funds other than proceeds
of the Loans, the Borrower shall be deemed to have requested a Committed
Borrowing


                                       31
<PAGE>   37

comprised entirely of Base Rate Loans in the amount of the applicable Swingline
Loan then outstanding, the proceeds of which shall be used to repay such
Swingline Loan to the Swingline Lender. In addition, if (x) the Borrower does
not repay the Swingline Loan on or prior to the end of such 4 Business Day
period, or (y) a Default or Event of Default shall have occurred during such 4
Business Day period, the Swingline Lender may, at any time, in its sole
discretion, by written notice to the Borrower and the Administrative Agent,
demand repayment of its Swingline Loans by way of a Committed Borrowing, in
which case the Borrower shall be deemed to have requested a Committed Borrowing
comprised entirely of Base Rate Loans in the amount of such Swingline Loans then
outstanding, the proceeds of which shall be used to repay such Swingline Loans
to the Swingline Lender. Any Committed Borrowing which is deemed requested by
the Borrower in accordance with this Section 2.3(b)(iii) is hereinafter referred
to as a "Mandatory Borrowing". Each Bank hereby irrevocably agrees to make
Committed Loans promptly upon receipt of notice from the Swingline Lender of any
such deemed request for a Mandatory Borrowing in the amount and in the manner
specified in the preceding sentences and on the date such notice is received by
such Bank (or the next Business Day if such notice is received after 12:00 P.M.
(New York City time)) notwithstanding (I) the amount of the Mandatory Borrowing
may not comply with the minimum amount of Committed Borrowings otherwise
required hereunder, (II) whether any conditions specified in Section 3.2 are
then satisfied, (III) whether a Default or an Event of Default then exists, (IV)
failure of any such deemed request for a Committed Borrowing to be made by the
time otherwise required in Section 2.1, (V) the date of such Mandatory Borrowing
(provided that such date must be a Business Day), or (VI) any termination of the
Commitments immediately prior to such Mandatory Borrowing or contemporaneously
therewith; provided, however, that no Bank shall be obligated to make Committed
Loans in respect of a Mandatory Borrowing if a Default or an Event of Default
then exists and the applicable Swingline Loan was made by the Swingline Lender
without receipt of a written Notice of Borrowing in the form specified in
subclause (i) above or after Administrative Agent has delivered a notice of
Default or Event of Default which has not been rescinded.

                      (iv) Purchase of Participations. In the event that any
Mandatory Borrowing cannot for any reason be made on the date otherwise required
above (including, without limitation , as a result of the commencement of a
proceeding under the Bankruptcy Code with respect to the Borrower), then each
Bank hereby agrees that it shall forthwith purchase (as of the date the
Mandatory Borrowing would otherwise have occurred, but adjusted for any
payment received from the Borrower on or after such date and prior to such
purchase) from the Swingline Lender such participations in the outstanding
Swingline Loans as shall be necessary to cause each such Bank to share in such
Swingline Loans ratably based upon its Pro Rata Share (determined before giving
effect to any termination of the Commitments pursuant to Section 6.2), provided
that (A) all interest payable on the Swingline Loans with respect to any
participation shall be for the account of the Swingline Lender until but
excluding the day upon which the Mandatory Borrowing would otherwise have
occurred, and (B) in the event of a delay between the day upon which the
Mandatory Borrowing would otherwise have occurred and the time any purchase of a
participation pursuant to this sentence is actually made, the purchasing Bank
shall be required to pay to the Swingline Lender interest on the principal
amount of such participation for each day from and including the day upon which
the Mandatory Borrowing would otherwise


                                       32
<PAGE>   38

have occurred to but excluding the date of payment for such participation, at
the rate equal to the Federal Funds Rate, for the two (2) Business Days after
the date the Mandatory Borrowing would otherwise have occurred, and thereafter
at a rate equal to the Base Rate. Notwithstanding the foregoing, no Bank shall
be obligated to purchase a participation in any Swingline Loan if a Default or
an Event of Default then exists and such Swingline Loan was made by the
Swingline Lender without receipt of a written Notice of Borrowing in the form
specified in subclause (i) above or after Administrative Agent has delivered a
notice of Default or Event of Default which has not been rescinded.

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

               SECTION 2.4. Money Market Borrowings.

               (a) The Money Market Option. From time to time during the Term,
and provided that at such time the Borrower maintains a Credit Rating of at
least BBB- or Baa3 (or their equivalent) from S&P and Moody's, the Borrower may,
as set forth in this Section 2.4, request the Banks during the Term to make
offers to make Money Market Loans to the Borrower, not to exceed, at such time,
the lesser of (i) $200,000,000 (adjusted pro rata for changes in the aggregate
Commitments), and (ii) the aggregate Commitments less all Loans and Letter of
Credit Usage then outstanding (excluding any Loans or any portion thereof to be
repaid from the proceeds of such Money Market Loans). Subject to the provisions
of this Agreement, the Borrower may repay any outstanding Money Market Loan on
any day which is a Business Day and any amounts so repaid may be reborrowed, up
to the amount available under this Section 2.4 at the time of such Borrowing,
until the Business Day next preceding the Maturity Date. The Banks may, but
shall have no obligation to, make such offers and the Borrower may, but shall
have no obligation to, accept any such offers in the manner set forth in this
Section 2.4.

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

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


                                       33
<PAGE>   39

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

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

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

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

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

The Borrower may request offers to make Money Market Loans for more than one
Interest Period in a single Money Market Quote Request. In no event may Borrower
give a Money Market Quote Request in excess of two (2) times in any one month
period or within ten (10) days of the giving of any other Money Market Quote
Request.

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

               (d) Submission and Contents of Money Market Quotes.

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


                                       34
<PAGE>   40

Articles 3 and 6, any Money Market Quote so made shall be irrevocable except
with the written consent of the Administrative Agent given on the instructions
of the Borrower.

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

               (i) the proposed date of Borrowing,

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

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

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

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

               (vi) the identity of the quoting Bank.

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

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

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

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

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

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


                                       35
<PAGE>   41

               (e) Notice to Borrower. The Administrative Agent shall promptly
(and in any event within one (1) Business Day after receipt thereof) notify the
Borrower in writing of the terms (x) of any Money Market Quote submitted by a
Bank that is in accordance with subsection (d) and (y) of any Money Market Quote
that amends, modifies or is otherwise inconsistent with a previous Money Market
Quote submitted by such Bank with respect to the same Money Market Quote
Request. Any such subsequent Money Market Quote shall be disregarded by the
Administrative Agent unless such subsequent Money Market Quote is submitted
solely to correct a manifest error in such former Money Market Quote or modifies
the terms of such previous Money Market Quote to provide terms more favorable to
Borrower. The Administrative Agent's notice to the Borrower shall specify (A)
the aggregate principal amount of Money Market Loans for which offers have been
received for each Interest Period specified in the related Money Market Quote
Request, (B) the respective principal amounts and Money Market Margins or Money
Market Absolute Rates, as the case may be, so offered and (C) if applicable,
limitations on the aggregate principal amount of Money Market Loans for which
offers in any single Money Market Quote may be accepted.

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

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

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

               3. acceptance of offers may only be made on the basis of
        ascending Money Market Margins or Money Market Absolute Rates, as the
        case may be; and

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

               (g) Allocation by Agent. If offers are made by two or more Banks
with the same Money Market Margins or Money Market Absolute Rates, as the case
may be, for a greater aggregate principal amount than the amount in respect of
which such offers are accepted for the related Interest Period, the principal
amount of Money Market Loans in respect of which such


                                       36
<PAGE>   42

offers are accepted shall be allocated by the Administrative Agent among such
Banks as nearly as possible (in multiples of $100,000, as the Administrative
Agent may deem appropriate) in proportion to the aggregate principal amounts of
such offers. The Administrative Agent shall promptly (and in any event within
one (1) Business Day after such offers are accepted) notify the Borrower and
each such Bank in writing of any such allocation of Money Market Loans.
Determinations by the Administrative Agent of the allocation of Money Market
Loans shall be conclusive in the absence of manifest error.

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

               SECTION 2.5. Notice to Banks; Funding of Loans.

               (a) Upon receipt of a Notice of Borrowing from Borrower in
accordance with Section 2.2 hereof, the Administrative Agent shall, on the date
such Notice of Borrowing is received by the Administrative Agent, notify each
Bank of the contents thereof and of such Bank's share of such Borrowing, of the
interest rate determined pursuant thereto and the Interest Period(s) (if
different from those requested by the Borrower) and such Notice of Borrowing
shall not thereafter be revocable by the Borrower, unless Borrower shall pay any
applicable expenses pursuant to Section 2.13.

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


                                       37
<PAGE>   43

of Credit available to the Borrower and the Fronting Bank shall make such Letter
of Credit available to the Borrower at the Borrower's aforesaid address or at
such address in the United States as Borrower shall request on the date of the
Borrowing.

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

               (d) Unless the Administrative Agent shall have received notice
from a Bank prior to the date of any Borrowing that such Bank will not make
available to the Administrative Agent such Bank's share of such Borrowing, the
Administrative Agent may assume that such Bank has made such share available to
the Administrative Agent on the date of such Borrowing in accordance with this
Section 2.5 and the Administrative Agent may, in reliance upon such assumption,
but shall not be obligated to, make available to the Borrower on such date a
corresponding amount on behalf of such Bank. If and to the extent that such Bank
shall not have so made such share available to the Administrative Agent, such
Bank agrees to repay to the Administrative Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date
such amount is made available to the Borrower until the date such amount is
repaid to the Administrative Agent, at the rate of interest applicable to such
Borrowing hereunder. If such Bank shall repay to the Administrative Agent such
corresponding amount, such amount so repaid shall constitute such Bank's Loan
included in such Borrowing for purposes of this Agreement. If such Bank shall
not pay to Administrative Agent such corresponding amount after reasonable
attempts are made by Administrative Agent to collect such amounts from such
Bank, Borrower agrees to repay to Administrative Agent forthwith on demand such
corresponding amounts together with interest thereto, for each day from the date
such amount is made available to Borrower until the date such amount is repaid
to Administrative Agent, at the interest rate applicable thereto one (1)
Business Day after demand. Nothing contained in this Section 2.5(d) shall be
deemed to reduce the Commitment of any Bank or in any way affect the rights of
Borrower with respect to any defaulting Bank or Administrative Agent. The
failure of any Bank to make available to the Administrative Agent such Bank's
share of any Borrowing in accordance with Section 2.5(b) hereof shall not
relieve any other Bank of its obligations to fund its Commitment, in accordance
with the provisions hereof.

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

               SECTION 2.6. Notes.

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



                                       38
<PAGE>   44

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

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

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

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

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

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



                                       39
<PAGE>   45

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

                      (ii) if such Loans are Euro-Dollar Loans, the Borrower may
elect to convert all or any portion of such Loans to Base Rate Loans and/or
elect to continue all or any portion of such Loans as Euro-Dollar Loans for an
additional Interest Period or additional Interest Periods, in each case
effective on the last day of the then current Interest Period applicable to such
Loans, or on such other date designated by Borrower in the Notice of Interest
Rate Election provided Borrower shall pay any losses pursuant to Section 2.13.

Each such election shall be made by delivering a notice (a "Notice of Interest
Rate Election") to the Administrative Agent at least three (3) Business Days
prior to, but excluding, the effective date of the conversion or continuation
selected in such notice. A Notice of Interest Rate Election may, if it so
specifies, apply to only a portion of the aggregate principal amount of the
relevant Group of Loans; provided that (i) such portion is allocated ratably
among the Loans comprising such Group, (ii) the portion to which such Notice
applies, and the remaining portion to which it does not apply, are each
$5,000,000 or any larger multiple of $1,000,000, (iii) there shall be no more
than ten (10) Euro-Dollar Groups of Loans outstanding at any time, (iv) no
Committed Loan may be continued as, or converted into, a Euro-Dollar Loan when
any Event of Default has occurred and is continuing, and (v) no Interest Period
shall extend beyond the Maturity Date.

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

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

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

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

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

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

               (c) Upon receipt of a Notice of Interest Rate Election from the
Borrower pursuant to subsection (a) above, the Administrative Agent shall notify
each Bank the same day as it receives such Notice of Interest Rate Election of
the contents thereof, the interest rates determined pursuant thereto and the
Interest Periods (if different from those requested by the Borrower) and such
notice shall not thereafter be revocable by the Borrower. If the Borrower



                                       40
<PAGE>   46

fails to deliver a timely Notice of Interest Rate Election to the Administrative
Agent for any Group of Euro-Dollar Loans, such Loans shall be converted into
Base Rate Loans on the last day of the then current Interest Period applicable
thereto.

               SECTION 2.8. Interest Rates.

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

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

               (c) Subject to Section 8.1, each Money Market IBOR Loan shall
bear interest on the outstanding principal amount thereof, for the Interest
Period applicable thereto, at a rate per annum equal to the sum of the Interbank
Offered Rate for such Interest Period (determined in accordance with Section
2.8(b) as if the related Money Market IBOR Borrowing were a Euro-Dollar
Borrowing) plus (or minus) the Money Market Margin quoted by the Bank making
such Loan in accordance with Section 2.4. Each Money Market Absolute Rate Loan
shall bear interest on the outstanding principal amount thereof, for the
Interest Period applicable thereto, at a rate per annum equal to the Money
Market Absolute Rate quoted by the Bank making such Loan in accordance with
Section 2.4. Any overdue principal of or interest on any Money Market Loan shall
bear interest, payable on demand, for each day until paid at a rate per annum
equal to the Base Rate until such failure shall become an Event of Default and
thereafter at a rate per annum equal to the sum of 4% plus the Base Rate for
such day.

               (d) In the event that, and for so long as, any Event of Default
shall have occurred and be continuing, the outstanding principal amount of the
Loans, and, to the extent permitted by applicable law, overdue interest in
respect of all Loans, shall bear interest at the annual rate equal to the sum of
the Base Rate and four percent (4%) (the "Default Rate").

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

               (f) Intentionally Omitted.

               (g) Interest on all Loans shall be payable on the first Business
Day of each calendar month.


                                       41
<PAGE>   47

               SECTION 2.9. Fees.

               (a) Facility Fee. For the period beginning on the date hereof and
ending on the date the Obligations are paid in full and this Agreement is
terminated (the "Facility Fee Period"), the Borrower shall pay to the
Administrative Agent for the account of the Banks ratably in proportion to their
respective Commitments a facility fee on the aggregate Commitments at the
Applicable Fee Percentage. The facility fee shall be payable in arrears on each
January 1, April 1, July 1 and October 1 during the Facility Fee Period.

               (b) Letter of Credit Fee. During the Term, the Borrower shall pay
to the Administrative Agent, for the account of the Banks in proportion to their
interests in respect of issued and undrawn Letters of Credit, a fee (a "Letter
of Credit Fee") in an amount, provided that no Event of Default shall have
occurred and be continuing, equal to a rate per annum equal to the then
percentage per annum of the Applicable Margin with respect to Euro-Dollar Loans,
on the daily average of such issued and undrawn Letters of Credit, which fee
shall be payable, in arrears, on each January 1, April 1, July 1 and October 1
during the Term. From the occurrence, and during the continuance, of an Event of
Default, such fee shall be increased to be equal to four percent (4%) per annum
on the daily average of such issued and undrawn Letters of Credit.

               (c) Fronting Bank Fee. The Borrower shall pay any Fronting Bank,
for its own account, a fee (a "Fronting Bank Fee") at a rate per annum equal to
the greater of (i) .125% of the issued and undrawn amount of such Letter of
Credit and (ii) $250, which fee shall be in addition to and not in lieu of, the
Letter of Credit Fee. The Fronting Bank Fee shall be payable in arrears on each
January 1, April 1, July 1 and October 1 during the Term.

               (d) Extension Fee. If Borrower elects to extend the term of the
Loan in accordance with Section 2.10(b), the Borrower shall pay to the
Administrative Agent, for the account of the Banks in proportion to their
interests, a fee (a "Extension Fee") in an amount equal to 0.25% of the
aggregate Commitments. The Extension Fee shall be paid by Borrower on or before
the Extension Date.

               (e) Fees Non-Refundable. All fees set forth in this Section 2.9
shall be deemed to have been earned on the date payment is due in accordance
with the provisions hereof and shall be non-refundable. The obligation of the
Borrower to pay such fees in accordance with the provisions hereof shall be
binding upon the Borrower and shall inure to the benefit of the Administrative
Agent and the Banks regardless of whether any Loans are actually made.

               SECTION 2.10. Maturity Date.

               (a) The term (the "Term") of the Commitments (and each Bank's
obligations to make Loans and to participate in Letters of Credit hereunder)
shall terminate and expire, and the Borrower shall return or cause to be
returned all Letters of Credit to the Fronting Bank on the Maturity Date. Upon
the date of the termination of the Term, any Loans then outstanding



                                       42
<PAGE>   48

(together with accrued interest thereon and all other Obligations) shall be due
and payable on such date.

               (b) Notwithstanding the foregoing, the Borrower may extend the
Termination Date for a period of one (1) year upon the following terms and
conditions: (i) delivery by Borrower of a written notice to the Administrative
Agent (the "Extension Notice") on or before a date that is not more than twelve
and one half (12 1/2) months nor less than one (1) month prior to the Maturity
Date, which Extension Notice the Administrative Agent shall promptly deliver to
the Banks; (ii) no Event of Default shall have occurred and be continuing both
on the date the Borrower delivers the Extension Notice and on the original
Termination Date (the "Extension Date"), (ii) Borrower shall maintain an
Investment Grade Rating from both S&P and Moody's, and (iii) Borrower shall pay
the Extension Fee to Administrative Agent on or before the Extension Date.
Borrower's delivery of the Extension Notice shall be irrevocable.

               SECTION 2.11. Optional Prepayments.

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

               (b) The Borrower may, upon at least three (3) Business Days'
notice to the Administrative Agent, pay any Euro-Dollar Loan as of the last day
of the Interest Period applicable thereto. Except as provided in Article 8 and
except with respect to any Euro-Dollar Loan which has been converted to a Base
Rate Loan pursuant to Section 8.2, 8.3 or 8.4 hereof, the Borrower may not
prepay all or any portion of the principal amount of any Euro-Dollar Loan prior
to the end of the Interest Period applicable thereto unless the Borrower shall
also pay any applicable expenses pursuant to Section 2.13. Subject to the
provisions of clause (a) hereof, the Borrower may not prepay all or any portion
of the principal amount of any Money Market Loan prior to the end of the
Interest Period applicable thereto without the consent of all applicable
Designated Lenders and Banks. Any such prepayment shall be given on or prior to
the third (3rd)



                                       43
<PAGE>   49

Business Day prior to, but excluding, the date of prepayment to the
Administrative Agent. Each such optional prepayment shall be in the amounts set
forth in Section 2.11(a) above and shall be applied to prepay ratably the Loans
of the Banks included in any Group of Euro-Dollar Loans, except that any
Euro-Dollar Loan which has been converted to a Base Rate Loan pursuant to
Section 8.2, 8.3 or 8.4 hereof may be prepaid without ratable payment of the
other Loans in such Group of Loans which have not been so converted.

               (c) The Borrower may, upon at least one (1) Business Day's notice
to the Administrative Agent (by 1:00 P.M. New York City time on such Business
Day), reimburse the Administrative Agent for the benefit of the Fronting Bank
for the amount of any drawing under a Letter of Credit in whole or in part in
any amount.

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

               (e) The Borrower may at any time and from time to time cancel all
or any part of the Commitments by the delivery to the Administrative Agent of a
notice of cancellation within the applicable time periods set forth in Sections
2.11(a) and (b) if there are Loans then outstanding or, if there are no Loans
outstanding at such time as to which the Commitments with respect thereto are
being canceled, upon at least three (3) Business Day's notice to the
Administrative Agent, whereupon, in either event, all or such portion of the
Commitments, as applicable, shall terminate as to the Banks, pro rata on the
date set forth in such notice of cancellation, and, if there are any Loans then
outstanding, Borrower shall prepay, as applicable, all or such portion of Loans
outstanding on such date in accordance with the requirements of Section 2.11(a)
and (b). In no event shall the Borrower be permitted to cancel Commitments for
which a Letter of Credit has been issued and is outstanding unless the Borrower
returns (or causes to be returned) such Letter of Credit to the Fronting Bank.
Borrower shall be permitted to designate in its notice of cancellation which
Loans, if any, are to be prepaid. A reduction of the Commitments pursuant to
this Section 2.11(e) shall not effect a reduction in the Swingline Commitment
(unless so elected by the Borrower) until the aggregate Commitments have been
reduced to an amount equal to the Swingline Commitment.

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

               SECTION 2.12. General Provisions as to Payments.

               (a) The Borrower shall make each payment of the principal of and
interest on the Loans and fees hereunder, by initiating a wire transfer not
later than 1:00 P.M. (New York City time) on the date when due, or, with respect
to Money Market Loans, fund such payment of the principal of and interest on the
Loans and fees hereunder such that the Designating Lender



                                       44
<PAGE>   50

shall receive payment from Administrative Agent by 12:00 P.M. (New York City
time), of Federal or other funds immediately available in New York, New York to
the Administrative Agent at its address referred to in Section 9.1, and the
Borrower shall deliver a federal reference number evidencing such wire to
Administrative Agent as soon as possible thereafter on the date when due. The
Administrative Agent will promptly (and in any event within one (1) Business Day
after receipt thereof) distribute to each Bank its ratable share (or applicable
share with respect to Money Market Loans) of each such payment received by the
Administrative Agent for the account of the Banks. If and to the extent that the
Administrative Agent shall receive any such payment for the account of the Banks
on or before 11:00 A.M. (New York City time) on any Business Day, and
Administrative Agent shall not have distributed to any Bank its applicable share
of such payment on such Business Day, Administrative Agent shall distribute such
amount to such Bank together with interest thereon, for each day from the date
such amount should have been distributed to such Bank until the date
Administrative Agent distributes such amount to such Bank, at the Federal Funds
Rate. Whenever any payment of principal of, or interest on the Base Rate Loans
or Swingline Loans or of fees shall be due on a day which is not a Business Day,
the date for payment thereof shall be extended to the next succeeding Business
Day. Whenever any payment of principal of, or interest on, the Euro-Dollar Loans
shall be due on a day which is not a Business Day, the date for payment thereof
shall be extended to the next succeeding Business Day unless such Business Day
falls in another calendar month, in which case the date for payment thereof
shall be the next preceding Business Day. Whenever any payment of principal of,
or interest on, the Money Market Loans shall be due on a day which is not a
Business Day, the date for payment thereof shall be extended to the next
succeeding Business Day. If the date for any payment of principal is extended by
operation of law or otherwise, interest thereon shall be payable for such
extended time.

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

               SECTION 2.13. Funding Losses. If the Borrower makes any payment
of principal with respect to any Euro-Dollar Loan or Money Market IBOR Loan
(pursuant to Article II, VI or VIII or otherwise) on any day other than the last
day of the Interest Period applicable thereto, or if the Borrower fails to
borrow any Euro-Dollar Loans or Money Market IBOR Loans after notice has been
given to any Bank in accordance with Section 2.5(a) or 2.4(f), as applicable, or
if Borrower shall deliver a Notice of Interest Rate Election specifying that a
Euro-Dollar Loan shall be converted on a date other than the first (1st) day of
the then current Interest Period applicable thereto, the Borrower shall
reimburse each Bank within 15 days after certification of



                                       45
<PAGE>   51

such Bank of such loss or expense (which shall be delivered by each such Bank to
Administrative Agent for delivery to Borrower) for any resulting loss or expense
incurred by it (or by an existing Participant in the related Loan), including,
without limitation, any loss incurred in obtaining, liquidating or employing
deposits from third parties, but excluding loss of margin for the period after
any such payment or failure to borrow, provided that such Bank shall have
delivered to Administrative Agent and Administrative Agent shall have delivered
to the Borrower a certification as to the amount of such loss or expense, which
certification shall set forth in reasonable detail the basis for and calculation
of such loss or expense and shall be conclusive in the absence of demonstrable
error.

               SECTION 2.14. Computation of Interest and Fees. Interest based on
the Prime Rate hereunder shall be computed on the basis of a year of 365 days
(or 366 days in a leap year) and paid for the actual number of days elapsed
(including the first day but excluding the last day). All other interest and
fees shall be computed on the basis of a year of 360 days and paid for the
actual number of days elapsed (including the first day but excluding the last
day).

               SECTION 2.15. Use of Proceeds. The Borrower shall use the
proceeds of the Loans for general corporate purposes, including, without
limitation, the acquisition of real property to be used in the Borrower's
existing business and for general working capital needs of the Borrower;
provided, however, that no Swingline Loan shall be used more than once for the
purpose of refinancing another Swingline Loan, in whole or part.

               SECTION 2.16. Letters of Credit.

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

               (b) Each Letter of Credit shall be issued in the minimum amount
of One Hundred Thousand Dollars ($100,000) or such lesser amount as may be
agreed to by the Fronting Bank.

               (c) The Letter of Credit Usage shall be no more than the lesser
of (i) Fifty Million Dollars ($50,000,000) and (ii) ten percent (10%) of the
Facility Amount at any one time.

               (d) There shall be no more than ten (10) Letters of Credit
outstanding at any one time.

               (e) In the event of any request for a drawing under any Letter of
Credit by the beneficiary thereunder, the Fronting Bank shall notify the
Borrower and the Administrative Agent (and the Administrative Agent shall notify
each Bank thereof) on or before the date on which the Fronting Bank intends to
honor such drawing, and, except as provided in this



                                       46
<PAGE>   52

subsection (e), the Borrower shall reimburse the Fronting Bank, in immediately
available funds, on the same day on which such drawing is honored in an amount
equal to the amount of such drawing. Notwithstanding anything contained herein
to the contrary, however, unless the Borrower shall have notified the
Administrative Agent and the Fronting Bank prior to 1:00 P.M. (New York City
time) on the Business Day immediately preceding the date of such drawing that
the Borrower intends to reimburse the Fronting Bank for the amount of such
drawing with funds other than the proceeds of the Loans, the Borrower shall be
deemed to have timely given a Notice of Borrowing pursuant to Section 2.2 to the
Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on
which such drawing is honored and in an amount equal to the amount of such
drawing. Each Bank (other than the Fronting Bank) shall, in accordance with
Section 2.3(b), make available its pro rata share of such Borrowing to the
Administrative Agent, the proceeds of which shall be applied directly by the
Administrative Agent to reimburse the Fronting Bank for the amount of such draw.
In the event that any such Bank fails to make available to the Fronting Bank the
amount of such Bank's participation on the date of a drawing, the Fronting Bank
shall be entitled to recover such amount on demand from such Bank together with
interest at the Federal Funds Rate commencing on the date such drawing is
honored, and the provisions of Section 9.16 shall otherwise apply to such
failure.

               (f) If, at the time a beneficiary under any Letter of Credit
requests a drawing thereunder, an Event of Default as described in Section
6.1(f) or Section 6.1(g) shall have occurred and is continuing, then on the date
on which the Fronting Bank shall have honored such drawing, the Borrower shall
have an unreimbursed obligation (the "Unreimbursed Obligation") to the Fronting
Bank in an amount equal to the amount of such drawing, which amount shall bear
interest at the annual rate of the sum of the Base Rate plus four percent (4%).
Each Bank shall purchase an undivided participating interest in such drawing in
an amount equal to its pro rata share of the Commitments, and upon receipt
thereof the Fronting Bank shall deliver to such Bank an Unreimbursed Obligation
participation certificate dated the date of the Fronting Bank's receipt of such
funds and in the amount of such Bank's pro rata share.

               (g) If, after the date hereof, any change in any law or
regulation or in the interpretation thereof by any court or administrative or
governmental authority charged with the administration thereof shall either (i)
impose, modify or deem applicable any reserve, special deposit or similar
requirement against letters of credit issued by, or assets held by, or deposits
in or for the account of, or participations in any letter of credit, upon any
Bank (including the Fronting Bank) or (ii) impose on any Bank any other
condition regarding this Agreement or such Bank (including the Fronting Bank) as
it pertains to the Letters of Credit or any participation therein and the result
of any event referred to in the preceding clause (i) or (ii) shall be to
increase, by an amount deemed by the Fronting Bank or such Bank to be material,
the cost to the Fronting Bank or any Bank of issuing or maintaining any Letter
of Credit or participating therein, then the Borrower shall pay to the Fronting
Bank or such Bank, within 15 days after written demand by such Bank (with a copy
to the Administrative Agent), which demand shall be accompanied by a certificate
showing, in reasonable detail, the calculation of such amount or amounts, such
additional amounts as shall be required to compensate the Fronting Bank or such
Bank for such increased costs or reduction in amounts received or receivable
hereunder. Each



                                       47
<PAGE>   53

Bank will promptly notify the Borrower and the Administrative Agent of any event
of which it has knowledge, occurring after the date hereof, which will entitle
such Bank to compensation pursuant to this Section 2.16 and will designate a
different Applicable Lending Office if such designation will avoid the need for,
or reduce the amount of, such compensation and will not, in the reasonable
judgment of such Bank, be otherwise disadvantageous to such Bank. If such Bank
shall fail to notify Borrower of any such event within 90 days following the end
of the month during which such event occurred, then Borrower's liability for any
amounts described in this Section incurred by such Bank as a result of such
event shall be limited to those attributable to the period occurring subsequent
to the ninetieth (90th) day prior to, but excluding, the date upon which such
Bank actually notified Borrower of the occurrence of such event. A certificate
of any Bank claiming compensation under this Section 2.16 and setting forth a
reasonably detailed calculation of the additional amount or amounts to be paid
to it hereunder shall be conclusive in the absence of demonstrable error. In
determining such amount, such Bank may use any reasonable averaging and
attribution methods.

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



                                       48
<PAGE>   54

affect, impair or prevent the vesting of the Fronting Bank's rights and powers
hereunder. In furtherance and extension and not in limitation of the specific
provisions hereinabove set forth, any action taken or omitted by the Fronting
Bank under or in connection with the Letters of Credit issued by it or the
related certificates, if taken or omitted in good faith, shall not put the
Fronting Bank under any resulting liability to the Borrower; provided that,
notwithstanding anything in the foregoing to the contrary, the Fronting Bank
will be liable to the Borrower for any damages suffered by the Borrower or its
Subsidiaries as a result of the Fronting Bank's grossly negligent or wilful
failure to pay under any Letter of Credit after the presentation to it of a
sight draft and certificates strictly in compliance with the terms and
conditions of the Letter of Credit.

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

               SECTION 2.17. Letter of Credit Usage Absolute. The obligations of
the Borrower under this Agreement in respect of any Letter of Credit shall be
unconditional and irrevocable, and shall be paid strictly in accordance with the
terms of this Agreement (as the same may be amended from time to time) and any
Letter of Credit Documents (as hereinafter defined) under all circumstances,
including, without limitation, to the extent permitted by law, the following
circumstances:

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

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

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

               (d) the existence of any claim, set-off, defense or other right
that the Borrower may have at any time against any beneficiary or any transferee
of a Letter of Credit (or any Persons for whom any such beneficiary or any such
transferee may be acting), the Administrative



                                       49
<PAGE>   55

Agent, the Fronting Bank or any Bank (other than a defense based on the bad
faith, gross negligence or wilful misconduct of the Administrative Agent, the
Fronting Bank or such Bank) or any other Person, whether in connection with the
Loan Documents, the transactions contemplated hereby or by the Letters of Credit
Documents or any unrelated transaction;

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

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

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

                                   ARTICLE III

                                   CONDITIONS

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

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

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

               (c) Guarantor shall have executed and delivered to the
Administrative Agent a duly executed original of the Guaranty;



                                       50
<PAGE>   56

               (d) the Administrative Agent shall have received an opinion of
Piper Marbury Rudnick & Wolf, counsel for the Borrower and Guarantor, acceptable
to the Administrative Agent, the Banks and their counsel;

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

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

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

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

               (i) the Banks shall be satisfied that neither the Borrower,
General Partner nor any Consolidated Subsidiary is subject to any present or
contingent environmental liability which could have a Material Adverse Effect
and the Borrower shall have delivered a certificate so stating;

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



                                       51
<PAGE>   57

Meagher & Flom LLP, if required by such firm and if such firm has delivered an
invoice in reasonable detail of such fees and expenses in sufficient time for
Borrower to approve and process the same, shall have been paid to Skadden, Arps,
Slate, Meagher & Flom LLP;

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

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

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

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

               (a) receipt by the Administrative Agent of a Notice of Borrowing
as required by Section 2.2 or Section 2.3(b)(i) or a Notice of Money Market
Borrowing as required by Section 2.4 or a request to cause a Fronting Bank to
issue a Letter of Credit pursuant to Section 2.16;

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

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

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

               (e) no law or regulation shall have been adopted, no order,
judgment or decree of any governmental authority shall have been issued, and no
litigation shall be pending, which does or seeks to enjoin, prohibit or
restrain, the making or repayment of the Loans or the consummation of the
transactions contemplated by this Agreement; and



                                       52
<PAGE>   58

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

Each Borrowing hereunder or issuance of a Letter of Credit hereunder shall be
deemed to be a representation and warranty by the Borrower on the date of such
Borrowing as to the facts specified in clauses (b), (c), (d), (e) and (f) (to
the extent that Borrower is or should have been aware of any Material Adverse
Effect) of this Section, except as otherwise disclosed in writing by Borrower to
the Banks. Notwithstanding anything to the contrary, no Borrowing shall be
permitted if such Borrowing would cause Borrower to fail to be in compliance
with any of the covenants contained in this Agreement or in any of the other
Loan Documents.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

               In order to induce the Administrative Agent and each of the other
Banks which is or may become a party to this Agreement to make the Loans, the
Borrower makes the following representations and warranties as of the Closing
Date. Such representations and warranties shall survive the effectiveness of
this Agreement, the execution and delivery of the other Loan Documents and the
making of the Loans.

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

               SECTION 4.2. Power and Authority. The Borrower has the
partnership power and authority to execute, deliver and carry out the terms and
provisions of each of the Loan Documents to which it is a party and has taken
all necessary partnership action, if any, to authorize the execution and
delivery on behalf of the Borrower and the performance by the Borrower of such
Loan Documents. The Borrower and General Partner each have duly executed and
delivered each Loan Document to which it is a party in accordance with the terms
of this Agreement, and each such Loan Document constitutes the legal, valid and
binding obligation of the Borrower and General Partner, enforceable in
accordance with its terms, except as



                                       53
<PAGE>   59

enforceability may be limited by applicable insolvency, bankruptcy or other laws
affecting creditors rights generally, or general principles of equity, whether
such enforceability is considered in a proceeding in equity or at law. General
Partner has the power and authority to execute, deliver and carry out the terms
and provisions of each of the Loan Documents to which it is a party and has
taken all necessary action to authorize the execution, delivery and performance
of such Loan Documents. General Partner has the power and authority to execute,
deliver and carry out the terms and provisions of each of the Loan Documents on
behalf of the Borrower to which the Borrower is a party and has taken all
necessary action to authorize the execution and delivery on behalf of the
Borrower and the performance by the Borrower of such Loan Documents.

               SECTION 4.3. No Violation. (a) Neither the execution, delivery or
performance by or on behalf of the Borrower of the Loan Documents to which it is
a party, nor compliance by the Borrower with the terms and provisions thereof
nor the consummation of the transactions contemplated by the Loan Documents, (i)
will materially contravene any applicable provision of any law, statute, rule,
regulation, order, writ, injunction or decree of any court or governmental
instrumentality, (ii) will materially conflict with or result in any breach of,
any of the terms, covenants, conditions or provisions of, or constitute a
default under, or result in the creation or imposition of (or the obligation to
create or impose) any Lien upon any of the property or assets of the Borrower or
any of its Consolidated Subsidiaries pursuant to the terms of any indenture,
mortgage, deed of trust, or other agreement or other instrument to which the
Borrower (or of any partnership of which the Borrower is a partner) or any of
its Consolidated Subsidiaries is a party or by which it or any of its property
or assets is bound or to which it is subject (except for such breaches and
defaults under loan agreements which the lenders thereunder have agreed to
forbear pursuant to valid forbearance agreements), or (iii) will cause a
material default by the Borrower under any organizational document of any Person
in which the Borrower has an interest, or cause a material default under the
Borrower's agreement or certificate of limited partnership, the consequences of
which conflict, breach or default would have a Material Adverse Effect, or
result in or require the creation or imposition of any Lien whatsoever upon any
Property (except as contemplated herein).

               (b) Neither the execution, delivery or performance by General
Partner of the Loan Documents to which it is a party, nor compliance by General
Partner with the terms and provisions thereof nor the consummation of the
transactions contemplated by the Loan Documents, (i) will materially contravene
any applicable provision of any law, statute, rule, regulation, order, writ,
injunction or decree of any court or governmental instrumentality, (ii) will
materially conflict with or result in any breach of, any of the terms,
covenants, conditions or provisions of, or constitute a default under, or result
in the creation or imposition of (or the obligation to create or impose) any
Lien upon any of the property or assets of General Partner or any of its
Consolidated Subsidiaries pursuant to the terms of any indenture, mortgage, deed
of trust, or other agreement or other instrument to which General Partner (or of
any partnership of which General Partner is a partner) or any of its
Consolidated Subsidiaries is a party or by which it or any of its property or
assets is bound or to which it is subject (except for such breaches and defaults
under loan agreements which the lenders thereunder have agreed to forbear
pursuant to



                                       54
<PAGE>   60

valid forbearance agreements), or (iii) will cause a material default by General
Partner under any organizational document of any Person in which General Partner
has an interest, the consequences of which conflict, breach or default would
have a Material Adverse Effect, or result in or require the creation or
imposition of any Lien whatsoever upon any Property (except as contemplated
herein).

               SECTION 4.4. Financial Information. (a) The consolidated balance
sheet of Borrower and their Consolidated Subsidiaries as of December 31, 1999,
and the related consolidated statements of operations and cash flows of General
Partner for the fiscal year then ended, reported on by Arthur Andersen & Co.,
L.L.P. fairly present, in conformity with GAAP, the consolidated financial
position of Borrower, General Partner and their Consolidated Subsidiaries as of
such date and the consolidated results of operations and cash flows for such
fiscal quarter.

               (b) Since March 31, 2000, (i) except as may have been disclosed
in writing to the Banks, nothing has occurred having a Material Adverse Effect,
and (ii) except as set forth on Schedule 4.4(b), neither the Borrower nor
General Partner has incurred any material indebtedness or guaranty on or before
the Closing Date.

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

               SECTION 4.6. Compliance with ERISA. (a) Except as set forth on
Schedule 4.6 attached hereto, neither Borrower nor General Partner is a member
of or has entered into, maintained, contributed to, or been required to
contribute to, or may incur any liability with respect to any Plan or
Multiemployer Plan or any other Benefit Arrangement.

               (b) Except for a "prohibited transaction" arising solely because
of a Bank's breach of the covenant set forth in Section 9.17 hereof, the
transactions contemplated by the Loan Documents will not constitute a nonexempt
prohibited transaction (as such term is defined in Section 4975 of the Code or
Section 406 of ERISA) that could subject the Administrative Agent or any of the
Banks to any tax or penalty on prohibited transactions imposed under Section
4975 of the Code or Section 502(i) of ERISA and such transactions will not
otherwise result in the Administrative Agent or any of the Banks being deemed in
violation of Sections 404 or 406 of ERISA or Section 4975 of the Code or in the
Administrative Agent or any of the Banks being a fiduciary or party in interest
under ERISA or a "disqualified person" as defined in Section 4975(e)(2) of the
Code with respect to an "employee benefit plan" within the meaning of Section



                                       55
<PAGE>   61

3(3) of ERISA or a "plan" within the meaning of Section 4975(e)(1) of the Code.
No assets of Borrower constitute "assets" (within the meaning of ERISA or
Section 4975 of the Code, including, but not limited to, 29 C.F.R. Section
2510.3-101 or any successor regulation thereto) of an "employee benefit plan"
within the meaning of Section 3(3) of ERISA or a "plan" within the meaning of
Section 4975(e)(1) of the Code. In addition to the prohibitions set forth in
this Agreement and the other Loan Documents, and not in limitation thereof,
Borrower covenants and agrees that Borrower shall not use any "assets" (within
the meaning of ERISA or Section 4975 of the Code, including but not limited to
29 C.F.R. Section 2510.3-101) of an "employee benefit plan" within the meaning
of Section 3(3) of ERISA or a "plan" within the meaning of Section 4975(e)(1) of
the Code to repay or secure the Note, the Loan, or the Obligations.

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

               SECTION 4.8. Taxes. The Borrower, General Partner and their
Consolidated Subsidiaries have filed all United States Federal income tax
returns and all other material tax returns which are required to be filed by
them and have paid all taxes due pursuant to such returns or pursuant to any
assessment received by the Borrower, General Partner or any Consolidated
Subsidiary, except such taxes, if any, as are reserved against in accordance
with GAAP, such taxes as are being contested in good faith by appropriate
proceedings or such taxes, the failure to make payment of which when due and
payable will not have, in the aggregate, a Material Adverse Effect. The charges,
accruals and reserves on the books of the Borrower, General Partner and their
Consolidated Subsidiaries in respect of taxes or other governmental charges are,
in the opinion of the Borrower, adequate.

               SECTION 4.9. Full Disclosure. All information heretofore
furnished by the Borrower to the Administrative Agent or any Bank for purposes
of or in connection with this Agreement or any transaction contemplated hereby
or thereby is true and accurate in all material respects on the date as of which
such information is stated or certified. The Borrower has disclosed to the
Administrative Agent, in writing any and all facts which have or may have (to
the extent the Borrower can now reasonably foresee) a Material Adverse Effect.



                                       56
<PAGE>   62

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

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

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

               SECTION 4.13. Investment Company Act; Public Utility Holding
Company Act. Neither the Borrower, General Partner nor any Consolidated
Subsidiary (other than AMB Investment Management, Inc. and AMB Investment
Management Limited Partnership) is (x) an "investment company" or a company
"controlled" by an "investment company", within the meaning of the Investment
Company Act of 1940, as amended, (y) a "holding company" or a "subsidiary
company" of a "holding company" or an "affiliate" of either a "holding company"
or a "subsidiary company" within the meaning of the Public Utility Holding
Company Act of 1935, as amended, or (z) subject to any other federal or state
law or regulation which purports to restrict or regulate its ability to borrow
money.

               SECTION 4.14. Principal Offices. As of the Closing Date, the
principal office, chief executive office and principal place of business of the
Borrower, Guarantor and each Consolidated Subsidiary is 505 Montgomery Street,
San Francisco, California 94111.

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

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

               SECTION 4.17. Judgments. As of the Closing Date, there are no
final, non- appealable judgments or decrees in an aggregate amount of Five
Million Dollars ($5,000,000) or more entered by a court or courts of competent
jurisdiction against General Partner or the Borrower or, to the extent such
judgment would be recourse to General Partner or Borrower, any



                                       57
<PAGE>   63

of its Consolidated Subsidiaries (other than judgments as to which, and only to
the extent, a reputable insurance company has acknowledged coverage of such
claim in writing or which have been paid or stayed).

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

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

               SECTION 4.20. Compliance With Law. To the Borrower's knowledge,
the Borrower and each of its Real Property Assets are in compliance with all
laws, rules, regulations, orders, judgments, writs and decrees, including,
without limitation, all building and zoning ordinances and codes, the failure to
comply with which is likely to have a Material Adverse Effect.

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

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

               SECTION 4.23. Labor Matters. Except as disclosed on Schedule 4.6,
there are no collective bargaining agreements or Multiemployer Plans covering
the employees of the Borrower or any member of the ERISA Group and neither the
Borrower nor any member of the ERISA Group has suffered any strikes, walkouts,
work stoppages or other material labor difficulty within the last five years.



                                       58
<PAGE>   64

               SECTION 4.24. Insurance. The Borrower currently maintains
insurance at 100% replacement cost insurance coverage (subject to customary
deductibles) in respect of each of its Real Property Assets, as well as
commercial general liability insurance (including, without limitation,
"builders' risk" where applicable) against claims for personal, and bodily
injury and/or death, to one or more persons, or property damage, as well as
workers' compensation insurance, in each case with respect to liability and
casualty insurance with insurers having an A.M. Best policyholders' rating of
not less than A-VII in amounts that prudent owners of assets such as Borrower's
directly or indirectly owned Real Property Assets would maintain.

               SECTION 4.25. Organizational Documents. The documents delivered
pursuant to Section 3.1(e) constitute, as of the Closing Date, all of the
organizational documents (together with all amendments and modifications
thereof) of the Borrower and General Partner. The Borrower represents that it
has delivered to the Administrative Agent true, correct and complete copies of
each such documents. General Partner is the general partner of the Borrower.
General Partner holds (directly or indirectly) a 93.4% ownership interest in the
Borrower as of the date hereof.

               SECTION 4.26. Qualifying Unencumbered Properties. As of the date
hereof, each Property listed on Schedule 1.1 as a Qualifying Unencumbered
Property (i) is a wholly- owned (directly or beneficially) by Borrower, a
Financing Partnership or a Joint Venture Subsidiary, (ii) is not subject (nor
are any equity interests in such Property that are owned directly or indirectly
by Borrower, General Partner or any Joint Venture Parent subject) to a Lien
which secures Indebtedness of any Person, other than Permitted Liens, and (iii)
is not subject (nor are any equity interests in such Property that are owned
directly or indirectly by Borrower, General Partner or Joint Venture Parent
subject) to any covenant, condition, or other restriction which prohibits or
limits the creation or assumption of any Lien upon such Property. All of the
information set forth on Schedule 1.1 is true and correct in all material
respects.

                                    ARTICLE V

                       AFFIRMATIVE AND NEGATIVE COVENANTS

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

               SECTION 5.1. Information. The Borrower will deliver to each of
the Banks:

               (a) as soon as available and in any event within five (5)
Business Days after the same is required to be filed with the Securities and
Exchange Commission (but in no event later than 95 days after the end of each
Fiscal Year of the Borrower) a consolidated balance sheet of the Borrower,
General Partner and their Consolidated Subsidiaries as of the end of such Fiscal
Year and the related consolidated statements of Borrower's and General Partner's
operations and consolidated statements of Borrower's and General Partner's cash
flow for such Fiscal Year,



                                       59
<PAGE>   65

setting forth in each case in comparative form the figures for the previous
Fiscal Year (if available), all reported in a manner acceptable to the
Securities and Exchange Commission on Borrower's and General Partner's Form 10-K
and reported on by Arthur Andersen & Co., L.L.P. or other independent public
accountants of nationally recognized standing;

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

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

               (d) (i) within five (5) Business Days after any officer of the
Borrower obtains knowledge of any Default, if such Default is then continuing, a
certificate of the chief financial officer, or other executive officer of the
Borrower setting forth the details thereof and the action which the Borrower is
taking or proposes to take with respect thereto; and (ii) promptly and in



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<PAGE>   66

any event within five (5) Business Days after the Borrower obtains knowledge
thereof, notice of (x) any litigation or governmental proceeding pending or
threatened against the Borrower or its directly or indirectly Real Property
Assets as to which there is a reasonable possibility of an adverse determination
and which, if adversely determined, is likely to individually or in the
aggregate, result in a Material Adverse Effect, and (y) any other event, act or
condition which is likely to result in a Material Adverse Effect;

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

               (f) promptly upon the filing thereof, copies of all reports on
Forms 10-K and 10-Q (or their equivalents) (other than the exhibits thereto,
which exhibits will be provided upon request therefor by any Bank) which General
Partner shall have filed with the Securities and Exchange Commission;

               (g) promptly and in any event within thirty (30) days, if and
when any member of the ERISA Group (i) gives or is required to give notice to
the PBGC of any "reportable event" (as defined in Section 4043 of ERISA) with
respect to any Plan which might constitute grounds for a termination of such
Plan under Title IV of ERISA, or knows that the plan administrator of any Plan
has given or is required to give notice of any such reportable event, a copy of
the notice of such reportable event given or required to be given to the PBGC;
(ii) receives notice of complete or partial withdrawal liability under Title IV
of ERISA or notice that any Multiemployer Plan is in reorganization, is
insolvent or has been terminated, a copy of such notice; (iii) receives notice
from the PBGC under Title IV of ERISA of an intent to terminate, impose
liability (other than for premiums under Section 4007 of ERISA) in respect of,
or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies
for a waiver of the minimum funding standard under Section 412 of the Code, a
copy of such application; (v) gives notice of intent to terminate any Plan under
Section 4041(c) of ERISA, a copy of such notice and other information filed with
the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063
of ERISA, a copy of such notice; or (vii) fails to make any payment or
contribution to any Plan or Multiemployer Plan or in respect of any Benefit
Arrangement or makes any amendment to any Plan or Benefit Arrangement which has
resulted or could result in the imposition of a Lien or the posting of a bond or
other security, and in the case of clauses (i) through (vii) above, which event
could result in a Material Adverse Effect, a certificate of the chief financial
officer or the chief accounting officer of the Borrower setting forth details as
to such occurrence and action, if any, which the Borrower or applicable member
of the ERISA Group is required or proposes to take;

               (h) promptly and in any event within ten (10) days after the
Borrower obtains actual knowledge of any of the following events, a certificate
of the Borrower, executed by an officer of the Borrower, specifying the nature
of such condition, and the Borrower's or, if the Borrower has actual knowledge
thereof, the Environmental Affiliate's proposed initial response thereto: (i)
the receipt by the Borrower, or any of the Environmental Affiliates of any
communication (written or oral), whether from a governmental authority, citizens
group,



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<PAGE>   67

employee or otherwise, that alleges that the Borrower, or any of the
Environmental Affiliates, is not in compliance with applicable Environmental
Laws, and such noncompliance is likely to have a Material Adverse Effect, (ii)
the existence of any Environmental Claim pending against the Borrower or any
Environmental Affiliate and such Environmental Claim is likely to have a
Material Adverse Effect or (iii) any release, emission, discharge or disposal of
any Material of Environmental Concern that is likely to form the basis of any
Environmental Claim against the Borrower or any Environmental Affiliate which in
any such event is likely to have a Material Adverse Effect;

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

               (j) simultaneously with the delivery of the information required
by Sections 5.1(a) and (b), a statement of all Qualifying Unencumbered
Properties; and

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

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

               SECTION 5.3. Maintenance of Property; Insurance; Leases.

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

               (b) The Borrower shall maintain, or cause to be maintained,
insurance described in Section 4.24 hereof with insurers meeting the
qualifications described therein, which insurance shall in any event not provide
for less coverage than insurance customarily carried by owners of properties
similar to, and in the same locations as, Borrower's Real Property Assets.



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<PAGE>   68

The Borrower will deliver to the Administrative Agent upon the reasonable
request of the Administrative Agent from time to time (i) full information as to
the insurance carried, (ii) within five (5) days of receipt of notice from any
insurer a copy of any notice of cancellation or material change in coverage from
that existing on the date of this Agreement and (iii) forthwith, notice of any
cancellation or nonrenewal of coverage by the Borrower.

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

               SECTION 5.5. Compliance with Laws. The Borrower and General
Partner will, and will cause their Subsidiaries to, comply in all material
respects with all applicable laws, ordinances, rules, regulations, and
requirements of governmental authorities (including, without limitation,
Environmental Laws, and all zoning and building codes with respect to its Real
Property Assets and ERISA and the rules and regulations thereunder and all
federal securities laws) except where the necessity of compliance therewith is
contested in good faith by appropriate proceedings or where the failure to do so
will not have a Material Adverse Effect or expose Administrative Agent or Banks
to any material liability therefor.

               SECTION 5.6. Inspection of Property, Books and Records. The
Borrower will keep proper books of record and account in which full, true and
correct entries shall be made of all dealings and transactions in relation to
its business and activities in conformity with GAAP, modified as required by
this Agreement and applicable law; and will permit representatives of any Bank,
at such Bank's expense, or from and after an Event of Default, at Borrower's
expense, to visit and inspect any of its properties, including without
limitation its Real Property Assets, and so long as disclosure of such
information could not result in a violation of, or expose the Borrower, General
Partner or their Subsidiaries to any material liability under, any applicable
law, ordinance or regulation or any agreements with unaffiliated third parties
that are binding on the Borrower, General Partner or any of their Subsidiaries
or on any Property of any of them, to examine and make abstracts from any of its
books and records and to discuss its affairs, finances and accounts with its
officers and independent public accountants, all at such reasonable times during
normal business hours, upon reasonable prior notice and as often as may
reasonably be desired. Administrative Agent shall coordinate any such visit or
inspection to arrange for review by any Bank requesting any such visit or
inspection.

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



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<PAGE>   69

               SECTION 5.8. Financial Covenants.

               (a) Total Liabilities to Total Asset Value. Borrower shall not
permit the ratio of Total Liabilities to Total Asset Value of Borrower to exceed
0.55:1 at any time.

               (b) Adjusted EBITDA to Fixed Charges Ratio. Borrower shall not
permit the ratio of Adjusted EBITDA to Fixed Charges, for the then most recently
completed four (4) consecutive Fiscal Quarters, to be less than 1.75:1.

               (c) Secured Debt to Total Asset Value. Borrower shall not permit
the ratio of Secured Debt to Total Asset Value of Borrower to exceed 0.35:1 at
any time.

               (d) Unencumbered Pool. Borrower shall not permit the ratio of the
outstanding Unsecured Debt to Unencumbered Asset Value to exceed 0.55:1 at any
time.

               (e) Unencumbered Net Operating Cash Flow to Unsecured Interest
Expense. Borrower shall not permit the ratio of Unencumbered Net Operating Cash
Flow to Unsecured Interest to be less than 2.0:1.

               (f) Minimum Tangible Net Worth. The Consolidated Tangible Net
Worth of the Borrower determined in conformity with GAAP will at no time be less
than eighty-five percent (85%) of the Consolidated Tangible Net Worth of the
Borrower as of the Closing Date, which amount shall be increased by an amount
equal to ninety percent (90%) of the Net Offering Proceeds received by the
Borrower or General Partner subsequent to the Closing Date.

               (g) Dividends. The Borrower will not, as determined on an
aggregate annual basis, pay any partnership distributions in excess of 95% of
the Borrower's FFO for such year. During the continuance of a monetary Event of
Default, Borrower shall only pay partnership distributions that are necessary to
enable General Partner to make those dividends necessary to maintain General
Partner's status as a real estate investment trust.

               (h) Permitted Holdings. Borrower's primary business will not be
substantially different from that conducted by Borrower on the Closing Date and
shall include the ownership, operation and development of Real Property Assets
and any other business activities of Borrower and its Subsidiaries will remain
incidental thereto. Notwithstanding the foregoing, Borrower and its Subsidiaries
may acquire or maintain Permitted Holdings if and so long as the aggregate value
of Permitted Holdings, whether held directly or indirectly by Borrower does not
exceed, at any time, twenty-five percent (25%) of Total Asset Value of Borrower
unless a greater percentage is approved by the Majority Banks (which approval
shall not be unreasonably withheld, conditioned or delayed), provided, however,
Borrower and its Subsidiaries may not acquire or maintain Unimproved Assets if
and to the extent that the aggregate value of Unimproved Assets, whether held
directly or indirectly by Borrower exceeds, at any time, five percent (5%) of
Total Asset Value of Borrower unless a greater percentage is approved by the
Required Banks (which approval shall not be unreasonably withheld, conditioned
or delayed). For purposes of calculating



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<PAGE>   70

the foregoing percentage, the value of Unimproved Assets shall be calculated
based upon the book value thereof, determined in accordance with GAAP.

               (i) No Liens. Borrower and General Partner shall not, and shall
not allow any of their Subsidiaries, Financing Partnerships or Joint Venture
Subsidiaries to, allow any Qualifying Unencumbered Property (or any equity
interests in such Property that are owned directly or indirectly by Borrower,
General Partner or any Joint Venture Parent), that is necessary to comply with
the provisions of Sections 5.8(d) and (e) hereof, to become subject to a Lien
that secures the Indebtedness of any Person, other than Permitted Liens.

               (j) Intentionally omitted.

               (k) Development Activities. Construction Asset Cost of the
Borrower, the General Partner and the Consolidated Subsidiaries shall not exceed
twelve and one-half percent (12.5%) of Total Asset Value.

               (l) Limitation on Joint Venture Interests. The value of any Joint
Venture Interests, determined in accordance with GAAP, shall at no time exceed
in the aggregate fifteen percent (15%) of Total Asset Value.

               (m) Limitation on Taxable REIT Subsidiaries. The value,
determined in accordance with GAAP, at book value of all Taxable REIT
Subsidiaries will not exceed twenty percent (20%) of Total Asset Value.

               (n) Calculation. Each of the foregoing ratios and financial
requirements shall be calculated as of the last day of each Fiscal Quarter.

               SECTION 5.9. Restriction on Fundamental Changes. (a) Neither the
Borrower nor General Partner shall enter into any merger or consolidation
without obtaining the prior written consent thereto in writing of the Required
Banks, which consent shall not be unreasonably withheld, conditioned or delayed,
provided the following criteria are met: (i) the Borrower or General Partner is
the surviving entity; (ii) the entity which is merged into Borrower or General
Partner is predominantly in the commercial real estate business; (iii) the
creditworthiness of the surviving entity's long term unsecured debt or implied
senior debt, as applicable, is not lower than Borrower's or General Partner's
creditworthiness two months immediately preceding such merger; and (iv) the then
fair market value of the assets of the entity which is merged into the Borrower
or General Partner is less than twenty-five percent (25%) of the Borrower's or
General Partner's then Total Asset Value following such merger. Neither the
Borrower nor General Partner shall liquidate, wind-up or dissolve (or suffer any
liquidation or dissolution), discontinue its business or convey, lease, sell,
transfer or otherwise dispose of, in one transaction or series of transactions,
all or substantially all of its business or property, whether now or hereafter
acquired. Nothing in this Section shall be deemed to prohibit the sale or
leasing of portions of the Real Property Assets in the ordinary course of
business.



                                       65
<PAGE>   71

               (b) The Borrower shall not amend its agreement of limited
partnership or other organizational documents in any manner that would have a
Material Adverse Effect without the Required Banks' consent. Without limitation
of the foregoing, no Person shall be admitted as a general partner of the
Borrower other than General Partner. General Partner shall not amend its
articles of incorporation, by-laws, or other organizational documents in any
manner that would have a Material Adverse Effect without the Required Banks'
consent, which shall not be unreasonably withheld. The Borrower shall not make
any "in-kind" transfer of any of its property or assets to any of its
constituent partners if such transfer would result in an Event of Default under
Section 6.1(b) by reason of a breach of the provisions of Section 5.8.

               SECTION 5.10. Changes in Business. (a) Except for Permitted
Holdings, neither the Borrower nor General Partner shall enter into any business
which is substantially different from that conducted by the Borrower or General
Partner on the Closing Date after giving effect to the transactions contemplated
by the Loan Documents. The Borrower shall carry on its business operations
through the Borrower, its Consolidated Subsidiaries and its Investment
Affiliates.

               (b) Except for Permitted Holdings, Borrower shall not engage in
any line of business which is substantially different from the business
conducted by the Borrower on the Closing Date, which includes the ownership,
operation and development of Real Property Assets and the provision of services
incidental thereto, whether directly or through its Consolidated Subsidiaries
and Investment Affiliates.

               SECTION 5.11. General Partner Status.

               (a) Status. General Partner shall at all times (i) remain a
publicly traded company listed for trading on the New York Stock Exchange, and
(ii) maintain its status as a self-directed and self-administered real estate
investment trust under the Code.

               (b) Indebtedness. General Partner shall not, directly or
indirectly, create, incur, assume or otherwise become or remain directly or
indirectly liable with respect to, any Indebtedness, except:

                      (1) the Obligations; and

                      (2) Indebtedness of Borrower for which there is recourse
        to General Partner which, after giving effect thereto, may be incurred
        or may remain outstanding without giving rise to an Event of Default or
        Default under any provision of this Article V.



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<PAGE>   72

               (c) Restriction on Fundamental Changes.

                      (1) General Partner shall not have an investment in any
        Person other than (i) Borrower or indirectly through Borrower, (ii)
        directly or indirectly in Financing Partnerships, and (iii) the
        interests identified on Schedule 5.11(c)(1) as being owned by General
        Partner.

                      (2) General Partner shall not acquire an interest in any
        Property other than securities issued by Borrower and Financing
        Partnerships and the interests identified on Schedule 5.11(c)(2)
        attached hereto.

               (d) Environmental Liabilities. Neither General Partner nor any of
its Subsidiaries shall become subject to any Environmental Claim which has a
Material Adverse Effect, including, without limitation, any arising out of or
related to (i) the release or threatened release of any Material of
Environmental Concern into the environment, or any remedial action in response
thereto, or (ii) any violation of any Environmental Laws. Notwithstanding the
foregoing provision, General Partner shall have the right to contest in good
faith any claim of violation of an Environmental Law by appropriate legal
proceedings and shall be entitled to postpone compliance with the obligation
being contested as long as (i) no Event of Default shall have occurred and be
continuing, (ii) General Partner shall have given Administrative Agent prior
written notice of the commencement of such contest, (iii) noncompliance with
such Environmental Law shall not subject General Partner or such Subsidiary to
any criminal penalty or subject Administrative Agent or any Bank to pay any
civil penalty or to prosecution for a crime, and (iv) no portion of any Property
material to Borrower or its condition or prospects shall be in substantial
danger of being sold, forfeited or lost, by reason of such contest or the
continued existence of the matter being contested.

               (e) Disposal of Partnership Interests. General Partner will not
directly or indirectly convey, sell, transfer, assign, pledge or otherwise
encumber or dispose of any of its partnership interests in Borrower or any of
its equity interest in any of the partners of the Borrower as of the date hereof
(except in connection with the dissolution or liquidation of such partners of
the Borrower or the redemption of interests in connection with stock repurchase
programs), except for the reduction of General Partner's interest in the
Borrower arising from Borrower's issuance of partnership interests in the
Borrower or the retirement of preferred units by Borrower. General Partner will
continue to be the managing general partner of Borrower.

               SECTION 5.12. Other Indebtedness. Borrower and General Partner
shall not allow any of their Subsidiaries, Financing Partnerships or Joint
Venture Subsidiaries that own, directly or indirectly, any Qualifying
Unencumbered Property to directly or indirectly create, incur, assume or
otherwise become or remain liable with respect to any Indebtedness other than
trade debt incurred in the ordinary course of business and Indebtedness owing to
Borrower, if the resulting failure of such Property to qualify as a Qualifying
Unencumbered Property would result in an Event of Default under Section 5.8.



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<PAGE>   73

               SECTION 5.13. Forward Equity Contracts. If Borrower shall enter
into any forward equity contracts, Borrower may only settle the same by delivery
of stock, it being agreed that if Borrower shall settle the same with cash, the
same shall constitute an Event of Default hereunder unless Borrower shall have
received the unanimous consent of the Banks to settle such forward equity
contracts with cash.

                                   ARTICLE VI

                                    DEFAULTS

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

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

               (b) the Borrower shall fail to observe or perform any covenant
contained in Section 5.8, Section 5.9(a) or (b), Section 5.10, Section 5.11(a),
(b) or (c), Section 5.12 or Section 5.13;

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

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

               (e) the Borrower, the General Partner, any Subsidiary or any
Investment Affiliate shall default in the payment when due (whether by scheduled
maturity, required prepayment, acceleration, demand or otherwise) of any amount
owing in respect of any Recourse



                                       68
<PAGE>   74

Debt (other than the Obligations) for which the aggregate outstanding principal
amount exceeds $10,000,000 and such default shall continue beyond the giving of
any required notice and the expiration of any applicable grace period and such
default has not been waived, in writing, by the holder of any such Debt; or the
Borrower, the General Partner, any Subsidiary or any Investment Affiliate shall
default in the performance or observance of any obligation or condition with
respect to any such Recourse Debt or any other event shall occur or condition
exist beyond the giving of any required notice and the expiration of any
applicable grace period, if the effect of such default, event or condition is to
accelerate the maturity of any such indebtedness or to permit (without any
further requirement of notice or lapse of time) the holder or holders thereof,
or any trustee or agent for such holders, to accelerate the maturity of any such
indebtedness;

               (f) the Borrower or the General Partner shall commence a
voluntary case or other proceeding seeking liquidation, reorganization or other
relief with respect to itself or its debts under any bankruptcy, insolvency or
other similar law now or hereafter in effect or seeking the appointment of a
trustee, receiver, liquidate, custodian or other similar official of it or any
substantial part of its property, or shall consent to any such relief or to the
appointment of or taking possession by any such official in an involuntary case
or other proceeding commenced against it, or shall make a general assignment for
the benefit of creditors, or shall fail generally to pay its debts as they
become due, or shall take any action to authorize any of the foregoing;

               (g) an involuntary case or other proceeding shall be commenced
against the Borrower or the General Partner seeking liquidation, reorganization
or other relief with respect to it or its debts under any bankruptcy, insolvency
or other similar law now or hereafter in effect or seeking the appointment of a
trustee, receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, and such involuntary case or other proceeding
shall remain undismissed and unstayed for a period of 90 days; or an order for
relief shall be entered against the Borrower or the General Partner under the
federal bankruptcy laws as now or hereafter in effect;

               (h) the Borrower, the General Partner or any Subsidiary shall
default (x) in the payment when due (whether by scheduled maturity, required
prepayment, acceleration, demand or otherwise) of any amount owing in respect of
any Indebtedness other than Recourse Indebtedness ("Non-Recourse Debt") for
which the aggregate outstanding principal amount exceeds $50,000,000 and such
default shall continue beyond the giving of any required notice and the
expiration of any applicable grace period and such default has not been waived,
in writing, by the holder of any such Indebtedness, or (y) in the performance or
observance of any obligation or condition with respect to any such Non-Recourse
Debt or any other event shall occur or condition exist beyond the giving of any
required notice and the expiration of any applicable grace period, if, in the
case of (x) or (y), the effect of such default, event or condition is to
accelerate the maturity of any such indebtedness or to permit (without any
further requirement of notice or lapse of time) the holder or holders thereof,
or any trustee or agent for such holders, to accelerate the maturity of any such
indebtedness and such holder or holders in fact accelerate the maturity of any
such indebtedness;



                                       69
<PAGE>   75

               (i) one or more final, non-appealable judgments or decrees in an
aggregate amount of Five Million Dollars ($5,000,000) or more shall be entered
by a court or courts of competent jurisdiction against the General Partner, the
Borrower or, to the extent of any recourse to the General Partner or the
Borrower, any of its Consolidated Subsidiaries (other than any judgment as to
which, and only to the extent, a reputable insurance company has acknowledged
coverage of such claim in writing) and (i) any such judgments or decrees shall
not be stayed, discharged, paid, bonded or vacated within thirty (30) days or
(ii) enforcement proceedings shall be commenced by any creditor on any such
judgments or decrees;

               (j) there shall be a change in the majority of the Board of
Directors of the General Partner during any twelve (12) month period, excluding
any change in directors resulting from (x) the death or disability of any
director, or (y) satisfaction of any requirement for the majority of the members
of the board of directors or trustees of the General Partner to qualify under
applicable law as independent directors or (z) the replacement of any director
who is an officer or employee of the General Partner or an affiliate of the
General Partner with any other officer or employee of the General Partner or an
affiliate of the General Partner;

               (k) any Person (including affiliates of such Person) or "group"
(as such term is defined in applicable federal securities laws and regulations)
shall acquire more than thirty percent (30%) of the common shares of the General
Partner;

               (l) the General Partner shall cease at any time to qualify as a
real estate investment trust under the Code;

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

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



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               (o) at any time, for any reason the Borrower seeks to repudiate
its obligations under any Loan Document or the General Partner seeks to
repudiate its obligations under the Guaranty.

               (p) a default beyond any applicable notice or grace period under
any of the other Loan Documents;

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

               (r) the Note, the Loan, the Obligations, the Guaranty or any of
the Loan Documents or the exercise of any of the Administrative Agent's or any
of the Bank's rights in connection therewith shall constitute a prohibited
transaction under ERISA and/or the Code.

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

               (b) Notwithstanding anything to the contrary contained in this
Agreement or in any other Loan Document, the Administrative Agent and the Banks
each agree that any exercise or enforcement of the rights and remedies granted
to the Administrative Agent or the Banks under this Agreement or at law or in
equity with respect to this Agreement or any other Loan Documents shall be
commenced and maintained by the Administrative Agent on behalf of the
Administrative Agent and/or the Banks. The Administrative Agent shall act at the
direction of the Required Banks in connection with the exercise of any and all
remedies at law, in equity or



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under any of the Loan Documents or, if the Required Banks are unable to reach
agreement, then, from and after an Event of Default, the Administrative Agent
may pursue such rights and remedies as it may determine.

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

               SECTION 6.4. Actions in Respect of Letters of Credit. (a) If, at
any time and from time to time, any Letter of Credit shall have been issued
hereunder and an Event of Default shall have occurred and be continuing, then,
upon the occurrence and during the continuation thereof, the Administrative
Agent may, and upon the demand of the Required Banks shall, whether in addition
to the taking by the Administrative Agent of any of the actions described in
this Article or otherwise, make a demand upon the Borrower to, and forthwith
upon such demand (but in any event within ten (10) days after such demand) the
Borrower shall, pay to the Administrative Agent, on behalf of the Banks, in same
day funds at the Administrative Agent's office designated in such demand, for
deposit in a special cash collateral account (the "Letter of Credit Collateral
Account") to be maintained in the name of the Administrative Agent (on behalf of
the Banks) and under its sole dominion and control at such place as shall be
designated by the Administrative Agent, an amount equal to the amount of the
Letter of Credit Usage under the Letters of Credit. Interest shall accrue on the
Letter of Credit Collateral Account at a rate equal to the rate on overnight
funds.

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

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

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



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

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

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

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

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

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

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

                      (i) The Administrative Agent may, in its sole discretion,
without notice to the Borrower except as required by law and at any time from
time to time, charge, set off or otherwise apply all or any part of first, (x)
amounts previously drawn on any Letter of Credit that have not been reimbursed
by the Borrower and (y) any Letter of Credit Usage described in clause (ii) of
the definition thereof that are then due and payable and second, any other
unpaid Obligations then due and payable against the Letter of Credit Collateral
Account or any part thereof, in such order as the Administrative Agent shall
elect. The rights of the Administrative Agent under this Section 6.4 are in
addition to any rights and remedies which any Bank may have.

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

               (g) The Administrative Agent shall be deemed to have exercised
reasonable care in the custody and preservation of the Letter of Credit
Collateral if the Letter of Credit



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Collateral is accorded treatment substantially equal to that which the
Administrative Agent accords its own property, it being understood that,
assuming such treatment, the Administrative Agent shall not have any
responsibility or liability with respect thereto.

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

               SECTION 6.5. Distribution of Proceeds after Default.
Notwithstanding anything contained herein to the contrary but subject to the
provisions of Section 9.16 hereof, from and after an Event of Default, to the
extent proceeds are received by Administrative Agent, such proceeds will be
distributed to the Banks pro rata in accordance with the unpaid principal amount
of the Loans (giving effect to any participations granted therein pursuant to
Section 2.3 and Section 9.4).

                                   ARTICLE VII

                                   THE AGENTS

               SECTION 7.1. Appointment and Authorization. Each Bank irrevocably
appoints and authorizes the Administrative Agent to take such action as agent on
its behalf and to exercise such powers under this Agreement and the other Loan
Documents as are delegated to the Administrative Agent by the terms hereof or
thereof, together with all such powers as are reasonably incidental thereto.
Except as set forth in Sections 7.8 and 7.9 hereof, the provisions of this
Article VII are solely for the benefit of Administrative Agent and the Banks,
and Borrower shall not have any rights to rely on or enforce any of the
provisions hereof. In performing its functions and duties under this Agreement,
Administrative Agent shall each act solely as an agent of the Banks and do not
assume and shall not be deemed to have assumed any obligation toward or
relationship of agency or trust with or for the Borrower.

               SECTION 7.2. Agency and Affiliates. Morgan Guaranty Trust Company
of New York, Bank of America, N.A. and The Chase Manhattan Bank each has the
same rights and powers under this Agreement as any other Bank and may exercise
or refrain from exercising the same as though it were not the Administrative
Agent, Syndication Agent or Documentation Agent, as applicable, and Morgan
Guaranty Trust Company of New York, Bank of America, N.A. and The Chase
Manhattan Bank and each of their affiliates may accept deposits from, lend money
to, and generally engage in any kind of business with the Borrower, General
Partner or any Subsidiary or affiliate of the Borrower as if they were not the
Administrative Agent, Syndication Agent or Documentation Agent, as applicable,
hereunder, and the term "Bank" and



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"Banks" shall include each of Morgan Guaranty Trust Company of New York, Bank of
America, N.A. and The Chase Manhattan Bank, each in its individual capacity.

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

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

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

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



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amounts which were theretofore paid by each Bank. Each Agent shall reimburse
such Banks so entitled to reimbursement within two (2) Business Days of its
receipt of such funds from the Borrower or such other party liable therefor.

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

               SECTION 7.8. Successor Agents. The Administrative Agent, the
Documentation Agent or the Syndication Agent may resign at any time by giving
notice thereof to the Banks, the Borrower and each other and the Administrative
Agent, the Documentation Agent or the Syndication Agent, as applicable, shall
resign in the event its Commitment is reduced to less than Ten Million Dollars
($10,000,000) unless as a result of a cancellation or reduction in the aggregate
Commitments. Upon any such resignation, the Majority Banks shall have the right
to appoint a successor Administrative Agent, Documentation Agent or Syndication
Agent, as applicable, which successor Administrative Agent, successor
Documentation Agent or successor Syndication Agent (as applicable) shall,
provided no Event of Default has occurred and is then continuing, be subject to
Borrower's approval, which approval shall not be unreasonably withheld or
delayed. If no successor Administrative Agent, Documentation Agent or
Syndication Agent (as applicable) shall have been so appointed by the Majority
Banks and approved by the Borrower, and shall have accepted such appointment,
within 30 days after the retiring Administrative Agent, Documentation Agent or
Syndication Agent (as applicable) gives notice of resignation, then the retiring
Administrative Agent, retiring Documentation Agent or retiring Syndication Agent
(as applicable) may, on behalf of the Banks, appoint a successor Administrative
Agent, Documentation Agent or Syndication Agent (as applicable), which shall be
the Administrative Agent, Documentation Agent or the Syndication Agent as the
case may be, who shall act until the Majority Banks shall appoint an
Administrative Agent, Documentation Agent or Syndication Agent. Any appointment
of a successor Administrative Agent, Documentation Agent or Syndication Agent by
Majority Banks or the retiring Administrative Agent, Documentation Agent or the
Syndication Agent pursuant to the preceding sentence shall, provided no Event of
Default has occurred and is then continuing, be subject to the Borrower's
approval, which approval shall not be unreasonably withheld or delayed. Upon the
acceptance of its appointment as the Administrative Agent, Documentation Agent
or Syndication Agent hereunder by a successor Administrative Agent, successor
Documentation Agent or successor Syndication Agent, as applicable, such
successor Administrative Agent or successor Syndication Agent, as applicable,
shall thereupon succeed to and become vested with all the rights and duties of
the retiring Administrative Agent, retiring Documentation Agent or retiring
Syndication Agent, as applicable, and the retiring Administrative Agent or the
retiring Syndication Agent, as applicable, shall be discharged from its duties
and obligations hereunder. The rights and duties



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

               SECTION 7.9. Consents and Approvals. All communications from
Administrative Agent to the Banks requesting the Banks' determination, consent,
approval or disapproval (i) shall be given in the form of a written notice to
each Bank, (ii) shall be accompanied by a description of the matter or item as
to which such determination, approval, consent or disapproval is requested, or
shall advise each Bank where such matter or item may be inspected, or shall
otherwise describe the matter or issue to be resolved, (iii) shall include, if
reasonably requested by a Bank and to the extent not previously provided to such
Bank, written materials and a summary of all oral information provided to
Administrative Agent by Borrower in respect of the matter or issue to be
resolved, (iv) shall include Administrative Agent's recommended course of action
or determination in respect thereof ), and (v) shall include the following
clause in capital letters, "FAILURE TO RESPOND TO THIS NOTICE WITHIN THE BANK
REPLY PERIOD SHALL BE DEEMED CONSENT TO THE RECOMMENDATION SET FORTH HEREIN".
Each Bank shall reply promptly, but in any event within ten (10) Business Days
after receipt of the request therefor from Administrative Agent (the "Bank Reply
Period"). Unless a Bank shall give written notice to Administrative Agent that
it objects to the recommendation or determination of Administrative Agent
(together with a written explanation of the reasons behind such objection)
within the Bank Reply Period, such Bank shall be deemed to have approved of or
consented to such recommendation or determination. With respect to decisions
requiring the approval of the Required Banks, Majority Banks or all the Banks,
Administrative Agent shall submit its recommendation or determination for
approval of or consent to such recommendation or determination to all Banks and
upon receiving the required approval or consent (or deemed approval or consent,
as the case may be) shall follow the course of action or determination of the
Required Banks, Majority Banks or all the Banks (and each non-responding Bank
shall be deemed to have concurred with such recommended course of action), as
the case may be.


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                                  ARTICLE VIII

                             CHANGE IN CIRCUMSTANCES

               SECTION 8.1. Basis for Determining Interest Rate Inadequate or
Unfair. If on or prior to the first day of any Interest Period for any
Euro-Dollar Borrowing or Money Market IBOR Loan the Administrative Agent
determines in good faith that deposits in dollars (in the applicable amounts)
are not being offered in the relevant market for such Interest Period, the
Administrative Agent shall forthwith give notice thereof to the Borrower and the
Banks, whereupon until the Administrative Agent notifies the Borrower that the
circumstances giving rise to such suspension no longer exist, the obligations of
the Banks to make Euro-Dollar Loans shall be suspended. Unless the Borrower
notifies the Administrative Agent on or before the second (2nd) Business Day
before, but excluding, the date of (i) any Euro-Dollar Borrowing for which a
Notice of Borrowing has previously been given that it elects not to borrow on
such date, such Borrowing shall instead be made as a Base Rate Borrowing, or
(ii) any Money Market IBOR Borrowing for which a Notice of Money Market
Borrowing has previously been given, the Money Market IBOR Loans comprising such
Borrowing shall bear interest for each day from and including the first day to
but excluding the last day of the Interest Period applicable thereto at the Base
Rate for such day.

               SECTION 8.2. Illegality. If, on or after the date of this
Agreement, the adoption of any applicable law, rule or regulation, or any change
in any applicable law, rule or regulation, or any change in the interpretation
or administration thereof by any governmental authority, central bank or
comparable agency charged with the interpretation or administration thereof, or
compliance by any Bank (or its Euro-Dollar Lending Office) with any request or
directive (whether or not having the force of law) made after the Closing Date
of any such authority, central bank or comparable agency shall make it unlawful
for any Bank (or its Euro-Dollar Lending Office) (x) to make, maintain or fund
its Euro-Dollar Loans, or (y) to participate in any Letter of Credit issued by
the Fronting Bank, or, with respect to the Fronting Bank, to issue a Letter of
Credit, the Administrative Agent shall forthwith give notice thereof to the
other Banks and the Borrower, whereupon until such Bank notifies the Borrower
and the Administrative Agent that the circumstances giving rise to such
suspension no longer exist, the obligation of such Bank in the case of the event
described in clause (x) above to make Euro-Dollar Loans, or in the case of the
event described in clause (y) above, to participate in any Letter of Credit
issued by the Fronting Bank or, with respect to the Fronting Bank, to issue any
Letter of Credit, shall be suspended. With respect to Euro-Dollar Loans, before
giving any notice to the Administrative Agent pursuant to this Section, such
Bank shall designate a different Euro-Dollar Lending Office if such designation
will avoid the need for giving such notice and will not, in the judgment of such
Bank, be otherwise disadvantageous to such Bank. If such Bank shall determine
that it may not lawfully continue to maintain and fund any of its outstanding
Euro-Dollar Loans to maturity and shall so specify in such notice, the Borrower
shall be deemed to have delivered a Notice of Interest Rate Election and such
Euro-Dollar Loan shall be converted as of such date to a Base Rate Loan (without
payment of any amounts that Borrower would otherwise be obligated to pay
pursuant to Section 2.13 hereof with respect to Loans converted pursuant to this
Section 8.2) in



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<PAGE>   84

an equal principal amount from such Bank (on which interest and principal shall
be payable contemporaneously with the related Euro-Dollar Loans of the other
Banks), and such Bank shall make such a Base Rate Loan.

               If at any time, it shall be unlawful for any Bank to make,
maintain or fund its Euro-Dollar Loans, the Borrower shall have the right, upon
five (5) Business Day's notice to the Administrative Agent, to either (x) cause
a bank, reasonably acceptable to the Administrative Agent, to offer to purchase
the Commitments of such Bank for an amount equal to such Bank's outstanding
Loans, together with accrued and unpaid interest thereon, and to become a Bank
hereunder, or obtain the agreement of one or more existing Banks to offer to
purchase the Commitments of such Bank for such amount, which offer such Bank is
hereby required to accept, or (y) to repay in full all Loans then outstanding of
such Bank, together with interest due thereon and any and all fees due
hereunder, upon which event, such Bank's Commitments shall be deemed to be
canceled pursuant to Section 2.11(c).

               SECTION 8.3. Increased Cost and Reduced Return.

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



                                       79
<PAGE>   85

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

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

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



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<PAGE>   86


               SECTION 8.4. Taxes.

               (a) Any and all payments by the Borrower to or for the account of
any Bank or the Administrative Agent hereunder or under any other Loan Document
shall be made free and clear of and without deduction for any and all present or
future taxes, duties, levies, imposts, deductions, charges or withholdings, and
all liabilities with respect thereto, excluding, in the case of each Bank and
the Administrative Agent, taxes imposed on its income, and franchise taxes
imposed on it, by the jurisdiction under the laws of which such Bank or the
Administrative Agent (as the case may be) is organized or any political
subdivision thereof and, in the case of each Bank, taxes imposed on its income,
and franchise or similar taxes imposed on it, by the jurisdiction of such Bank's
Applicable Lending Office or any political subdivision thereof or by any other
jurisdiction (or any political subdivision thereof) as a result of a present or
former connection between such Bank or Administrative Agent and such other
jurisdiction or by the United States (all such non-excluded taxes, duties,
levies, imposts, deductions, charges, withholdings and liabilities being
hereinafter referred to as "Non-Excluded Taxes"). If the Borrower shall be
required by law to deduct any Non-Excluded Taxes from or in respect of any sum
payable hereunder or under any Note or Letter of Credit, (i) the sum payable
shall be increased as necessary so that after making all required deductions
(including, without limitation, deductions applicable to additional sums payable
under this Section 8.4) such Bank, the Fronting Bank or the Administrative Agent
(as the case may be) receives an amount equal to the sum it would have received
had no such deductions been made, (ii) the Borrower shall make such deductions,
(iii) the Borrower shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with applicable law and (iv) the
Borrower shall furnish to the Administrative Agent, at its address referred to
in Section 9.1, the original or a certified copy of a receipt evidencing payment
thereof.

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

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

               (d) Each Bank organized under the laws of a jurisdiction outside
the United States, on or prior to the date of its execution and delivery of this
Agreement in the case of each



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<PAGE>   87

Bank listed on the signature pages hereof and on or prior to the date on which
it becomes a Bank in the case of each other Bank, shall provide the Borrower
with (A) two duly completed copies of Internal Revenue Service form 1001 or
4224, as appropriate, or any successor form prescribed by the Internal Revenue
Service, and (B) an Internal Revenue Service Form W-8 or W-9, or any successor
form prescribed by the Internal Revenue Service, and shall provide Borrower with
two further copies of any such form or certification on or before the date that
any such form or certification expires or becomes obsolete and after the
occurrence of any event requiring a change in the most recent form previously
delivered by it to Borrower, certifying (i) in the case of a Form 1001 or 4224,
that such Bank is entitled to benefits under an income tax treaty to which the
United States is a party which reduces the rate of withholding tax on payments
of interest or certifying that the income receivable pursuant to this Agreement
is effectively connected with the conduct of a trade or business in the United
States, and (ii) in the case of a Form W-8 or W-9, that it is entitled to an
exemption from United States backup withholding tax. If the form provided by a
Bank at the time such Bank first becomes a party to this Agreement indicates a
United States interest withholding tax rate in excess of zero, withholding tax
at such rate shall be considered excluded from "Non-Excluded Taxes" as defined
in Section 8.4(a).

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

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

               (g) If at any time, any Bank shall be owed amounts pursuant to
this Section 8.4, the Borrower shall have the right, upon five (5) Business
Day's notice to the Administrative Agent to either (x) cause a bank, reasonably
acceptable to the Administrative Agent, to offer to purchase the Commitments of
such Bank for an amount equal to such Bank's outstanding Loans, and to become a
Bank hereunder, or to obtain the agreement of one or more existing Banks to
offer to purchase the Commitments of such Bank for such amount, which offer such
Bank is hereby required to accept, or (y) to repay in full all Loans then
outstanding of such Bank, together with interest and all other amounts due
thereon, upon which event, such Bank's Commitment shall be deemed to be canceled
pursuant to Section 2.11(c).



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<PAGE>   88

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

               (a) Borrower shall be deemed to have delivered a Notice of
Interest Rate Election with respect to such affected Euro-Dollar Loans and
thereafter all Loans which would otherwise be made by such Bank as Euro-Dollar
Loans shall be made instead as Base Rate Loans (on which interest and principal
shall be payable contemporaneously with the related Euro-Dollar Loans of the
other Banks), and

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

               (c) Borrower will not be required to make any payment which would
otherwise be required by Section 2.13 with respect to such Euro-Dollar Loans
converted to Base Rate Loans pursuant to clause (a) above.

                                   ARTICLE IX

                                  MISCELLANEOUS

               SECTION 9.1. Notices. All notices, requests and other
communications to any party hereunder shall be in writing (including bank wire,
telex, facsimile transmission followed by telephonic confirmation or similar
writing) and shall be given to such party: (x) in the case of the Borrower or
the Administrative Agent, at its address, telex number or facsimile number set
forth on Exhibit F attached hereto with a duplicate copy thereof, in the case of
the Borrower, to the Borrower, at its address set forth on the signature page
hereof, Attn: General Counsel, (y) in the case of any Bank, at its address,
telex number or facsimile number set forth in its Administrative Questionnaire
or (z) in the case of any party, such other address, telex number or facsimile
number as such party may hereafter specify for the purpose by notice to the
Administrative Agent and the Borrower. Each such notice, request or other
communication shall be effective (i) if given by telex or facsimile
transmission, when such telex or facsimile is transmitted to the telex number or
facsimile number specified in this Section and the appropriate answerback or
facsimile confirmation is received, (ii) if given by certified registered mail,
return receipt requested, with first class postage prepaid, addressed as
aforesaid, upon receipt or refusal to accept delivery, (iii) if given by a
nationally recognized overnight carrier, 24 hours after such communication is
deposited with such carrier with postage prepaid for next day delivery, or (iv)
if given by any other means, when delivered at the address specified in this
Section; provided



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<PAGE>   89

that notices to the Administrative Agent under Article II or Article VIII shall
not be effective until received.

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

               SECTION 9.3. Expenses; Indemnification.

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

               (b) The Borrower agrees to indemnify the Administrative Agent and
each Bank, their respective affiliates and the respective directors, officers,
agents and employees of the foregoing (each an "Indemnitee") and hold each
Indemnitee harmless from and against any and all liabilities, losses, damages,
costs and expenses of any kind, including, without limitation, the reasonable
fees and disbursements of counsel, which may be incurred by such Indemnitee in
connection with any investigative, administrative or judicial proceeding that
may at any time (including, without limitation, at any time following the
payment of the Obligations) be asserted against any Indemnitee, as a result of,
or arising out of, or in any way related to or by reason of, (i) any of the
transactions contemplated by the Loan Documents or the execution, delivery or
performance of any Loan Document, (ii) any violation by the Borrower or the
Environmental



                                       84
<PAGE>   90

Affiliates of any applicable Environmental Law, (iii) any Environmental Claim
arising out of the management, use, control, ownership or operation of property
or assets by the Borrower or any of the Environmental Affiliates, including,
without limitation, all on-site and off-site activities of Borrower or any
Environmental Affiliate involving Materials of Environmental Concern, (iv) the
breach of any environmental representation or warranty set forth herein, but
excluding those liabilities, losses, damages, costs and expenses (a) for which
such Indemnitee has been compensated pursuant to the terms of this Agreement,
(b) incurred solely by reason of the gross negligence, willful misconduct bad
faith or fraud of any Indemnitee as finally determined by a court of competent
jurisdiction, (c) arising from violations of Environmental Laws relating to a
Property which are caused by the act or omission of such Indemnitee after such
Indemnitee takes possession of such Property or (d) owing by such Indemnitee to
any third party based upon contractual obligations of such Indemnitee owing to
such third party which are not expressly set forth in the Loan Documents. In
addition, the indemnification set forth in this Section 9.3(b) in favor of any
director, officer, agent or employee of Administrative Agent or any Bank shall
be solely in their respective capacities as such director, officer, agent or
employee. The Borrower's obligations under this Section shall survive the
termination of this Agreement and the payment of the Obligations. Without
limitation of the other provisions of this Section 9.3, Borrower shall indemnify
and hold each of the Administrative Agent and the Banks free and harmless from
and against all loss, costs (including reasonable attorneys' fees and expenses),
expenses, taxes, and damages (including consequential damages) that the
Administrative Agent and the Banks may suffer or incur by reason of the
investigation, defense and settlement of claims and in obtaining any prohibited
transaction exemption under ERISA or the Code necessary in the Administrative
Agent's reasonable judgment by reason of the inaccuracy of the representations
and warranties, or a breach of the provisions, set forth in Section 4.6(b).

               SECTION 9.4. Sharing of Set-Offs. In addition to any rights now
or hereafter granted under applicable law or otherwise, and not by way of
limitation of any such rights, upon the occurrence and during the continuance of
any Event of Default, each Bank is hereby authorized at any time or from time to
time, without presentment, demand, protest or other notice of any kind to the
Borrower or to any other Person, any such notice being hereby expressly waived,
but subject to the prior consent of the Administrative Agent, which consent
shall not be unreasonably withheld, to set off and to appropriate and apply any
and all deposits (general or special, time or demand, provisional or final) and
any other indebtedness at any time held or owing by such Bank (including,
without limitation, by branches and agencies of such Bank wherever located) to
or for the credit or the account of the Borrower against and on account of the
Obligations of the Borrower then due and payable to such Bank under this
Agreement or under any of the other Loan Documents, including, without
limitation, all interests in Obligations purchased by such Bank. Each Bank
agrees that if it shall by exercising any right of set-off or counterclaim or
otherwise, receive payment of a proportion of the aggregate amount of principal
and interest due with respect to any Note held by it or Letter of Credit
participated in by it or, in the case of the Fronting Bank, Letter of Credit
issued by it, which is greater than the proportion received by any other Bank or
Letter of Credit issued or participated in by such other Bank, the Bank
receiving such proportionately greater payment shall purchase such
participations in the Notes held by the other Banks, and such other adjustments
shall be made, as may be required so



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that all such payments of principal and interest with respect to the Notes held
by the Banks or Letter of Credit issued or participated in by such other Bank
shall be shared by the Banks pro rata; provided that nothing in this Section
shall impair the right of any Bank to exercise any right of set-off or
counterclaim it may have to any deposits not received in connection with the
Loans and to apply the amount subject to such exercise to the payment of
indebtedness of the Borrower other than its indebtedness under the Notes or the
Letters of Credit. The Borrower agrees, to the fullest extent it may effectively
do so under applicable law, that any holder of a participation in a Note or a
Letter of Credit, whether or not acquired pursuant to the foregoing
arrangements, may exercise rights of set-off or counterclaim and other rights
with respect to such participation as fully as if such holder of a participation
were a direct creditor of the Borrower in the amount of such participation.
Notwithstanding anything to the contrary contained herein, any Bank may, by
separate agreement with the Borrower, waive its right to set off contained
herein or granted by law and any such written waiver shall be effective against
such Bank under this Section 9.4.

               SECTION 9.5. Amendments and Waivers. Any provision of this
Agreement or the Notes or the Letters of Credit or other Loan Documents may be
amended or waived if, but only if, such amendment or waiver is in writing and is
signed by the Borrower and the Majority Banks (and, if the rights or duties of
the Administrative Agent, the Syndication Agent, the Documentation Agent or the
Swingline Lender in their capacity as Administrative Agent, Syndication Agent,
Documentation Agent or the Swingline Lender, as applicable, are affected
thereby, by the Administrative Agent, the Syndication Agent, the Documentation
Agent or the Swingline Lender, as applicable); provided that (A) no amendment or
waiver of the provisions of, or waiver of a default under, Article V (including,
without limitation, any of the definitions of the defined terms used in Article
V or any change in the notice and cure periods, if any, described in Section 6.1
and applicable to defaults under Article V), other than the provisions of
Section 5.8(h) requiring Majority Bank consent, shall be effective unless signed
(or otherwise consented to) by the Borrower and the Required Banks and (B) no
amendment or waiver with respect to this Agreement, the Notes, the Letters of
Credit or any other Loan Documents shall, unless signed by all the Banks, (i)
increase or decrease the Commitment of any Bank (except for a ratable decrease
in the Commitments of all Banks) or subject any Bank to any additional
obligation, (ii) reduce the principal of or rate of interest on any Loan or any
fees hereunder, (iii) postpone the date fixed for any payment of principal of or
interest on any Loan or any fees hereunder or for any reduction or termination
of any Commitment, (iv) change the percentage of the Commitments or of the
aggregate unpaid principal amount of the Notes, or the number of Banks, which
shall be required for the Banks or any of them to take any action under this
Section or any other provision of this Agreement, (v) release the Guaranty or
(vi) modify the provisions of this Section 9.5, and (C) no amendment or waiver
of the provisions of Section 2.12(a) (as it relates to the Borrower's payment of
Loans and fees hereunder by not later than 12:00 P.M. (New York City time) on
the date when due) shall be binding upon a Designating Lender as to any Money
Market Loans then outstanding.



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               SECTION 9.6. Successors and Assigns.

               (a) The provisions of this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns, except that the Borrower may not assign or otherwise transfer any of
its rights under this Agreement or the other Loan Documents without the prior
written consent of all Banks and the Administrative Agent and a Bank may not
assign or otherwise transfer any of its interest under this Agreement except as
permitted in subsection (b) and (c) of this Section 9.6.

               (b) Prior to the occurrence of an Event of Default, any Bank may
at any time, grant to an existing Bank, one or more banks, finance companies,
insurance companies or other financial institutions (a "Participant") in minimum
amounts of not less than $5,000,000 (or any lesser amount in the case of
participations to an existing Bank) participating interests in its Commitment or
any or all of its Loans. After the occurrence and during the continuance of an
Event of Default, any Bank may at any time grant to any Person in any amount
(also a "Participant"), participating interests in its Commitment or any or all
of its Loans. Any participation made during the continuation of an Event of
Default shall not be affected by the subsequent cure of such Event of Default.
In the event of any such grant by a Bank of a participating interest to a
Participant, whether or not upon notice to the Borrower and the Administrative
Agent, such Bank shall remain responsible for the performance of its obligations
hereunder, and the Borrower and the Administrative Agent shall continue to deal
solely and directly with such Bank in connection with such Bank's rights and
obligations under this Agreement. Any agreement pursuant to which any Bank may
grant such a participating interest shall provide that such Bank shall retain
the sole right and responsibility to enforce the obligations of the Borrower
hereunder including, without limitation, the right to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such
participation agreement may provide that such Bank will not agree to any
modification, amendment or waiver of this Agreement described in clause (i),
(ii), (iii), (iv) or (v) of Section 9.5 without the consent of the Participant.
The Borrower agrees that each Participant shall, to the extent provided in its
participation agreement, be entitled to the benefits of Article VIII with
respect to its participating interest.

               (c) Any Bank may at any time assign to a Qualified Institution
(in each case, an "Assignee") (i) prior to the occurrence of an Event of
Default, in minimum amounts of not less than Five Million Dollars ($5,000,000)
and integral multiple of One Million Dollars ($1,000,000) thereafter (or any
lesser amount in the case of assignments to an existing Bank) and (ii) after the
occurrence and during the continuance of an Event of Default, in any amount, all
or a proportionate part of all, of its rights and obligations under this
Agreement, the Notes and the other Loan Documents, and, in either case, such
Assignee shall assume such rights and obligations, pursuant to a Transfer
Supplement in substantially the form of Exhibit "E" hereto executed by such
Assignee and such transferor Bank; provided, that if no Event of Default shall
have occurred and be continuing, such assignment shall be subject to the
Administrative Agent's and the Borrower's consent, which consent shall not be
unreasonably withheld or delayed; and provided further that if an Assignee is an
affiliate of such transferor Bank or was a Bank



                                       87
<PAGE>   93

immediately prior to such assignment, no such consent shall be required; and
provided further that such assignment may, but need not, include rights of the
transferor Bank in respect of outstanding Money Market Loans. Upon execution and
delivery of such instrument and payment by such Assignee to such transferor Bank
of an amount equal to the purchase price agreed between such transferor Bank and
such Assignee, such Assignee shall be a Bank party to this Agreement and shall
have all the rights and obligations of a Bank with a Commitment as set forth in
such instrument of assumption, and no further consent or action by any party
shall be required and the transferor Bank shall be released from its obligations
hereunder to a corresponding extent. Upon the consummation of any assignment
pursuant to this subsection (c), the transferor Bank, the Administrative Agent
and the Borrower shall make appropriate arrangements so that, if required, a new
Note is issued to the Assignee. In connection with any such assignment (other
than an assignment by a Bank to an affiliate), the transferor Bank shall pay to
the Administrative Agent an administrative fee for processing such assignment in
the amount of $2,500. If the Assignee is not incorporated under the laws of the
United States of America or a state thereof, it shall deliver to the Borrower
and the Administrative Agent certification as to exemption from deduction or
withholding of any United States federal income taxes in accordance with Section
8.4. Any assignment made during the continuation of an Event of Default shall
not be affected by any subsequent cure of such Event of Default.

               (d) Any Bank (each, a "Designating Lender") may at any time
designate one Designated Lender to fund Money Market Loans on behalf of such
Designating Lender subject to the terms of this Section 9.6(d) and the
provisions in Section 9.6(b) and (c) shall not apply to such designation. No
Bank may designate more than one (1) Designated Lender at any one time. The
parties to each such designation shall execute and deliver to the Administrative
Agent for its acceptance a Designation Agreement. Upon such receipt of an
appropriately completed Designation Agreement executed by a Designating Lender
and a designee representing that it is a Designated Lender, the Administrative
Agent will accept such Designation Agreement and will give prompt notice thereof
to the Borrower, whereupon, (i) the Borrower shall execute and deliver to the
Designating Lender a Designated Lender Note payable to the order of the
Designated Lender, (ii) from and after the effective date specified in the
Designation Agreement, the Designated Lender shall become a party to this
Agreement with a right (subject to the provisions of Section 2.4) to make Money
Market Loans on behalf of its Designating Lender pursuant to the Designation
Agreement after the Borrower has accepted a Money Market Loan (or portion
thereof) of the Designating Lender, and (iii) the Designated Lender shall not be
required to make payments with respect to any obligations in this Agreement
except to the extent of excess cash flow of such Designated Lender which is not
otherwise required to repay obligations of such Designated Lender which are then
due and payable; provided, however, that regardless of such designation and
assumption by the Designated Lender, the Designating Lender shall be and remain
obligated to the Borrower, the Administrative Agent, the Managing Agents, the
Co-Agents and the Banks for each and every of the obligations of the
Designating Lender and its related Designated Lender with respect to this
Agreement, including, without limitation, any indemnification obligations under
Section 7.6 hereof and any sums otherwise payable to the Borrower by the
Designated Lender. Each Designating Lender shall serve as the administrative
agent of the Designated Lender and shall on behalf of, and to the exclusion of,
the Designated



                                       88
<PAGE>   94

Lender: (i) receive any and all payments made for the benefit of the Designated
Lender and (ii) give and receive all communications and notices and take all
actions hereunder, including, without limitation, votes, approvals, waivers,
consents and amendments under or relating to this Agreement and the other Loan
Documents. Any such notice, communication, vote, approval, waiver, consent or
amendment shall be signed by the Designating Lender as administrative agent for
the Designated Lender and shall not be signed by the Designated Lender on its
own behalf and shall be binding upon the Designated Lender to the same extent as
if signed by the Designated Lender on its own behalf. The Borrower, the
Administrative Agent, the Managing Agents, the Co-Agents and the Banks may rely
thereon without any requirement that the Designated Lender sign or acknowledge
the same. No Designated Lender may assign or transfer all or any portion of its
interest hereunder or under any other Loan Document, other than assignments
to the Designating Lender which originally designated such Designated Lender or
otherwise in accordance with the provisions of Section 9.6 (b) and (c).

               (e) Any Bank may at any time assign all or any portion of its
rights under this Agreement and its Note and the Letter(s) of Credit
participated in by such Bank or, in the case of the Fronting Bank, issued by it,
to a Federal Reserve Bank. No such assignment shall release the transferor Bank
from its obligations hereunder.

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

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

               (h) Anything in this Agreement to the contrary notwithstanding,
so long as no Event of Default shall have occurred and be continuing, no Bank
shall be permitted to enter into an assignment of, or sell a participation
interest in, its rights and obligations hereunder which would result in such
Bank holding a Commitment without participants of less than Five Million Dollars
($5,000,000) (or in the case of each of the Administrative Agent or the
Syndication Agent, Ten Million Dollars ($10,000,000)) unless as a result of a
cancellation or reduction of the aggregate Commitments; provided, however, that
no Bank shall be prohibited from assigning its entire Commitment so long as such
assignment is otherwise permitted under this Section 9.6.

               SECTION 9.7. Collateral. Each of the Banks represents to the
Administrative Agent and each of the other Banks that it in good faith is not
relying upon any "margin stock" (as



                                       89
<PAGE>   95

defined in Regulation U) as collateral in the extension or maintenance of the
credit provided for in this Agreement.

               SECTION 9.8. Governing Law; Submission to Jurisdiction. (a) THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE
PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW).

               (b) Any legal action or proceeding with respect to this Agreement
or any other Loan Document and any action for enforcement of any judgment in
respect thereof may be brought in the courts of the State of New York or of the
United States of America for the Southern District of New York, and, by
execution and delivery of this Agreement, the Borrower hereby accepts for itself
and in respect of its property, generally and unconditionally, the non-
exclusive jurisdiction of the aforesaid courts and appellate courts from any
thereof. The Borrower irrevocably consents to the service of process out of any
of the aforementioned courts in any such action or proceeding by the hand
delivery, or mailing of copies thereof by registered or certified mail, postage
prepaid, to the Borrower at its address set forth below. The Borrower hereby
irrevocably waives any objection which it may now or hereafter have to the
laying of venue of any of the aforesaid actions or proceedings arising out of or
in connection with this Agreement or any other Loan Document brought in the
courts referred to above and hereby further irrevocably waives and agrees not to
plead or claim in any such court that any such action or proceeding brought in
any such court has been brought in an inconvenient forum. Nothing herein shall
affect the right of the Administrative Agent to serve process in any other
manner permitted by law or to commence legal proceedings or otherwise proceed
against the Borrower in any other jurisdiction.

               SECTION 9.9. Counterparts; Integration; Effectiveness. This
Agreement may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon
the same instrument. This Agreement constitutes the entire agreement and
understanding among the parties hereto and supersedes any and all prior
agreements and understandings, oral or written, relating to the subject matter
hereof. This Agreement shall become effective upon receipt by the Administrative
Agent and the Borrower of counterparts hereof signed by each of the parties
hereto (or, in the case of any party as to which an executed counterpart shall
not have been received, receipt by the Administrative Agent in form satisfactory
to it of telegraphic, telex or other written confirmation from such party of
execution of a counterpart hereof by such party).

               SECTION 9.10. WAIVER OF JURY TRIAL. EACH OF THE BORROWER, THE
ADMINISTRATIVE AGENT, THE SYNDICATION AGENT AND THE BANKS HEREBY IRREVOCABLY
WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


                                       90
<PAGE>   96

               SECTION 9.11. Survival. All indemnities set forth herein shall
survive the execution and delivery of this Agreement and the other Loan
Documents and the making and repayment of the Loans hereunder.

               SECTION 9.12. Domicile of Loans. Each Bank may transfer and carry
its Loans at, to or for the account of any domestic or foreign branch office,
subsidiary or affiliate of such Bank.

               SECTION 9.13. Limitation of Liability. No claim may be made by
the Borrower or any other Person acting by or through Borrower against the
Administrative Agent, the Syndication Agent, the Documentation Agent or any Bank
or the affiliates, directors, officers, employees, attorneys or agent of any of
them for any punitive damages in respect of any claim for breach of contract or
any other theory of liability arising out of or related to the transactions
contemplated by this Agreement or by the other Loan Documents, or any act,
omission or event occurring in connection therewith; and the Borrower hereby
waives, releases and agrees not to sue upon any claim for any such damages,
whether or not accrued and whether or not known or suspected to exist in its
favor.

               SECTION 9.14. Recourse Obligation. This Agreement and the
Obligations hereunder are fully recourse to the Borrower. Notwithstanding the
foregoing, no recourse under or upon any obligation, covenant, or agreement
contained in this Agreement shall be had against (i) any officer, director,
shareholder or employee of the Borrower or General Partner or (ii) any general
partner of Borrower other than General Partner, in each case except in the event
of fraud or misappropriation of funds on the part of such officer, director,
shareholder or employee or such general partner.

               SECTION 9.15. Confidentiality. The Administrative Agent, the
Syndication Agent, the Documentation Agent, the Joint Lead Arrangers and Joint
Bookmanagers, the Managing Agents, Co-Agents and each Bank shall use reasonable
efforts to assure that information about Borrower, General Partner and its
Subsidiaries and Investment Affiliates, and the Properties thereof and their
operations, affairs and financial condition, not generally disclosed to the
public, which is furnished to Administrative Agent, the Syndication Agent, the
Documentation Agent, the Joint Lead Arrangers and Joint Bookmanagers, the
Managing Agents, the Co-Agents or any Bank pursuant to the provisions hereof or
any other Loan Document is used only for the purposes of this Agreement and
shall not be divulged to any Person other than the Administrative Agent, the
Banks, and their affiliates and respective officers, directors, employees and
agents who are actively and directly participating in the evaluation,
administration or enforcement of the Loan and other transactions between such
Bank and the Borrower, except: (a) to their attorneys and accountants, (b) in
connection with the enforcement of the rights and exercise of any remedies of
the Administrative Agent and the Banks hereunder and under the other Loan
Documents, (c) in connection with assignments and participations and the
solicitation of prospective assignees and participants referred to in Section
9.6 hereof, who have agreed in writing to be bound by a confidentiality
agreement substantially equivalent to the terms of this Section 9.15, and (d) as
may otherwise be required or requested by any regulatory authority



                                       91
<PAGE>   97

having jurisdiction over the Administrative Agent or any Bank or by any
applicable law, rule, regulation or judicial process (but only to the extent not
in violation, conflict or inconsistent with the applicable regulatory
requirement, request, summons or subpoena); provided, however, that in the event
a Bank receives a summons or subpoena to disclose confidential information to
any party, such Bank shall, if legally permitted, endeavor to notify Borrower
thereof as soon as possible after receipt of such request, summons or subpoena
and Borrower shall be afforded an opportunity to seek protective orders, or such
other confidential treatment of such disclosed information, as Borrower and
Administrative Agent may deem reasonable.

               SECTION 9.16. Bank's Failure to Fund.

               (a) If a Bank does not advance to Administrative Agent such
Bank's Pro Rata Share of a Loan in accordance herewith, then neither
Administrative Agent nor the other Banks shall be required or obligated to fund
such Bank's Pro Rata Share of such Loan.

               (b) As used herein, the following terms shall have the meanings
set forth below:

                      (i) "Defaulting Bank" shall mean any Bank which (x) does
not advance to the Administrative Agent such Bank's Pro Rata Share of a Loan in
accordance herewith for a period of five (5) Business Days after notice of such
failure from Administrative Agent, (y) shall otherwise fail to perform such
Bank's obligations under the Loan Documents (including, without limitation, the
obligation to purchase participations pursuant to Section 2.3) for a period of
five (5) Business Days after notice of such failure from Administrative Agent,
or (z) shall fail to pay the Administrative Agent or any other Bank, as the case
may be, upon demand, such Bank's Pro Rata Share of any costs, expenses or
disbursements incurred or made by the Administrative Agent pursuant to the terms
of the Loan Documents for a period of five (5) Business Days after notice of
such failure from Administrative Agent, and in all cases, such failure is not as
a result of a good faith dispute as to whether such advance is properly required
to be made pursuant to the provisions of this Agreement, or as to whether such
other performance or payment is properly required pursuant to the provisions of
this Agreement.

                      (ii) "Junior Creditor" means any Defaulting Bank which has
not (x) fully cured each and every default on its part under the Loan Documents
and (y) unconditionally tendered to the Administrative Agent such Defaulting
Bank's Pro Rata Share of all costs, expenses and disbursements required to be
paid or reimbursed pursuant to the terms of the Loan Documents.

                      (iii) "Payment in Full" means, as of any date, the receipt
by the Banks who are not Junior Creditors of an amount of cash, in lawful
currency of the United States, sufficient to indefeasibly pay in full all Senior
Debt.

                      (iv) "Senior Debt" means (x) collectively, any and all
indebtedness, obligations and liabilities of the Borrower to the Banks who are
not Junior Creditors from time to



                                       92
<PAGE>   98

time, whether fixed or contingent, direct or indirect, joint or several, due or
not due, liquidated or unliquidated, determined or undetermined, arising by
contract, operation of law or otherwise, whether on open account or evidenced by
one or more instruments, and whether for principal, premium, interest
(including, without limitation, interest accruing after the filing of a petition
initiating any proceeding referred to in Section 6.1(f) or (g)), reimbursement
for fees, indemnities, costs, expenses or otherwise, which arise under, in
connection with or in respect of the Loans or the Loan Documents, and (y) any
and all deferrals, renewals, extensions and refundings of, or amendments,
restatements, rearrangements, modifications or supplements to, any such
indebtedness, obligation or liability.

                      (v) "Subordinated Debt" means (x) any and all
indebtedness, obligations and liabilities of Borrower to one or more Junior
Creditors from time to time, whether fixed or contingent, direct or indirect,
joint or several, due or not due, liquidated or unliquidated, determined or
undetermined, arising by contract, operation of law or otherwise, whether on
open account or evidenced by one or more instruments, and whether for principal,
premium, interest (including, without limitation, interest accruing after the
filing of a petition initiating any proceeding referred to in Section 6.1(f) or
(g)), reimbursement for fees, indemnities, costs, expenses or otherwise, which
arise under, in connection with or in respect of the Loans or the Loan
Documents, and (y) any and all deferrals, renewals, extensions and refundings
of, or amendments, restatements, rearrangements, modifications or supplements
to, any such indebtedness, obligation or liability.

               (c) Immediately upon a Bank's becoming a Junior Creditor and
until such time as such Bank shall have cured all applicable defaults, no Junior
Creditor shall, prior to Payment in Full of all Senior Debt:

                      (i) accelerate, demand payment of, sue upon, collect, or
receive any payment upon, in any manner, or satisfy or otherwise discharge, any
Subordinated Debt, whether for principal, interest and otherwise;

                      (ii) take or enforce any Liens to secure Subordinated Debt
or attach or levy upon any assets of Borrower, to enforce any Subordinated Debt;

                      (iii) enforce or apply any security for any Subordinated
Debt; or

                      (iv) incur any debt or liability, or the like, to, or
receive any loan, return of capital, advance, gift or any other property, from,
the Borrower.

               (d) In the event of:

                      (i) any insolvency, bankruptcy, receivership, liquidation,
dissolution, reorganization, readjustment, composition or other similar
proceeding relating to Borrower;



                                       93
<PAGE>   99

                      (ii) any liquidation, dissolution or other winding-up of
the Borrower, voluntary or involuntary, whether or not involving insolvency,
reorganization or bankruptcy proceedings;

                      (iii) any assignment by the Borrower for the benefit of
creditors;

                      (iv) any sale or other transfer of all or substantially
all assets of the Borrower; or

                      (v) any other marshaling of the assets of the Borrower;

each of the Banks shall first have received Payment in Full of all Senior Debt
before any payment or distribution, whether in cash, securities or other
property, shall be made in respect of or upon any Subordinated Debt. Any payment
or distribution, whether in cash, securities or other property that would
otherwise be payable or deliverable in respect of Subordinated Debt to any
Junior Creditor but for this Agreement shall be paid or delivered directly to
the Administrative Agent for distribution to the Banks in accordance with this
Agreement until Payment in Full of all Senior Debt. If any Junior Creditor
receives any such payment or distribution, it shall promptly pay over or deliver
the same to the Administrative Agent for application in accordance with the
preceding sentence.

               (e) Each Junior Creditor shall file in any bankruptcy or other
proceeding of Borrower in which the filing of claims is required by law, all
claims relating to Subordinated Debt that such Junior Creditor may have against
Borrower and assign to the Banks who are not Junior Creditors all rights of such
Junior Creditor thereunder. If such Junior Creditor does not file any such claim
prior to forty-five (45) days before the expiration of the time to file such
claim, Administrative Agent, as attorney-in-fact for such Junior Creditor, is
hereby irrevocably authorized to do so in the name of such Junior Creditor or,
in Administrative Agent's sole discretion, to assign the claim to a nominee and
to cause proof of claim to be filed in the name of such nominee. The foregoing
power of attorney is coupled with an interest and cannot be revoked. The
Administrative Agent shall, to the exclusion of each Junior Creditor, have the
sole right, subject to Section 9.5 hereof, to accept or reject any plan proposed
in any such proceeding and to take any other action that a party filing a claim
is entitled to take. In all such cases, whether in administration, bankruptcy or
otherwise, the Person or Persons authorized to pay such claim shall pay to
Administrative Agent the amount payable on such claim and, to the full extent
necessary for that purpose, each Junior Creditor hereby transfers and assigns to
the Administrative Agent all of the Junior Creditor's rights to any such
payments or distributions to which Junior Creditor would otherwise be entitled.

               (f) (i) If any payment or distribution of any character or any
security, whether in cash, securities or other property, shall be received by
any Junior Creditor in contravention of any of the terms hereof, such payment or
distribution or security shall be received in trust for the benefit of, and
shall promptly be paid over or delivered and transferred to, Administrative
Agent for application to the payment of all Senior Debt, to the



                                       94
<PAGE>   100

extent necessary to achieve Payment in Full. In the event of the failure of any
Junior Creditor to endorse or assign any such payment, distribution or security,
Administrative Agent is hereby irrevocably authorized to endorse or assign the
same as attorney-in-fact for such Junior Creditor.

                      (ii) Each Junior Creditor shall take such action
(including, without limitation, the execution and filing of a financing
statement with respect to this Agreement and the execution, verification,
delivery and filing of proofs of claim, consents, assignments or other
instructions that Administrative Agent may require from time to time in order to
prove or realize upon any rights or claims pertaining to Subordinated Debt or to
effectuate the full benefit of the subordination contained herein) as may, in
Administrative Agent's sole and absolute discretion, be necessary or desirable
to assure the effectiveness of the subordination effected by this Agreement.

               (g) (i) Each Bank that becomes a Junior Creditor understands and
acknowledges by its execution hereof that each other Bank is entering into this
Agreement and the Loan Documents in reliance upon the absolute subordination in
right of payment and in time of payment of Subordinated Debt to Senior Debt as
set forth herein.

                      (ii) Only upon the Payment in Full of all Senior Debt
shall any Junior Creditor be subrogated to any remaining rights of the Banks
which are not Defaulting Banks to receive payments or distributions of assets of
the Borrower made on or applicable to any Senior Debt.

                      (iii) Each Junior Creditor agrees that it will deliver all
instruments or other writings evidencing any Subordinated Debt held by it to
Administrative Agent, promptly after request therefor by the Administrative
Agent.

                      (iv) No Junior Creditor may at any time sell, assign or
otherwise transfer any Subordinated Debt, or any portion thereof, including,
without limitation, the granting of any Lien thereon, unless and until
satisfaction of the requirements of Section 9.6 above and the proposed
transferee shall have assumed in writing the obligation of the Junior Creditor
to the Banks under this Agreement, in a form acceptable to the Administrative
Agent.

                      (v) If any of the Senior Debt, should be invalidated,
avoided or set aside, the subordination provided for herein nevertheless shall
continue in full force and effect and, as between the Banks which are not
Defaulting Banks and all Junior Creditors, shall be and be deemed to remain in
full force and effect.

                      (vi) Each Junior Creditor hereby irrevocably waives, in
respect of Subordinated Debt, all rights (x) under Sections 361 through 365,
502(e) and 509 of the Bankruptcy Code (or any similar sections hereafter in
effect under any other Federal or state laws or legal or equitable principles
relating to bankruptcy, insolvency, reorganizations, liquidations or otherwise
for the relief of debtors or protection of creditors), and (y) to seek or obtain
conversion to a different type of proceeding or to seek or obtain dismissal of a
proceeding, in each case in



                                       95
<PAGE>   101

relation to a bankruptcy, reorganization, insolvency or other proceeding under
similar laws with respect to the Borrower. Without limiting the generality of
the foregoing, each Junior Creditor hereby specifically waives (A) the right to
seek to give credit (secured or otherwise) to the Borrower in any way under
Section 364 of the Bankruptcy Code unless the same is subordinated in all
respects to Senior Debt in a manner acceptable to Administrative Agent in its
sole and absolute discretion and (B) the right to receive any collateral
security (including, without limitation, any "super priority" or equal or
"priming" or replacement Lien) for any Subordinated Debt unless the Banks which
are not Defaulting Banks have received a senior position acceptable to the Banks
in their sole and absolute discretion to secure all Senior Debt (in the same
collateral to the extent collateral is involved).

               (h) (i) In addition to and not in limitation of the subordination
effected by this Section 9.16, the Administrative Agent and each of the Banks
which are not Defaulting Banks may in their respective sole and absolute
discretion, also exercise any and all other rights and remedies available at law
or in equity in respect of a Defaulting Bank; and

                      (ii) The Administrative Agent shall give each of the Banks
notice of the occurrence of a default under this Section 9.16 by a Defaulting
Bank and if the Administrative Agent and/or one or more of the other Banks
shall, at their option, fund any amounts required to be paid or advanced by a
Defaulting Bank, the other Banks who have elected not to fund any portion of
such amounts shall not be liable for any reimbursements to the Administrative
Agent and/or to such other funding Banks.

               (i) Notwithstanding anything to the contrary contained or implied
herein, a Defaulting Bank shall not be entitled to vote on any matter as to
which a vote by the Banks is required hereunder, including, without limitation,
any actions or consents on the part of the Administrative Agent as to which the
approval or consent of all the Banks or the Required Banks or Majority Banks is
required under Article VIII, Section 9.5 or elsewhere, so long as such Bank is a
Defaulting Bank; provided, however, that in the case of any vote requiring the
unanimous consent of the Banks, if all the Banks other than the Defaulting Bank
shall have voted in accordance with each other, then the Defaulting Bank shall
be deemed to have voted in accordance with such Banks.

               (j) Each of the Administrative Agent and any one or more of the
Banks which are not Defaulting Banks may, at their respective option, (i)
advance to the Borrower such Bank's Pro Rata Share of the Loans not advanced by
a Defaulting Bank in accordance with the Loan Documents, or (ii) pay to the
Administrative Agent such Bank's Pro Rata Share of any costs, expenses or
disbursements incurred or made by the Administrative Agent pursuant to the terms
of this Agreement not theretofore paid by a Defaulting Bank. Immediately upon
the making of any such advance by the Administrative Agent or any one of the
Banks, such Bank's Pro Rata Share and the Pro Rata Share of the Defaulting Bank
shall be recalculated to reflect such advance. All payments, repayments and
other disbursements of funds by the Administrative Agent to Banks shall
thereupon and, at all times thereafter be made in accordance with such



                                       96
<PAGE>   102

Bank's recalculated Pro Rata Share unless and until a Defaulting Bank shall
fully cure all defaults on the part of such Defaulting Bank under the Loan
Documents or otherwise existing in respect of the Loans or this Agreement, at
which time the Pro Rata Share of the Bank(s) which advanced sums on behalf of
the Defaulting Bank and of the Defaulting Bank shall be restored to their
original percentages.

               SECTION 9.17. Banks' ERISA Covenant. Each Bank, by its signature
hereto or on the applicable Transfer Supplement, hereby agrees (a) that on the
date any Loan is disbursed hereunder no portion of such Bank's Pro Rata Share of
such Loan will constitute "assets" within the meaning of 29 C.F.R. Section
2510.3-101 of an "employee benefit plan" within the meaning of Section 3(3) of
ERISA or a "plan" within the meaning of Section 4975(e)(1) of the Code, and (b)
that following such date such Bank shall not allocate such Bank's Pro Rata Share
of any Loan to an account of such Bank if such allocation (i) by itself would
cause such Pro Rata Share of such Loan to then constitute "assets" (within the
meaning of 29 C.F.R. Section 2510.3-101) of an "employee benefit plan" within
the meaning of Section 3(3) of ERISA or a "plan" within the meaning of Section
4975(e)(1) of the Code and (ii) by itself would cause such Loan to constitute a
prohibited transaction under ERISA or the Code (which is not exempt from the
restrictions of Section 406 of ERISA and Section 4975 of the Code and the taxes
and penalties imposed by Section 4975 of the Code and Section 502(i) of ERISA)
or any Agent or Bank being deemed in violation of Section 404 of ERISA.

               SECTION 9.18. Managing Agents and Co-Agents. Borrower, the Agents
and each Bank acknowledges and agrees that the obligations of the Managing
Agents and the Co- Agents hereunder shall be limited to those obligations that
are expressly set forth herein, if any, and the Managing Agents and the
Co-Agents shall not be required to take any action or assume any liability
except as may be required in each of their capacity as a Bank hereunder.
Borrower, the Agents and each Bank agrees that the indemnifications set forth
herein for the benefit of the Agents shall also run to the benefit of the
Managing Agents and the Co-Agents to the extent the Managing Agents and/or any
Agent incurs any loss, cost or damage arising from its capacity as the Managing
Agents or as a Co-Agent.

               SECTION 9.19. No Bankruptcy Proceedings. Each of the Borrower,
the Banks, the Administrative Agent, the Joint Lead Arrangers and the Joint
Bookmanagers hereby agrees that it will not institute against any Designated
Lender or join any other Person in instituting against any Designated Lender any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding
under any federal or state bankruptcy or similar law, until the later to occur
of (i) one year and one day after the payment in full of the latest maturing
commercial paper note issued by such Designated Lender and (ii) the Maturity
Date.

               SECTION 9.20. Optional Increase in Commitments. At any time,
provided no Event of Default shall have occurred and be continuing, the Borrower
may, if it so elects, increase the aggregate amount of the Commitments, either
by designating a Qualified Institution



                                       97
<PAGE>   103

not theretofore a Bank to become a Bank (such designation to be effective only
with the prior written consent of the Administrative Agent, which consent will
not be unreasonably withheld) and/or by agreeing with an existing Bank or Banks
that such Bank's Commitment shall be increased. Upon execution and delivery by
the Borrower and such Bank or other financial institution of an instrument in
form reasonably satisfactory to the Administrative Agent, such existing Bank
shall have a Commitment as therein set forth or such other financial institution
shall become a Bank with a Commitment as therein set forth and all the rights
and obligations of a Bank with such a Commitment hereunder; provided that:

               (a) the Borrower shall provide prompt notice of such increase to
the Administrative Agent, who shall promptly notify the Banks; and

               (b) the amount of such increase, together with all other
increases in the aggregate amount of the Commitments pursuant to this Section
9.20 since the date of this Agreement, does not cause the Facility Amount to
exceed $700,000,000.

Upon any increase in the aggregate amount of the Commitments pursuant to this
Section 9.20, within five Business Days ( in the case of any Base Rate Loans
then outstanding) or at the end of the then current Interest Period with respect
thereto (in the case of any Euro-Dollar Loans then outstanding), as applicable,
each Bank's Pro Rata Share shall be recalculated to reflect such increase in the
Commitments and the outstanding principal balance of the Loans shall be
reallocated among the Banks such that the outstanding principal amount of Loans
owed to each Bank shall be equal to such Bank's Pro Rata Share (as
recalculated). All payments, repayments and other disbursements of funds by the
Administrative Agent to Banks shall thereupon and, at all times thereafter be
made in accordance with each Bank's recalculated Pro Rata Share.




                                       98
<PAGE>   104


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


                        AMB PROPERTY, L.P.
                        a Delaware limited partnership

                        By:  AMB PROPERTY CORPORATION,
                             a Maryland corporation and its sole general partner


                             By:_________________________________________
                             Name: Carlie Headapohl
                             Title: Vice President

                        Facsimile number: (415) 394-9001
                        Address: 505 Montgomery Street
                                 San Francisco, California 94111
                                 Attn: Chief Financial Officer



TOTAL COMMITMENTS: $500,000,000




                                       S-1
<PAGE>   105



                             MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
                             as Administrative Agent and a Bank


                             By:__________________________________
                             Name:
                             Title:

                             Commitment: $45,000,000

                             60 Wall Street
                             New York, New York 10260-0060
                             Attention: R. David Stone
                             Telephone Number: (212) 648-1291
                             Telecopy Number: (212) 648-5018

                             Domestic and Euro-Dollar Lending Office
                             c/o J.P. Morgan Securities Inc.
                             500 Stanton Christiana Road
                             Newark, DE 19713-2107
                             Attention: Nancy Douglas
                             Telephone Number: (302) 634-4189
                             Telecopy Number: (302) 634-4222





                                       S-2
<PAGE>   106


                             BANK OF AMERICA, N.A.,
                             as Syndication Agent and as a Bank


                             By:_________________________________
                             Name:
                             Title:

                             Commitment: $45,000,000








                                       S-3
<PAGE>   107


                             THE CHASE MANHATTAN BANK,
                             as Documentation Agent and as a Bank


                             By:__________________________________
                             Name:
                             Title:

                             Commitment: $45,000,000








                                       S-4
<PAGE>   108



                             J.P. MORGAN SECURITIES, INC.,
                             as Joint Lead Arranger and Joint Bookmanager


                             By:__________________________________
                             Name:
                             Title:










                                       S-5
<PAGE>   109


                             BANC OF AMERICA SECURITIES LLC,
                             as Joint Lead Arranger and Joint Bookmanager


                             By:__________________________________
                             Name:
                             Title:








                                       S-6
<PAGE>   110



                             BANK ONE, NA,
                             as Managing Agent and as a Bank


                             By:__________________________________
                             Name:
                             Title:

                             Commitment: $40,000,000







                                       S-7
<PAGE>   111



                             COMMERZBANK AKTIENGESELLSCHAFT
                             NEW YORK AND GRAND CAYMAN BRANCHES,
                             as Managing Agent and as a Bank


                             By:__________________________________
                             Name:
                             Title:


                             By:__________________________________
                             Name:
                             Title:


                             Commitment: $40,000,000








                                       S-8
<PAGE>   112


                             PNC BANK, NATIONAL ASSOCIATION,
                             as Managing Agent and as a Bank


                             By:__________________________________
                             Name:
                             Title:

                             Commitment: $40,000,000








                                       S-9
<PAGE>   113


                             WACHOVIA BANK, N.A.,
                             as Managing Agent and as a Bank


                             By:__________________________________
                             Name:
                             Title:

                             Commitment: $40,000,000








                                      S-10
<PAGE>   114


                             BANKERS TRUST COMPANY,
                             as Co-Agent and as a Bank


                             By:__________________________________
                             Name:
                             Title:

                             Commitment: $27,500,000







                                      S-11
<PAGE>   115


                             DRESDNER BANK AG, NEW YORK AND GRAND
                             CAYMAN BRANCHES, as Co-Agent and as a Bank


                             By:__________________________________
                             Name:
                             Title:


                             By:__________________________________
                             Name:
                             Title:


                             Commitment: $27,500,000







                                      S-12
<PAGE>   116


                             UNION BANK OF CALIFORNIA, N.A.
                             as a Bank


                             By:__________________________________
                             Name:
                             Title:


                             Commitment: $20,000,000







                                      S-13
<PAGE>   117


                             FIRST UNION BANK,
                             as a Bank


                             By:__________________________________
                             Name:
                             Title:


                             Commitment: $20,000,000







                                      S-14
<PAGE>   118


                             AMSOUTH BANK,
                             as a Bank


                             By:__________________________________
                             Name:
                             Title:


                             Commitment: $20,000,000







                                      S-15
<PAGE>   119


                             THE INDUSTRIAL BANK OF JAPAN, LIMITED,
                             as a Bank


                             By:__________________________________
                             Name:
                             Title:


                             Commitment: $20,000,000







                                      S-16
<PAGE>   120



                             CITIZENS BANK OF MASSACHUSETTS,
                             as a Bank


                             By:__________________________________
                             Name:
                             Title:


                             Commitment: $20,000,000







                                      S-17
<PAGE>   121


                             CHEVY CHASE BANK, FSB,
                             as a Bank


                             By:__________________________________
                             Name:
                             Title:


                             Commitment: $20,000,000







                                      S-18
<PAGE>   122


                             THE NORTHERN TRUST COMPANY,
                             as a Bank


                             By:__________________________________
                             Name:
                             Title:


                             Commitment: $20,000,000







                                      S-19
<PAGE>   123


                             CHANG HWA COMMERCIAL BANK, LTD.,
                             LOS ANGELES BRANCH, as a Bank


                             By:__________________________________
                             Name:
                             Title:


                             Commitment: $10,000,000







                                      S-20
<PAGE>   124
                                    EXHIBIT A

                                      NOTE

                                                              New York, New York
                                                                    May 24, 2000


               For value received, AMB PROPERTY, L.P., a Delaware limited
partnership (the "Borrower"), promises to pay to the order of ____________ (the
"Bank") the unpaid principal amount of each Loan made by the Bank to the
Borrower pursuant to the Credit Agreement referred to below on the maturity date
provided for in the Credit Agreement. The Borrower further promises to pay
interest on the unpaid principal amount of each such Loan from the date advanced
until such principal amount is paid in full on the dates and at the rate or
rates provided for in the Credit Agreement. All such payments of principal and
interest shall be made in lawful money of the United States in Federal or other
immediately available funds to Morgan Guaranty Trust Company of New York for the
account of the Bank, pursuant to the following wire transfer instructions:

                    Morgan Guaranty Trust Company of New York
                                ABA # 021-000-238
                              Account # 999-99-090
                         Attention: Loan Department #24
                          Reference: AMB Property, L.P.

               All Loans made by the Bank, the respective types and maturities
thereof and all repayments of the principal thereof shall be recorded by the
Bank and, if the Bank so elects in connection with any transfer or enforcement
hereof, appropriate notations to evidence the foregoing information with respect
to each such Loan then outstanding may be endorsed by the Bank on the schedule
attached hereto, or on a continuation of such schedule attached to and made a
part hereof; provided that the failure of the Bank to make any such recordation
or endorsement shall not affect the obligations of the Borrower hereunder or
under the Credit Agreement.

               This note is one of the Notes referred to in, and is executed and
delivered pursuant to and subject to all of the terms of, the Revolving Credit
Agreement, dated as of the date hereof, among the Borrower, the banks listed on
the signature pages thereof, Morgan Guaranty Trust Company of New York, as
Administrative Agent, Bank of America, N.A., as Syndication Agent, The Chase
Manhattan Bank, as Documentation Agent, J.P. Morgan Securities Inc. and Banc of
America Securities LLC, as Joint Lead Arrangers and Joint Bookmanagers, Bank
One, NA, Commerzbank Aktiengesellschaft New York and Grand Cayman Branches, PNC
Bank, National Association, and Wachovia Bank, N.A., as Managing Agents, and
Bankers Trust Company and Dresdner Bank AG, New York and Grand Cayman Branches,
as Co-Agents (as the same may be amended from time to time, the "Credit
Agreement"). Capitalized terms used herein but not

<PAGE>   125

otherwise defined shall have the meanings ascribed to them in the Credit
Agreement. The terms and conditions of the Credit Agreement are hereby
incorporated in their entirety by reference as though fully set forth herein.
Upon the occurrence of certain Events of Default as more particularly described
in the Credit Agreement, the unpaid principal amount evidenced by this Note
shall become, and upon the occurrence and during the continuance of certain
other Events of Default, such unpaid principal amount may be declared to be, due
and payable in the manner, upon the conditions and with the effect provided in
the Credit Agreement.

               Demand, presentment, diligence, protest and notice of nonpayment
are hereby waived by the Borrower.

               THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.

                            [SIGNATURE PAGE FOLLOWS]



                                        2

<PAGE>   126

                           AMB PROPERTY, L.P.,
                           a Delaware limited partnership

                           By:  AMB Property Corporation, a Maryland corporation
                                and its sole general partner


                                By:
                                       -----------------------------------------
                                       Name:
                                       Title:



Signature Page to Note from AMB Property, L.P. in favor of ________________.



                                       S-1

<PAGE>   127

                                  Note (cont'd)


                         LOANS AND PAYMENTS OF PRINCIPAL


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
                                                   Amount of
                 Amount of        Type of          Principal        Maturity        Notation
Date             Loan             Loan             Repaid           Date            Made By
<S>              <C>              <C>              <C>              <C>             <C>





</TABLE>

<PAGE>   128

                                   EXHIBIT A-1

                                      NOTE

                                                              New York, New York
                                                               ________ __, 2000


               For value received, AMB PROPERTY, L.P., a Delaware limited
partnership (the "Borrower"), promises to pay to the order of ____________ (the
"Bank") the unpaid principal amount of each Loan made by the Bank to the
Borrower pursuant to the Credit Agreement referred to below on the maturity date
provided for in the Credit Agreement. The Borrower further promises to pay
interest on the unpaid principal amount of each such Loan from the date advanced
until such principal amount is paid in full on the dates and at the rate or
rates provided for in the Credit Agreement. All such payments of principal and
interest shall be made in lawful money of the United States in Federal or other
immediately available funds to Morgan Guaranty Trust Company of New York for the
account of the Bank, pursuant to the following wire transfer instructions:

                    Morgan Guaranty Trust Company of New York
                                ABA # 021-000-238
                              Account # 999-99-090
                         Attention: Loan Department #24
                          Reference: AMB Property, L.P.

               All Loans made by the Bank, the respective types and maturities
thereof and all repayments of the principal thereof shall be recorded by the
Bank and, if the Bank so elects in connection with any transfer or enforcement
hereof, appropriate notations to evidence the foregoing information with respect
to each such Loan then outstanding may be endorsed by the Bank on the schedule
attached hereto, or on a continuation of such schedule attached to and made a
part hereof; provided that the failure of the Bank to make any such recordation
or endorsement shall not affect the obligations of the Borrower hereunder or
under the Credit Agreement.

               This note is one of the Designated Lender Notes referred to in,
and is executed and delivered pursuant to and subject to all of the terms of,
the Revolving Credit Agreement, dated as of the date hereof, among the Borrower,
the banks listed on the signature pages thereof, Morgan Guaranty Trust Company
of New York, as Administrative Agent, Bank of America, N.A., as Syndication
Agent, The Chase Manhattan Bank, as Documentation Agent, and J.P. Morgan
Securities Inc. and Banc of America Securities LLC, as Joint Lead Arrangers and
Joint Bookmanagers, Bank One, NA, Commerzbank Aktiengesellschaft New York and
Grand Cayman Branches, PNC Bank, National Association, and Wachovia Bank, N.A.,
as Managing Agents, and Bankers Trust Company and Dresdner Bank AG, New York and
Grand Cayman Branches, as Co-Agents (as the same may be amended from time to
time, the "Credit Agreement").



                                        3

<PAGE>   129

Capitalized terms used herein but not otherwise defined shall have the meanings
ascribed to them in the Credit Agreement. The terms and conditions of the Credit
Agreement are hereby incorporated in their entirety by reference as though fully
set forth herein. Upon the occurrence of certain Events of Default as more
particularly described in the Credit Agreement, the unpaid principal amount
evidenced by this Note shall become, and upon the occurrence and during the
continuance of certain other Events of Default, such unpaid principal amount may
be declared to be, due and payable in the manner, upon the conditions and with
the effect provided in the Credit Agreement.

               Demand, presentment, diligence, protest and notice of nonpayment
are hereby waived by the Borrower.

               THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.

                            [SIGNATURE PAGE FOLLOWS]



                                        4

<PAGE>   130

                           AMB PROPERTY, L.P.,
                           a Delaware limited partnership

                           By:  AMB Property Corporation, a Maryland corporation
                                and its sole general partner


                                By:
                                       -----------------------------------------
                                       Name:
                                       Title:



                                       S-1

<PAGE>   131

                                  Note (cont'd)


                         LOANS AND PAYMENTS OF PRINCIPAL



<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
                                                   Amount of
                 Amount of        Type of          Principal        Maturity        Notation
Date             Loan             Loan             Repaid           Date            Made By
<S>              <C>              <C>              <C>              <C>             <C>





</TABLE>




<PAGE>   132

                                    EXHIBIT B

                       Form of Money Market Quote Request


                                                                          [Date]

To:            Morgan Guaranty Trust Company of New York (the "Administrative
               Agent")

From:          AMB Property, L.P.

Re:            Revolving Credit Agreement (the "Credit Agreement") dated as of
               May 24, 2000 among AMB Property, L.P., the Banks parties thereto,
               the Administrative Agent, Bank of America, N.A., as Syndication
               Agent, The Chase Manhattan Bank, as Documentation Agent, J.P.
               Morgan Securities Inc. and Banc of America Securities LLC, as
               Joint Lead Arrangers and Joint Bookmanagers, Bank One, NA,
               Commerzbank Aktiengesellschaft New York and Grand Cayman
               Branches, PNC Bank, National Association, and Wachovia Bank,
               N.A., as Managing Agents, and Bankers Trust Company and Dresdner
               Bank AG, New York and Grand Cayman Branches, as Co-Agents

               We hereby give notice pursuant to Section 2.4 of the Credit
Agreement that we request Money Market Quotes for the following proposed Money
Market Borrowing(s):


Date of Borrowing:  __________________

<TABLE>
<CAPTION>
Principal Amount*                   Interest Period**
----------------                    ---------------
<S>                                 <C>

$
</TABLE>

               Such Money Market Quotes should offer a Money Market [Margin]
[Absolute Rate]. [The applicable base rate is the Interbank Offered Rate.]

               Money Market Loans in the amount of $_____________ are currently
outstanding.

               Terms used herein have the meanings assigned to them in the
Credit Agreement.

----------

*       Amount must be $5,000,000 or a larger multiple of $1,000,000, with all
        outstanding Money Market Loans not to exceed $200,000,000.

**      Not less than 30 days (LIBOR Auction) or not less than 14 days (Absolute
        Rate Auction), subject to the provisions of the definition of Interest
        Period.

<PAGE>   133

                           AMB PROPERTY, L.P.,
                           a Delaware limited partnership

                           By:  AMB Property Corporation, a Maryland corporation
                                and its sole general partner


                                By:
                                     -------------------------------------------
                                     Name:
                                     Title:



                                        2

<PAGE>   134

                                           EXHIBIT C

                          Form of Invitation for Money Market Quotes


To:     [Name of Bank]

Re:     Invitation for Money Market Quotes to AMB Property, L.P. (the
        "Borrower")


               Pursuant to Section 2.4 of the Revolving Credit Agreement, dated
as of May 24, 2000, among AMB Property, L.P., the Banks parties thereto, the
undersigned, as Administrative Agent, Bank of America, N.A., as Syndication
Agent, The Chase Manhattan Bank, as Documentation Agent, J.P. Morgan Securities
Inc. and Banc of America Securities LLC, as Joint Lead Arrangers and Joint
Bookmanagers, Bank One, NA, Commerzbank Aktiengesellschaft New York and Grand
Cayman Branches, PNC Bank, National Association, and Wachovia Bank, N.A., as
Managing Agents, and Bankers Trust Company and Dresdner Bank AG, New York and
Grand Cayman Branches, as Co-Agents, we are pleased on behalf of the Borrower to
invite you to submit Money Market Quotes to the Borrower for the following
proposed Money Market Borrowing(s):


Date of Borrowing:  __________________

<TABLE>
<CAPTION>
Principal Amount                    Interest Period
----------------                    ---------------
<S>                                 <C>

$
</TABLE>


               Such Money Market Quotes should offer a Money Market [Margin]
[Absolute Rate]. [The applicable base rate is the Interbank Offered Rate.]

               Please respond to this invitation by no later than [2:00 P.M.]
[9:30 A.M.] (New York City time) on [date].

                                        MORGAN GUARANTY TRUST COMPANY OF
                                        NEW YORK, as
                                        Administrative Agent


                                        By:
                                             -----------------------------------
                                             Authorized Officer



                                        3

<PAGE>   135

                                    EXHIBIT D

                           Form of Money Market Quote


To:     Morgan Guaranty Trust Company of New York, as Administrative Agent

Re:     Money Market Quote to AMB Property, L.P. (the "Borrower")

               In response to your invitation on behalf of the Borrower dated
_____________, 200_, we hereby make the following Money Market Quote on the
following terms:

1.      Quoting Bank:  ________________________________

2.      Person to contact at Quoting Bank:
        _____________________________

3.      Date of Borrowing: ____________________ *

4.      We hereby offer to make Money Market Loan(s) in the following principal
        amounts, for the following Interest Periods and at the following rates:

<TABLE>
<CAPTION>
Principal      Interest       Money Market
Amount**       Period***     [Margin****] [Absolute Rate*****]
--------       ---------     ---------------------------------
<S>            <C>           <C>

$

$
</TABLE>

        [Provided, that the aggregate principal amount of Money Market Loans for
        which the above offers may be accepted shall not exceed
        $____________.]**

                      We understand and agree that the offer(s) set forth above,
        subject to the satisfaction of the applicable conditions set forth in
        the Revolving Credit Agreement, dated as of May 24, 2000, among AMB
        Property, L.P., the Banks parties thereto, Bank of America, N.A., as
        Syndication Agent, The Chase Manhattan Bank, as Documentation Agent,
        J.P. Morgan Securities Inc. and Banc of America Securities LLC, as Joint
        Lead Arrangers and Joint Bookmanagers, Bank One, NA, Commerzbank
        Aktiengesellschaft New York and Grand Cayman Branches, PNC Bank,
        National Association, and Wachovia Bank, N.A., as Managing Agents, and
        Bankers Trust Company and Dresdner Bank AG, New York and Grand Cayman
        Branches, as Co-Agents, and yourselves, as Administrative Agent,
        irrevocably obligates us to make the Money Market Loan(s) for which any
        offer(s) are accepted, in whole or in part.

<PAGE>   136

                                            Very truly yours,

                                            [NAME OF BANK]


Dated:                                      By:
        ---------------                           ------------------------------
                                                  Authorized Officer



----------

*       As specified in the related Invitation.

**      Principal amount bid for each Interest Period may not exceed principal
        amount requested. Specify aggregate limitation if the sum of the
        individual offers exceeds the amount the Bank is willing to lend. Bids
        must be made for $5,000,000 or a larger multiple of $100,000.

***     Not less than 14 days, as specified in the related Invitation. No more
        than two bids are permitted for each Interest Period.

****    Margin over or under the Interbank Offered Rate determined for the
        applicable Interest Period. Specify percentage (to the nearest 1/10,000
        of 1%) and specify whether "PLUS" or "MINUS".

*****   Specify rate of interest per annum (to the nearest 1/10,000th of 1%).



                                        2

<PAGE>   137

                                    EXHIBIT E

                               TRANSFER SUPPLEMENT


               TRANSFER SUPPLEMENT (this "Transfer Supplement") dated as of
__________, 199__ between __________________ (the "Assignor") and
__________________ having an address at ____________________ (the "Purchasing
Bank").

                              W I T N E S S E T H:

               WHEREAS, the Assignor has made loans to AMB Property, L.P., a
Delaware limited partnership (the "Borrower"), pursuant to the Revolving Credit
Agreement, dated as of May 24, 2000 (as the same may be amended, supplemented or
otherwise modified through the date hereof, the "Credit Agreement"), among the
Borrower, the banks party thereto, Morgan Guaranty Trust Company of New York, as
Administrative Agent, Bank of America, N.A., as Syndication Agent, The Chase
Manhattan Bank, as Documentation Agent, J.P. Morgan Securities Inc. and Banc of
America Securities LLC, as Joint Lead Arrangers and Joint Bookmanagers, Bank
One, NA, Commerzbank Aktiengesellschaft New York and Grand Cayman Branches, PNC
Bank, National Association, and Wachovia Bank, N.A., as Managing Agents, and
Bankers Trust Company and Dresdner Bank AG, New York and Grand Cayman Branches,
as Co-Agents. All capitalized terms used and not otherwise defined herein shall
have the respective meanings set forth in the Credit Agreement;

               WHEREAS, the Purchasing Bank desires to purchase and assume from
the Assignor, and the Assignor desires to sell and assign to the Purchasing
Bank, certain rights, title, interest and obligations under the Credit
Agreement;

               NOW, THEREFORE, IT IS AGREED:

               1. In consideration of the amount set forth in the receipt (the
"Receipt") given by Assignor to Purchasing Bank of even date herewith, and
transferred by wire to Assignor, the Assignor hereby assigns and sells, without
recourse, representation or warranty except as specifically set forth herein, to
the Purchasing Bank, and the Purchasing Bank hereby purchases and assumes from
the Assignor, a __% interest (the "Purchased Interest") of the Loans
constituting a portion of the Assignor's rights and obligations under the Credit
Agreement as of the Effective Date (as defined below) including, without
limitation, such percentage interest of the Assignor in any Loans owing to the
Assignor, any Note held by the Assignor, any Loan Commitment of the Assignor and
any other interest of the Assignor under any of the Loan Documents.

               2. The Assignor (i) represents and warrants that as of the date
hereof the aggregate outstanding principal amount of its share of the Loans
owing to it (without giving

<PAGE>   138

effect to assignments thereof which have not yet become effective) is $________;
(ii) represents and warrants that it is the legal and beneficial owner of the
interests being assigned by it hereunder and that such interests are free and
clear of any adverse claim; (iii) represents and warrants that it has not
received any notice of Default or Event of Default from the Borrower; (iv)
represents and warrants that is has full power and authority to execute and
deliver, and perform under, this Transfer Supplement, and all necessary
corporate and/or partnership action has been taken to authorize, and all
approvals and consents have been obtained for, the execution, delivery and
performance thereof; (v) represents and warrants that this Transfer Supplement
constitutes its legal, valid and binding obligation enforceable in accordance
with its terms; (vi) makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations (or
the truthfulness or accuracy thereof) made in or in connection with the Credit
Agreement, or the other Loan Documents or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Credit Agreement, or
the other Loan Documents or any other instrument or document furnished pursuant
thereto; and (vii) makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Borrower or the
performance or observance by the Borrower of any of its obligations under the
Credit Agreement or the other Loan Documents or any other instrument or document
furnished pursuant thereto. Except as specifically set forth in this Paragraph
2, this assignment shall be without recourse to Assignor.

               3. The Purchasing Bank (i) confirms that it has received a copy
of the Credit Agreement, and the other Loan Documents, together with such
financial statements and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Transfer Supplement and to become a party to the Credit Agreement, and has not
relied on any statements made by Assignor; (ii) agrees that it will,
independently and without reliance upon any of the Administrative Agent, the
Documentation Agent, the Syndication Agent, the Assignor or any other Bank and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own appraisal of and investigation into the business,
operations, property, prospects, financial and other conditions and
creditworthiness of the Borrower and will make its own credit analysis,
appraisals and decisions in taking or not taking action under the Credit
Agreement, and the other Loan Documents; (iii) appoints and authorizes the
Administrative Agent, the Documentation Agent and the Syndication Agent to take
such action as agent on its behalf and to exercise such powers under the Credit
Agreement, and the other Loan Documents as are delegated to such agents by the
terms thereof, together with such powers as are incidental thereto; (iv) agrees
that it will be bound by and perform in accordance with their terms all of the
obligations which by the terms of the Credit Agreement are required to be
performed by it as a Bank; (v) specifies as its addresses for notices, its
Domestic Lending Office and its Eurodollar Lending office, the addresses and
offices set forth beneath its name on the signature page hereof; (vi) represents
and warrants that it has full power and authority to execute and deliver, and
perform under, this Transfer Supplement, and all necessary corporate and/or
partnership action has been taken to authorize, and all approvals and consents
have been obtained for, the execution, delivery and performance thereof; (vii)
represents and warrants that this Transfer Supplement constitutes its legal,
valid and binding obligation



                                        2

<PAGE>   139

enforceable in accordance with its terms; and (viii) represents and warrants
that the interest being assigned hereunder is being acquired by it for its own
account, for investment purposes only and not with a view to the public
distribution thereof and without any present intention of its resale in either
case that would be in violation of applicable securities laws.

               4. This Transfer Supplement shall be effective on the date (the
"Effective Date") on which all of the following have occurred (i) it shall have
been executed and delivered by the parties hereto, (ii) copies hereof shall have
been delivered to the Administrative Agent and the Borrower, (iii) the
Purchasing Bank shall have received an original Note, and (iv) the Purchasing
Bank shall have paid to the Assignor the agreed purchase price as set forth in
the Receipt.

               5. On and after the Effective Date, (i) the Purchasing Bank shall
be a party to the Credit Agreement and, to the extent provided in this Transfer
Supplement, have the rights and obligations of a Bank thereunder and be entitled
to the benefits and rights of the Banks thereunder and (ii) the Assignor shall,
to the extent provided in this Transfer Supplement as to the Purchased Interest,
relinquish its rights and be released from its obligations under the Credit
Agreement.

               6. From and after the Effective Date, the Assignor shall cause
the Administrative Agent to make all payments under the Credit Agreement, and
the Notes in respect of the Purchased Interest assigned hereby (including,
without limitation, all payments of principal, fees and interest with respect
thereto and any amounts accrued but not paid prior to such date) to the
Purchasing Bank.

               7. This Transfer Supplement may be executed in any number of
counterparts which, when taken together, shall be deemed to constitute one and
the same instrument.

               8. Assignor hereby represents and warrants to Purchasing Bank
that it has made all payments demanded to date by Morgan Guaranty Trust Company
of New York, as Administrative Agent, in connection with the Assignor's Pro Rata
Share of the obligation to reimburse the Agent for its expenses and made all
Loans required. In the event Morgan Guaranty Trust Company of New York, as
Administrative Agent, shall demand reimbursement for fees and expenses from
Purchasing Bank for any period prior to the Effective Date, Assignor hereby
agrees to promptly pay Morgan Guaranty Trust Company of New York, as
Administrative Agent, such sums directly, subject, however, to Paragraph 12
hereof.

               9. Assignor will, at the cost of Assignor, and without expense to
Purchasing Bank, do, execute, acknowledge and deliver all and every such further
acts, deeds, conveyances, assignments, notices of assignments, transfers and
assurances as Purchasing Bank shall, from time to time, reasonably require, for
the better assuring, conveying, assigning, transferring and confirming unto
Purchasing Bank the property and rights hereby given, granted, bargained, sold,
aliened, enfeoffed, conveyed, confirmed, assigned and/or intended now or
hereafter so to be, on



                                        3

<PAGE>   140

which Assignor may be or may hereafter become bound to convey or assign to
Purchasing Bank, or for carrying out the intention or facilitating the
performance of the terms of this Agreement or for filing, registering or
recording this Agreement.

               10. The parties agree that no broker or finder was instrumental
in bringing about this transaction. Each party shall indemnify, defend the other
and hold the other free and harmless from and against any damages, costs or
expenses (including, but not limited to, reasonable attorneys' fees and
disbursements) suffered by such party arising from claims by any broker or
finder that such broker or finder has dealt with said party in connection with
this transaction.

               11. Subject to the provisions of Paragraph 12 hereof, if, with
respect to the Purchased Interest only, Assignor shall on or after the Effective
Date receive (a) any cash, note, securities, property, obligations or other
consideration in respect of or relating to the Loan or the Loan Documents or
issued in substitution or replacement of the Loan or the Loan Documents, (b) any
cash or non-cash consideration in any form whatsoever distributed, paid or
issued in any bankruptcy proceeding in connection with the Loan or the Loan
Documents or (c) any other distribution (whether by means of repayment,
redemption, realization of security or otherwise), Assignor shall accept the
same as Purchasing Bank's agent and hold the same in trust on behalf of and for
the benefit of Purchasing Bank, and shall deliver the same forthwith to
Purchasing Bank in the same form received, with the endorsement (without
recourse) of Assignor when necessary or appropriate. If the Assignor shall fail
to deliver any funds received by it within the same Business Day of receipt,
unless such funds are received by Assignor after 4:00 p.m., Eastern Standard
Time, then the following Business Day after receipt, said funds shall accrue
interest at the Federal Funds Rate and in addition to promptly remitting said
amount, Assignor shall remit such interest from the date received to the date
such amount is remitted to the Purchasing Bank.

               12. Assignor and Purchasing Bank each hereby agree to indemnify
and hold harmless the other, each of its directors and each of its officers in
connection with any claim or cause of action based on any matter or claim based
on the acts of either while acting as a Bank under the Credit Agreement.
Promptly after receipt by the indemnified party under this Section of notice of
the commencement of any action, such indemnified party shall notify the
indemnifying party in writing of the commencement thereof. If any such action
is brought against any indemnified party and that party notifies the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein, and to the extent that it may elect by written
notice delivered to the indemnified party promptly after receiving the aforesaid
notice from such indemnified party, to assume the defense thereof, with counsel
satisfactory to such indemnified party, and after receipt of notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party will not be liable to such indemnified
party under this Section for any legal or other expenses subsequently incurred
by such indemnified party in connection with the defense thereof. In no event
shall the indemni-



                                       4
<PAGE>   141

fied party settle or consent to a settlement of such cause of action or claim
without the consent of the indemnifying party.

               13. THIS TRANSFER SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY
THE LAWS OF THE STATE OF NEW YORK.

               14. On or promptly after the Effective Date, Borrower,
Administrative Agent, Assignor and Purchasing Bank shall make appropriate
arrangements so that a Note executed by Borrower, dated the Effective Date is
issued to Purchasing Bank.

               [15. On or before the Effective Date, Purchasing Bank shall
comply with the provisions of Section 8.4(d) of the Credit Agreement.] [Include
only if Purchasing Bank is a foreign institution.]

                                            [Purchasing Bank]


                                            By:
                                                --------------------------------
                                                Name:
                                                Title:

                                            Notice Address:
                                            Domestic Lending Office:
                                            Eurodollar Lending Office:

                                            [Assignor]


                                            By:
                                                --------------------------------
                                                Name:
                                                Title:

Receipt Acknowledged this ____ day of _________, 200_:

MORGAN GUARANTY TRUST
COMPANY OF NEW YORK,
as Administrative Agent

By:
     -------------------------------
     Name:
     Title:



                                        5

<PAGE>   142

                                    EXHIBIT F

                                NOTICE ADDRESSES


Borrower:
Bank of America, N.A.                  Joint Lead Arranger and Joint Bookmanager
505 Montgomery Street                   Banc of America Securities LLC
San Francisco, California 94111        50 California Street, 12th Floor
Attn:  Chief Financial Officer         San Francisco, California 94111
Facsimile:  (415) 394-9001             Attn: Juliana Matson
                                       Facsimile: (415) 445-4571
Administrative Agent:
Morgan Guaranty Trust Company of
  New York
60 Wall Street
New York, New York  10260-0060
Attn:  David Stone
Facsimile:  (212) 648-5018

Documentation Agent:
The Chase Manhattan Bank
380 Madison Avenue, 10th Floor
New York, New York
Attn: John Mix
Facsimile: (212) 270-3513

Syndication Agent
Bank of America, N.A.
600 Montgomery Street
San Francisco, California 94104
Attn: Donald Moses
Facsimile: (415) 913-3445

Joint Lead Arranger and Joint Bookmanager
J.P. Morgan Securities, Inc.
60 Wall Street
New York, New York  10260-0060
Attn:  Jenny Lee
Facsimile:  (212) 648-5016

<PAGE>   143

                                    EXHIBIT G


                          FORM OF DESIGNATION AGREEMENT

                           Dated _____________, 200__


        Reference is made to that certain Revolving Credit Agreement, dated as
of May 24, 2000 (as amended, supplemented or otherwise modified from time to
time, the "Credit Agreement") among AMB PROPERTY, L.P., the banks parties
thereto, and MORGAN GUARANTY TRUST COMPANY OF NEW YORK (the "Administrative
Agent"), as Administrative Agent. Terms defined in the Credit Agreement are used
herein with the same meaning.

        [NAME OF DESIGNOR] (the "Designor"), [NAME OF DESIGNEE] (the
"Designee"), and the Administrative Agent agree as follows:

        1. The Designor hereby designates the Designee, and the Designee hereby
accepts such designation, to have a right to make Money Market Loans pursuant to
Article III of the Credit Agreement. Any assignment by Designor to Designee of
its rights to make a Money Market Loan pursuant to such Article III shall be
effective at the time of the funding of such Money Market Loan and not before
such time.

        2. Except as set forth in Section 7 below, the Designor makes no
representation or warranty and assumes no responsibility pursuant to this
Designation Agreement with respect to (a) any statements, warranties or
representations made in or in connection with any Loan Document or the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of any Loan Document or any other instrument and document furnished pursuant
thereto and (b) the financial condition of the Borrower or the performance or
observance by the Borrower of any of its obligations under any Loan Document or
any other instrument or document furnished pursuant thereto.

        3. The Designee (a) confirms that it has received a copy of each Loan
Document, together with copies of the financial statements referred to in
Articles IV and V of the Credit Agreement and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Designation Agreement; (b) agrees that it will
independently and without reliance upon the Administrative Agent, the Designor
or any other Bank and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under any Loan Document; (c) confirms that it is a Designated
Lender; (d) appoints and authorizes the Administrative Agent to take such
action as agent on its behalf and to exercise such powers and discretion under
any Loan Document as are delegated to the Administrative Agent by the terms
thereof, together with such powers and discretion as are reasonably incidental
thereto; and (e) agrees to be



                                        1

<PAGE>   144

bound by each and every provision of each Loan Document and further agrees that
it will perform in accordance with their terms all of the obligations which by
the terms of any Loan Document are required to be performed by it as a Bank.

        4. The Designee hereby appoints Designor as Designee's agent and
attorney in fact, and grants to Designor an irrevocable power of attorney, to
receive payments made for the benefit of Designee under the Credit Agreement, to
deliver and receive all communications and notices under the Credit Agreement
and other Loan Documents and to exercise on Designee's behalf all rights to vote
and to grant and make approvals, waivers, consents of amendments to or under the
Credit Agreement or other Loan Documents. Any document executed by the Designor
on the Designee's behalf in connection with the Credit Agreement or other Loan
Documents shall be binding on the Designee. The Borrower, the Administrative
Agent and each of the Banks may rely on and are beneficiaries of the preceding
provisions.

        5. Following the execution of this Designation Agreement by the Designor
and its Designee, it will be delivered to the Administrative Agent for
acceptance and recording by the Administrative Agent. The effective date for
this Designation Agreement (the "Effective Date") shall be the date of
acceptance hereof by the Administrative Agent, unless otherwise specified on the
signature page thereto.

        6. The Administrative Agent hereby agrees that it will not institute
against any Designated Lender or join any other Person in instituting against
any Designated Lender any bankruptcy, reorganization, arrangement, insolvency
or liquidation proceeding under any federal or state bankruptcy or similar law,
until the later to occur of (i) one year and one day after the payment in full
of the latest maturing commercial paper note issued by such Designated Lender
and (ii) the Maturity Date.

        7. The Designor unconditionally agrees to pay or reimburse the Designee
and save the Designee harmless against all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever which may be imposed or asserted by any of the
parties to the Loan Documents against the Designee, in its capacity as such, in
any way relating to or arising out of this Agreement or any other Loan Documents
or any action taken or omitted by the Designee hereunder or thereunder, provided
that the Designor shall not be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements if the same results from the Designee's gross
negligence or willful misconduct.

        8. Upon such acceptance and recording by the Administrative Agent, as of
the Effective Date, the Designee shall be a party to the Credit Agreement with a
right (subject to the provisions of Section 2.4(b)) to make Money Market Loans
as a Bank pursuant to Section 2.4 of the Credit Agreement and the rights and
obligations of a Bank related thereto; provided, however, that the Designee
shall not be required to make payments with respect to such obligations except
to the extent of excess cash flow of such Designee which is not otherwise



                                        2

<PAGE>   145

required to repay obligations of such Designated Lender which are then due and
payable. Notwithstanding the foregoing, the Designor, as administrative agent
for the Designee, shall be and remain obligated to the Borrower and the Banks
for each and every of the obligations of the Designee and its Designor with
respect to the Credit Agreement, including, without limitation, any
indemnification obligations under Section 7.6 of the Credit Agreement and any
sums otherwise payable to the Borrower by the Designee.

        9. This Designation Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.

        10. This Designation Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement. Delivery of an executed
counterpart of a signature page to this Designation Agreement by facsimile
transmission shall be effective as delivery of a manually executed counterpart
of this Designation Agreement.



                                        3

<PAGE>   146

        IN WITNESS WHEREOF, the Designor and the Designee, intending to be
legally bound, have caused this Designation Agreement to be executed by their
officers thereunto duly authorized as of the date first above written.

Effective Date:                              ________________________, 200__


                                             [NAME OF DESIGNOR], as Designor


                                             By:
                                                --------------------------------
                                             Title:
                                                   -----------------------------

                                             [NAME OF DESIGNEE] as Designee


                                             By:
                                                --------------------------------
                                             Title:
                                                   -----------------------------

                                             Applicable Lending Office (and
                                             address for notices):

                                                         [ADDRESS]

Accepted this _____ day
of ________, 200_

MORGAN GUARANTY TRUST
  COMPANY OF NEW YORK,
as Administrative Agent


By:
   --------------------------------
Title:
      -----------------------------



                                        4
</TEXT>
</DOCUMENT>
