SEC Filing | Simon Property Group, L.P.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2004

SIMON PROPERTY GROUP, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State of incorporation or organization)

001-14469

(Commission File No.)

046268599
(I.R.S. Employer Identification No.)

National City Center
115 West Washington Street, Suite 15 East
Indianapolis, Indiana 46204
(Address of principal executive offices)

(317) 636-1600
(Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ý NO o

Indicate by check mark whether Registrant is an accelerated filer (as defined by Rule 12b-2 of the Securities Exchange Act of 1934). YES ý NO o

As of October 29, 2004, 221,155,173 shares of common stock, par value $0.0001 per share, 8,000 shares of Class B common stock, par value $0.0001 per share, and 4,000 shares of Class C common stock, par value $0.0001 per share of Simon Property Group, Inc. were outstanding.

SIMON PROPERTY GROUP, INC.

FORM 10-Q

INDEX

			Page
Part I — Financial Information
	Item 1.	Unaudited Financial Statements
	Simon Property Group, Inc.:
		Balance Sheets as of September 30, 2004 and December 31, 2003	3
		Statements of Operations and Comprehensive Income for the three-month and nine-month periods ended September 30, 2004 and 2003	4
		Statements of Cash Flows for the nine-month periods ended September 30, 2004 and 2003	5
		Condensed Notes to Financial Statements	6
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	16
	Item 3.	Qualitative and Quantitative Disclosure About Market Risk	29
	Item 4.	Controls and Procedures	29
Part II — Other Information
	Items 1 through 6.		30
Signatures			32

Simon Property Group, Inc.
Unaudited Consolidated Balance Sheets
(Dollars in thousands, except share amounts)

				September 30, 2004			December 31, 2003
ASSETS:
	Investment properties, at cost			$	16,109,979		$	14,971,823
		Less — accumulated depreciation			2,981,302			2,556,578

					13,128,677			12,415,245
	Cash and cash equivalents				488,973			535,623
	Tenant receivables and accrued revenue, net				293,865			305,200
	Investment in unconsolidated entities, at equity				1,657,558			1,811,773
	Deferred costs, other assets, and minority interest, net				610,951			616,880

			Total assets	$	16,180,024		$	15,684,721

LIABILITIES:
	Mortgages and other indebtedness			$	11,027,958		$	10,266,388
	Accounts payable, accrued expenses, and deferred revenues				726,120			667,610
	Cash distributions and losses in partnerships and joint ventures, at equity				27,865			14,412
	Other liabilities, minority interest and accrued dividends				193,715			280,414

			Total liabilities		11,975,658			11,228,824

COMMITMENTS AND CONTINGENCIES (Note 8)
LIMITED PARTNERS' INTEREST IN THE OPERATING PARTNERSHIP					757,158			859,050
LIMITED PARTNERS' PREFERRED INTEREST IN THE OPERATING PARTNERSHIP					258,648			258,220
SHAREHOLDERS' EQUITY:
	CAPITAL STOCK (750,000,000 total shares authorized, $.0001 par value, 237,996,000 shares of excess common stock (Note 7)):
			All series of preferred stock, 100,000,000 shares authorized, 12,000,000 and 12,078,012 issued and outstanding, respectively. Liquidation values $375,000 and $376,950, respectively.		365,872			367,483
			Common stock, $.0001 par value, 400,000,000 shares authorized, 208,159,578 and 200,876,552 issued and outstanding, respectively		21			20
			Class B common stock, $.0001 par value, 12,000,000 shares authorized, 8,000 and 3,200,000 issued and outstanding, respectively		—			1
			Class C common stock, $.0001 par value, 4,000 shares authorized, issued and outstanding		—			—
	Capital in excess of par value				4,189,959			4,121,332
	Accumulated deficit				(1,304,212	)		(1,097,317	)
	Accumulated other comprehensive income				14,368			12,586
	Unamortized restricted stock award				(24,930	)		(12,960	)
	Common stock held in treasury at cost, 2,098,555 shares				(52,518	)		(52,518	)

			Total shareholders' equity		3,188,560			3,338,627

				$	16,180,024		$	15,684,721

The accompanying notes are an integral part of these statements.

Simon Property Group, Inc.
Unaudited Consolidated Statements of Operations and Comprehensive Income
(Dollars in thousands, except per share amounts)

			For the Three Months Ended September 30,						For the Nine Months Ended September 30,
			2004			2003			2004			2003
REVENUE:
	Minimum rent		$	369,511		$	333,334		$	1,085,534		$	990,058
	Overage rent			11,970			9,639			29,986			24,502
	Tenant reimbursements			190,304			172,443			541,838			498,225
	Management fees and other revenues			17,932			19,102			54,335			55,587
	Other income			33,736			25,036			95,408			76,196

		Total revenue		623,453			559,554			1,807,101			1,644,568

EXPENSES:
	Property operating			95,224			84,931			266,128			239,350
	Depreciation and amortization			145,963			126,269			428,636			369,686
	Real estate taxes			63,104			56,112			183,538			165,294
	Repairs and maintenance			24,749			18,420			67,432			60,823
	Advertising and promotion			11,698			14,193			37,059			37,836
	Provision for credit losses			3,366			2,132			10,083			10,556
	Home and regional office costs			19,579			17,688			61,811			56,571
	General and administrative			3,615			4,030			10,637			11,102
	Costs related to withdrawn tender offer			—			10,500			—			10,500
	Other			7,311			5,573			23,904			17,542

		Total operating expenses		374,609			339,848			1,089,228			979,260

OPERATING INCOME				248,844			219,706			717,873			665,308
Interest expense				161,398			149,036			471,730			451,493

Income before minority interest				87,446			70,670			246,143			213,815
Minority interest				(2,209	)		(888	)		(6,890	)		(3,307	)
Gain (loss) on sales of assets and other, net				1,121			(5,146	)		(760	)		(5,122	)
Income tax expense of taxable REIT subsidiaries				(2,196	)		(2,422	)		(10,838	)		(6,450	)

Income before unconsolidated entities				84,162			62,214			227,655			198,936
Income from unconsolidated entities				23,901			24,015			60,809			70,989

Income from continuing operations				108,063			86,229			288,464			269,925
Results of operations from discontinued operations				112			2,189			(1,264	)		7,391
Gain (loss) on disposal or sale of discontinued operations, net				(503	)		(12,935	)		(215	)		(25,693	)

Income before allocation to limited partners				107,672			75,483			286,985			251,623
LESS:
	Limited partners' interest in the Operating Partnership			20,792			14,244			55,568			47,917
	Preferred distributions of the Operating Partnership			4,905			2,835			14,710			8,505

NET INCOME				81,975			58,404			216,707			195,201
Preferred dividends				(7,834	)		(15,683	)		(23,504	)		(47,048	)

NET INCOME AVAILABLE TO COMMON SHAREHOLDERS			$	74,141		$	42,721		$	193,203		$	148,153

BASIC EARNINGS PER COMMON SHARE:
		Income from continuing operations	$	0.36		$	0.27		$	0.95		$	0.86
		Discontinued operations		—			(0.04	)		(0.01	)		(0.07	)

		Net income	$	0.36		$	0.23		$	0.94		$	0.79

DILUTED EARNINGS PER COMMON SHARE:
		Income from continuing operations	$	0.36		$	0.26		$	0.95		$	0.85
		Discontinued operations		—			(0.04	)		(0.01	)		(0.07	)

		Net income	$	0.36		$	0.22		$	0.94		$	0.78

Net Income			$	81,975		$	58,404		$	216,707		$	195,201
Unrealized gain on interest rate hedge agreements				1,110			2,588			4,039			18,507
Net income on derivative instruments reclassified from accumulated other comprehensive income (loss) into interest expense				(1,247	)		(109	)		(3,364	)		(2,704	)
Currency translation adjustment				(3,693	)		7,127			1,530			4,736
Other				57			(1,136	)		(423	)		1,157

Comprehensive Income			$	78,202		$	66,874		$	218,489		$	216,897

The accompanying notes are an integral part of these statements.

Simon Property Group, Inc.
Unaudited Consolidated Statements of Cash Flows
(Dollars in thousands)

					For the Nine Months Ended September 30,
					2004			2003
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income				$	216,707		$	195,201
		Adjustments to reconcile net income to net cash provided by operating activities —
			Depreciation and amortization			439,551			388,193
			Loss on sales of assets and other, net			760			5,122
			Loss on disposal or sale of discontinued operations, net			215			25,693
			Limited partners' interest in the Operating Partnership			55,568			47,917
			Preferred distributions of the Operating Partnership			14,710			8,505
			Straight-line rent			(3,628	)		(2,496	)
			Minority interest			6,890			3,307
			Minority interest distributions			(41,812	)		(3,788	)
			Equity in income of unconsolidated entities			(60,809	)		(70,989	)
			Distributions of income from unconsolidated entities			64,987			63,830
		Changes in assets and liabilities —
			Tenant receivables and accrued revenue			19,001			59,680
			Deferred costs and other assets			34,807			(77,831	)
			Accounts payable, accrued expenses, deferred revenues and other liabilities			(100,821	)		(124,364	)

				Net cash provided by operating activities		646,126			517,980

CASH FLOWS FROM INVESTING ACTIVITIES:
		Acquisitions				(500,325	)		(507,518	)
		Capital expenditures, net				(369,378	)		(211,242	)
		Cash from acquisitions				3,966			—
		Cash from the consolidation of joint ventures and the Management Company				2,507			48,910
		Net proceeds from sale of assets and partnership interests				39,653			91,813
		Investments in unconsolidated entities				(115,968	)		(77,560	)
		Distributions of capital from unconsolidated entities and other				113,797			130,791

			Net cash used in investing activities			(825,748	)		(524,806	)

CASH FLOWS FROM FINANCING ACTIVITIES:
		Proceeds from sales of common and preferred stock				3,772			5,324
		Repurchase of preferred stock and limited partner units				(10,105	)		—
		Minority interest contributions				35,333			—
		Preferred distributions of the Operating Partnership				(14,710	)		(8,505	)
		Preferred dividends and distributions to shareholders				(423,014	)		(385,540	)
		Distributions to limited partners				(113,646	)		(111,132	)
		Mortgage and other indebtedness proceeds, net of transaction costs				3,501,024			1,667,308
		Mortgage and other indebtedness principal payments				(2,845,682	)		(1,196,691	)

				Net cash provided by (used in) financing activities		132,972			(29,236	)

DECREASE IN CASH AND CASH EQUIVALENTS						(46,650	)		(36,062	)
CASH AND CASH EQUIVALENTS, beginning of period						535,623			397,129

CASH AND CASH EQUIVALENTS, end of period					$	488,973		$	361,067

The accompanying notes are an integral part of these statements.

SIMON PROPERTY GROUP, INC.

Condensed Notes to Unaudited Financial Statements

(Dollars in thousands, except share and per share amounts and where indicated as in millions or billions)

1. Organization

Simon Property Group, Inc. ("Simon Property") is a Delaware corporation that operates as a self-administered and self-managed real estate investment trust ("REIT"). Simon Property Group, L.P. (the "Operating Partnership") is a majority-owned partnership subsidiary of Simon Property that owns all but one of our real estate properties. In these notes to unaudited financial statements, the terms "we", "us" and "our" refer to Simon Property, the Operating Partnership, and their subsidiaries.

We are engaged primarily in the ownership, operation, leasing, management, acquisition, expansion and development of real estate properties. Our real estate properties consist primarily of regional malls and community shopping centers. As of September 30, 2004, we owned or held an interest in 244 income-producing properties in North America, which consisted of 174 regional malls, 66 community shopping centers, and four office and mixed-use properties in 37 states, Canada and Puerto Rico (collectively, the "Properties", and individually, a "Property"). Mixed-use properties are properties that include a combination of retail, office, and/or hotel components. We also own interests in four parcels of land held for future development (together with the Properties, the "Portfolio"). In addition, we have ownership interests in 48 shopping centers in Europe (France, Italy, Poland and Portugal).

M.S. Management Associates, Inc. (the "Management Company") is a wholly-owned subsidiary that provides leasing, management, and development services to most of the Properties. In addition, insurance subsidiaries of the Management Company insure the self-insured retention portion of our general liability program and the deductible associated with our workers' compensation programs. In addition, they provide reinsurance for the primary layer of general liability coverage to our third party maintenance providers while performing services under contract with us. Third party providers provide coverage above the insurance subsidiaries' limits.

2. Basis of Presentation

The accompanying financial statements are unaudited. However, we prepared the accompanying financial statements in accordance with accounting principles generally accepted in the United States for interim financial information, the rules and regulations of the Securities and Exchange Commission, and the accounting policies described in our financial statements for the year ended December 31, 2003 as filed with the Securities and Exchange Commission. They do not include all of the disclosures required by accounting principles generally accepted in the United States for complete financial statements.

The accompanying unaudited financial statements of Simon Property include Simon Property and its subsidiaries. In our opinion, all adjustments necessary for fair presentation, consisting of only normal recurring adjustments, have been included. We eliminated all significant intercompany amounts. The results for the interim period ended September 30, 2004 are not necessarily indicative of the results to be obtained for the full fiscal year.

As of September 30, 2004, of our 244 Properties we consolidated 155 wholly-owned Properties and 19 less-than-wholly-owned Properties which we control or which we are the primary beneficiary and consolidate in accordance with FIN 46 (see Note 10), and we accounted for 70 Properties using the equity method. We manage the day-to-day operations of 58 of the 70 equity method Properties. We account for our interests in two joint ventures that hold the 48 shopping centers in Europe using the equity method.

We allocate net operating results of the Operating Partnership after preferred distributions to third parties and Simon Property based on the partners' respective weighted average ownership interests in the Operating Partnership. Our weighted average ownership interest in the Operating Partnership was as follows:

*For the Nine Months Ended September 30,*
2004		2003
77.6	%	75.3	%

Simon Property's ownership interest in the Operating Partnership as of September 30, 2004 was 78.2% and at December 31, 2003 was 76.8%. We adjust the limited partners' interest in the Operating Partnership at the end of each period to reflect their interest in the Operating Partnership.

Preferred distributions of the Operating Partnership in the accompanying statements of operations and cash flows represent distributions on outstanding preferred units of limited partnership interest.

We made certain reclassifications of prior period amounts in the financial statements to conform to the 2004 presentation. These reclassifications have no impact on net income previously reported.

The statement of operations and comprehensive income for the period ended September 30, 2003 has been reclassified to reflect the disposition of 3 properties sold during the fourth quarter of 2003 and 3 properties sold during the first nine months of 2004.

3. Per Share Data

We determine basic earnings per share based on the weighted average number of shares of common stock outstanding during the period. We determine diluted earnings per share based on the weighted average number of shares of common stock outstanding combined with the incremental weighted average shares that would have been outstanding assuming all dilutive potential common shares were converted into shares at the earliest date possible. The following table sets forth the computation of our basic and diluted earnings per share. The effect of dilutive securities amounts presented in the reconciliation below represents the common shareholders' pro rata share of the respective line items in the statements of operations and is after considering the effect of preferred dividends.

	*For The Three Months Ended September 30,*						*For The Nine Months Ended September 30,*
	2004			2003			2004			2003
Common Shareholders' share of:
Income from continuing operations	$	74,445		$	50,837		$	194,351		$	161,932
Discontinued operations		(304	)		(8,116	)		(1,148	)		(13,779	)

Net Income available to Common Shareholders — Basic	$	74,141		$	42,721		$	193,203		$	148,153

Effect of dilutive securities:
Impact to General Partner's interest in Operating Partnership from all dilutive securities and options		152			23			181			151

Net Income available to Common Shareholders — Diluted	$	74,293		$	42,744		$	193,384		$	148,304

Weighted Average Shares Outstanding — Basic		206,057,105			189,165,175			204,625,244			188,444,667
Effect of stock options		840,621			894,631			854,180			786,343

Weighted Average Shares Outstanding — Diluted		206,897,726			190,059,806			205,479,424			189,231,010

For the period ending September 30, 2004, potentially dilutive securities include certain preferred units of the Operating Partnership and the units of limited partnership interest ("Units") of the Operating Partnership which are exchangeable for common stock. These did not have a dilutive impact on earnings per share.

4. Cash and Cash Flow Information

Our balance of cash and cash equivalents as of September 30, 2004 included $98.1 million and as of December 31, 2003 included $175.0 million related to our gift card and certificate programs, which we do not consider available for general working capital purposes.

5. Investment in Unconsolidated Entities

Real Estate Joint Ventures

Joint ventures are common in the real estate industry. We use joint ventures to finance properties, develop new properties, and diversify our risk in a particular property or trade area. We held joint venture ownership interests in 70 Properties as of September 30, 2004 and 76 as of December 31, 2003. We also held interests in two joint ventures which owned 48 European shopping centers as of September 30, 2004 and 47 as of December 31, 2003. We account for these Properties on the equity method. Two joint venture properties previously accounted for under the equity method were consolidated upon adoption of FIN 46 (see Note 10). In addition, three joint venture properties previously accounted for under the equity method were consolidated as the result of our purchase of additional ownership interests in them (see Note 9). In the December 31, 2003 balance sheet presented below, these properties are classified in "Consolidated Joint Venture Interests".

Substantially all of our joint venture Properties are subject to rights of first refusal, buy-sell provisions, or other sale rights for partners which are customary in real estate joint venture agreements and the industry. Our partners in these joint ventures may initiate these provisions at any time, which will result in either the sale of or the use of available cash or borrowings to acquire the joint venture interest.

Summary financial information of the joint ventures and a summary of our investment in and share of income from such joint ventures follows. The balance sheets and statements of operations reflect in separate line items the joint venture interests sold or consolidated. Consolidation occurs when we acquire an additional interest in the joint venture and as a result, gain unilateral control of the Property, or we become the primary beneficiary. We reclassified the balance sheets and results of operations related to joint venture interests sold or consolidated into separate line items, so that we may present results of operations for those joint venture interests held as of the period end. "Discontinued Joint Venture Interests" include, two sold joint venture assets and Mall of America through the date of sale (see Note 8).

As of September 30, 2004, a redemption notice was issued to redeem the 9.45% Series D Cumulative Redeemable Preferred Units of an unconsolidated entity in October 2004. As a result, the now mandatorily redeemable securities were reclassified from Preferred Units to Other Liabilities for the redemption value of

$85 million in accordance with FAS 150 "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity."

BALANCE SHEETS		September 30, 2004		December 31, 2003
Assets:
Investment properties, at cost		$	9,390,606	$	9,117,627
Less — accumulated depreciation			1,667,716		1,455,350

			7,722,890		7,662,277
Cash and cash equivalents			229,300		241,678
Tenant receivables			194,822		239,332
Investment in unconsolidated entities			107,544		94,853
Deferred costs and other assets			209,650		180,448
Assets of Consolidated Joint Venture Interests			—		151,956
Assets of Discontinued Joint Venture Interests			—		764,833

	Total assets	$	8,464,206	$	9,335,377

Liabilities and Partners' Equity:
Mortgages and other indebtedness		$	6,156,763	$	6,021,349
Accounts payable, accrued expenses, and deferred revenue			280,568		290,862
Other liabilities			125,444		41,990
Mortgages and liabilities of Consolidated Joint Venture Interests			—		124,105
Mortgages and liabilities of Discontinued Joint Venture Interests			—		549,142

	Total liabilities		6,562,775		7,027,448
Preferred Units			67,450		152,450
Partners' equity			1,833,981		2,155,479

	Total liabilities and partners' equity	$	8,464,206	$	9,335,377

Our Share of:
Total assets		$	3,558,014	$	3,861,497

Partners' equity		$	920,848	$	885,149
Add: Excess Investment, net			708,845		912,212

Our net Investment in Joint Ventures		$	1,629,693	$	1,797,361

Mortgages and other indebtedness		$	2,654,124	$	2,739,630

"Excess Investment" represents the unamortized difference of our investment over our share of the equity in the underlying net assets of the joint ventures acquired. We amortize excess investment over the life of the related Properties, typically 35 years, and the amortization is included in income from unconsolidated entities.

		*For the Three Months Ended September 30,*						*For the Nine Months Ended September 30,*
STATEMENTS OF OPERATIONS		*2004*			*2003*			*2004*			*2003*
Revenue:
Minimum rent		$	245,246		$	200,238		$	721,154		$	589,320
Overage rent			6,648			4,825			15,587			13,090
Tenant reimbursements			124,763			106,661			367,174			298,573
Other income			17,710			23,663			48,631			61,184

	Total revenue		394,367			335,387			1,152,546			962,167
Operating Expenses:
Property operating			74,242			58,412			216,086			159,173
Depreciation and amortization			72,426			58,404			213,569			170,967
Real estate taxes			32,828			29,620			98,301			89,821
Repairs and maintenance			16,237			15,834			51,144			49,848
Advertising and promotion			8,342			8,690			26,375			23,256
Provision for credit losses			2,024			2,920			6,538			8,629
Other			18,609			10,465			51,357			33,889

	Total operating expenses		224,708			184,345			663,370			535,583
Operating Income			169,659			151,042			489,176			426,584
Interest Expense			94,264			85,929			284,145			253,795

Income Before Minority Interest and Unconsolidated Entities			75,395			65,113			205,031			172,789
(Loss)/Income from unconsolidated entities			(1,534	)		3,019			(3,835	)		7,209
Minority interest			—			(178	)		—			(539	)

Income From Continuing Operations			73,861			67,954			201,196			179,459
Results of operations from Consolidated Joint Venture Interests			—			3,139			889			10,414
Results of operations from Discontinued Joint Venture Interests			4,345			9,548			6,419			28,410
Gain on disposal or sale of Discontinued Joint Venture Interests			—			—			4,704			—

Net Income		$	78,206		$	80,641		$	213,208		$	218,283

Third-Party Investors' Share of Net Income		$	48,174		$	50,528		$	134,025		$	128,387

Our Share of Net Income		$	30,032		$	30,113		$	79,183		$	89,896
Amortization of Excess Investment			6,131			6,098			18,374			18,907

Income from Unconsolidated Entities		$	23,901		$	24,015		$	60,809		$	70,989

6. Debt

On January 15, 2004, we paid off $150.0 million of 6.75% unsecured notes that matured on that date with borrowings from our $1.25 billion unsecured revolving credit facility ("Credit Facility").

On January 20, 2004, we issued two tranches of senior unsecured notes to institutional investors pursuant to Rule 144A totaling $500.0 million at a weighted average fixed interest rate of 4.21%. The first tranche is $300.0 million at a fixed interest rate of 3.75% due January 30, 2009 and the second tranche is $200.0 million at a fixed interest rate of 4.90% due January 30, 2014. We received net proceeds of $383.4 million and we exchanged our $113.1 million Floating Rate Mandatory Extension Notes ("MAXES") with the holder. The MAXES were due November 15, 2014 and bore interest at LIBOR plus 80 basis points. The exchange of the MAXES for the notes instruments did not result in a significant modification of the terms in the debt arrangement. We used $277.0 million of the net proceeds to reduce borrowings on the Credit Facility, to unencumber one Property, and the remaining portion was used for general working capital purposes. On June 11, 2004, we completed an exchange offer in which notes registered under the Securities Act of 1933 were exchanged for the Rule 144A notes. The exchange notes and the Rule 144A notes have the same economic terms and conditions.

On January 22, 2004, we paid off a $60.0 million variable rate mortgage, at LIBOR plus 125 basis points, that encumbered one consolidated Property with proceeds from the senior unsecured notes mentioned above. In addition, we refinanced another consolidated mortgaged Property with a $32.0 million 6.05% fixed rate mortgage that matures on February 11, 2014. The balance of the previous mortgage was $34.7 million at a variable rate of LIBOR plus 250 basis points and was scheduled to mature on April 1, 2004.

On February 9, 2004, we paid off $300.0 million of 6.75% unsecured notes that matured on that date with borrowings from the Credit Facility.

On February 26, 2004, we obtained a $250.0 million unsecured term loan with an initial maturity date of April 1, 2005. The maturity date may be extended, at our option, for two, one-year extension periods. The unsecured term loan bears interest at LIBOR plus 65 basis points. The proceeds from this financing were used to pay off our $65.0 million unsecured term loan that matured on March 15, 2004 and our $150.0 million unsecured term loan that matured on February 28, 2004. The remaining proceeds were used for general working capital purposes. The $65.0 million unsecured term loan bore interest at LIBOR plus 80 basis points and the $150.0 million unsecured term loan bore interest at LIBOR plus 65 basis points.

On March 31, 2004, we secured a $86.0 million variable rate mortgage, at LIBOR plus 95 basis points, to permanently finance a portion of the Gateway Shopping Center acquisition (see Note 9). The mortgage has an initial maturity date of March 31, 2005 with three, one-year, extensions available at our option.

On April 27, 2004, we secured a $96.0 million fixed rate mortgage at 5.17% to permanently finance a portion of the Montgomery Mall acquisition (see Note 9). The mortgage has an anticipated maturity date of May 11, 2014.

On May 19, 2004, we secured a $260.0 million mortgage to permanently finance a portion of the Plaza Carolina Mall acquisition (see Note 9). The mortgage consists of two fixed-rate tranches and three variable-rate tranches. The fixed-rate components total $100 million at a blended rate of 5.10% and have a maturity date of May 9, 2009. The $160.0 million variable-rate components bear interest at LIBOR plus 90 basis points and have an initial maturity of May 9, 2006 with three, one-year extensions available at our option. The initial weighted average all-in interest rate was approximately 3.2%.

On June 15, 2004, we refinanced a pool of seven cross-collateralized mortgages totaling $219.4 million with a $220.0 million variable-rate term loan. The original mortgages would have matured on December 15, 2004 and had an effective interest rate of 7.06% including the effect of an interest rate protection agreement on $48.1 million of variable-rate debt. The collateralized term loan bore interest at LIBOR plus 80 basis points. On June 30, 2004, we refinanced the term loan with individually secured fixed-rate mortgages on six of the seven original Properties totaling $290.0 million. The mortgages have a maturity date of July 1, 2014 and have a weighted average interest rate of 5.90%. One of the Properties was unencumbered as part of this refinancing.

On July 1, 2004, we paid off, with available working capital, two mortgages encumbering one consolidated Property that were scheduled to mature on January 1, 2005. The first mortgage had a balance of $41.1 million, and bore interest at a fixed rate of 8.45%. The second mortgage had a balance of $14.9 million, and bore interest at a fixed rate of 6.81%.

On July 12, 2004, we refinanced a consolidated Property with a $73.0 million, 5.84% fixed rate mortgage that matures on August 1, 2014. The balance of the previous mortgage was $47.0 million, bore interest at a variable rate of LIBOR plus 275 basis points and was scheduled to mature on July 1, 2005.

On July 15, 2004, we paid off $100.0 million of 6.75% unsecured notes that matured on that date with available working capital.

On July 28, 2004, we refinanced a consolidated Property with a $86.0 million, 5.65% fixed rate mortgage that matures on August 11, 2014. The balance of the previous mortgage was $45.0 million, bore interest at a variable rate of LIBOR plus 150 basis points and was scheduled to mature on June 12, 2005.

On August 11, 2004, we issued two tranches of senior unsecured notes to institutional investors pursuant to Rule 144A totaling $900.0 million at a weighted average fixed interest rate of 5.29%. The first tranche is $400.0 million at a fixed interest rate of 4.875% due August 15, 2010 and the second tranche is $500.0 million at a fixed interest rate of 5.625% due August 15, 2014. We received net proceeds of $890.6 million. We used $585.0 million of the net proceeds to reduce borrowings on our Credit Facility, $150.0 million to retire fixed rate 7.75% unsecured notes, $120.7 million to unencumber two consolidated Properties, and the remaining portion was used for general working

capital purposes. On October 8, 2004, we filed a registration statement under the Securities Act of 1933 registering notes to be exchanged for the Rule 144A notes. The exchange notes and the Rule 144A notes have the same economic terms and conditions.

7. Shareholders' Equity

On March 1, 2004, Simon Property and Melvin Simon, Herbert Simon, David Simon and certain of their affiliates (the "Simons") completed a restructuring transaction for estate and succession planning purposes in which Melvin Simon & Associates, Inc. ("MSA") exchanged 3,192,000 Class B common shares for an equal number of shares of common stock in accordance with our Charter. Those shares continue to be owned by MSA and remain subject to a voting trust under which the Simons are the sole voting trustees. MSA exchanged the remaining 8,000 Class B common shares with David Simon for 8,000 shares of common stock and David Simon's agreement to create a new voting trust under which the Simons as voting trustees, hold and vote the remaining 8,000 shares of Class B common stock acquired by David Simon. As a result, these voting trustees have the authority to elect four of the members of the Board of Directors contingent on the Simons maintaining specified levels of equity ownership in Simon Property, the Operating Partnership and their subsidiaries.

On March 5, 2004, 380,700 shares of restricted stock were awarded under The Simon Property Group 1998 Stock Incentive Plan at a fair value of $56.29 per share. On May 10, 2004, 8,400 shares of restricted stock were awarded under The Simon Property Group 1998 Stock Incentive Plan at a fair value of $45.85 per share. The fair market value of the restricted stock awarded has been deferred and is being amortized over the four year vesting period.

During the first nine months of 2004, forty-two limited partners exchanged a total of 3,485,104 units of the Operating Partnership for a like number of shares of common stock.

We issued 276,133 shares of common stock related to employee stock options exercised during the first nine months of 2004. We used the net proceeds from the option exercises of approximately $7.4 million for general working capital purposes.

8. Commitments and Contingencies

Litigation

Triple Five of Minnesota, Inc., a Minnesota corporation, v. Melvin Simon, et. al. On or about November 9, 1999, Triple Five of Minnesota, Inc. commenced an action in the District Court for the State of Minnesota, Fourth Judicial District, against, among others, Mall of America, certain members of the Simon family and entities allegedly controlled by such individuals, and us. The action was later removed to federal court. Two transactions form the basis of the complaint: (i) the sale by Teachers Insurance and Annuity Association of America of one-half of its partnership interest in Mall of America Company and Minntertainment Company to the Operating Partnership and related entities; and (ii) a financing transaction involving a loan in the amount of $312.0 million that is secured by a mortgage placed on Mall of America's assets. The complaint, which contains twelve counts, seeks remedies of unspecified damages, rescission, constructive trust, accounting, and specific performance. Although the complaint names all defendants in several counts, we are specifically identified as a defendant in connection with the sale by Teachers. On August 12, 2002, the court granted in part and denied in part motions for partial summary judgment filed by the parties.

Trial on all of the equitable claims in this matter began June 2, 2003. On September 10, 2003, the court issued its decision in a Memorandum and Order (the "Order"). In the Order, the court found that certain entities and individuals breached their fiduciary duties to Triple Five. The court did not award Triple Five damages but instead awarded Triple Five equitable and other relief and imposed a constructive trust on that portion of the Mall of America owned by us. Specifically, as it relates to us, the court ordered that Triple Five was entitled to purchase from us the one-half partnership interest that we purchased from Teachers in October 1999, provided Triple Five remits to us the sum of $81.38 million within nine months of the Order. The court further held that we must disgorge all "net profits" that we received as a result of our ownership interest in the Mall from October 1999 to the present. The court appointed a Special Master to, among other things, calculate "net profits," and, on May 3, 2004, the Special Master issued a memorandum order regarding "net profits." On May 27, 2004, the court affirmed the "net profits" memorandum order ("Net Profits Order"). On June 24, 2004, the court issued an order on a motion for ancillary relief filed by Triple Five ("Ancillary Relief Order"). The Ancillary Relief Order, among other things, found that it was appropriate that we indemnify Triple Five for any "expenses, losses or claims arising out of or connected to Triple Five's purchase of the Operating Partnership's interest in the Mall, in particular claims made by any Simon entity, any Teachers entity, and/or any Mall lender."

On June 4, 2004, GMAC Commercial Mortgage Corporation, in its capacity as servicer for the Trustee for registered certificate holders of Mall of America Capital Company LLC Miscellaneous Pass-Through Certificates ("MOA Mortgage Lender"), commenced an action in the United States District Court for the District of Minnesota seeking to enjoin Triple Five's purchase of our one-half partnership interest, alleging that the MOA Mortgage Lender has the right to consent to the purchase. On August 6, 2004, Triple Five closed on its purchase of our one-half partnership interest, by which time the MOA Mortgage Lender had provided its consent to the transaction.

We disagree with many aspects of the Order, the Ancillary Relief Order and the Net Profits Order. We have appealed the Order and the Ancillary Relief Order to the United States Court of Appeals for the Eighth Circuit. Briefing on the appeals is complete and oral argument took place on October 18, 2004. The Eighth Circuit has denied our motion to stay pertinent provisions of the Order pending appeal. It is not, however, possible to provide an assurance of the ultimate outcome of the litigation.

As a result of the Order, we initially recorded a $6.0 million loss in 2003. In the first quarter of 2004, as a result of the May 3, 2004 memorandum issued by the Special Master, which has now been affirmed by the court, we recorded an additional loss of $13.5 million that is included in "(Loss) gain on sales of assets and other, net" in the accompanying statements of operations and comprehensive income. We have ceased recording any contribution to either net income or Funds from Operations ("FFO") from the results of operations of Mall of America since September 1, 2003.

G.K. Las Vegas Limited Partnership v. Simon Property Group, Inc., et. al. On or about August 27, 2004, G.K. Las Vegas Limited Partnership ("GKLV"), a former limited partner in Forum Developers Limited Partnership ("FDLP"), commenced an action in United States District Court, District of Nevada against, among others, us, certain members of the Simon family and entities allegedly controlled by us. The action arises out of FDLP's operation and expansion of Forum Shops at Caesar's Palace and GKLV's exercise of the "buy/sell right" in the FDLP partnership agreement. In the complaint GKLV alleges, among other things, a violation of the Nevada securities laws, violation of contractual and statutory fiduciary duties and violation of Federal and Nevada racketeering statutes. We intend to vigorously defend the litigation. Although it is not possible to provide an assurance of the ultimate outcome of the litigation or an estimate of the amount or range of potential loss, if any, we believe that the GKLV litigation will not have material adverse effect on our financial position or results of operations.

We are currently not subject to any other material litigation other than routine litigation, claims and administrative proceedings arising in the ordinary course of business. We believe that such routine litigation, claims and administrative proceedings will not have a material adverse impact on our financial position or our results of operations.

Guarantee of Indebtedness

Joint venture debt is the liability of the joint venture, is typically secured by the joint venture Property, and is non-recourse to us. As of September 30, 2004, we have guaranteed or have provided letters of credit to support $54.5 million of our total $2.7 billion share of joint venture mortgage and other indebtedness in the event the joint venture partnership defaults under the terms of the mortgage or other indebtedness. The mortgages and other indebtedness guaranteed are secured by the property of the joint venture partnership, which could be sold in order to satisfy the outstanding obligation.

9. Real Estate Acquisitions and Dispositions

Acquisitions

On February 5, 2004, we purchased a 95% interest in Gateway Shopping Center in Austin, Texas, for approximately $107.0 million. We initially funded this transaction with borrowings on the Credit Facility and with the issuance of 120,671 units of the Operating Partnership valued at approximately $6.0 million. The purchase accounting for this acquisition is still preliminary.

On April 1, 2004, we increased our ownership interest in The Mall of Georgia Crossing from 50% to 100% for approximately $26.3 million, including the assumption of our $16.5 million share of debt. As a result of this transaction, this Property is now reported as a consolidated entity.

On April 27, 2004, we increased our ownership in Bangor Mall in Bangor, Maine from 32.6% to 67.6% and increased our ownership in Montgomery Mall in Montgomery, Pennsylvania from 23.1% to 54.4%. We acquired these additional ownership interests from our partner in the properties for approximately $67.0 million, including the assumption of our $16.8 million share of debt. We funded this transaction with the Montgomery Mall mortgage discussed in Note 6 and with borrowings from the Credit Facility. Bangor Mall and Montgomery Mall were previously accounted for under the equity method. These Properties are now consolidated as a result of this acquisition. The purchase accounting for this acquisition is still preliminary.

On May 4, 2004, we purchased a 100% interest in Plaza Carolina in San Juan, Puerto Rico for approximately $309.0 million. We funded this transaction with the mortgage discussed in Note 6 and with borrowings from the Credit Facility. The purchase accounting for this acquisition is still preliminary.

Disposals

During the first nine months of 2004 we sold three Properties, consisting of two regional malls and one community center. In total, we received net proceeds from these sales of $22.7 million. As a result of these transactions, we recorded a net loss of $0.2 million. The Properties and their date of sale consisted of:

•: Hutchinson Mall on June 15, 2004,
•: Bridgeview Court on July 22, 2004, and
•: Woodville Mall on September 1, 2004

As of December 31, 2003, the carrying value of the investment properties at cost, net of accumulated depreciation, of these Properties was $22.8 million.

On April 7, 2004, we sold our joint venture interest in a hotel property, held by the Management Company for net proceeds of $17.0 million, resulting in a gain of $12.6 million, $7.8 million net of tax.

10. New Accounting Pronouncements

In January 2003, the FASB issued Interpretation No. 46, "Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin No. 51" ("FIN 46"). FIN 46 requires the consolidation of entities that meet the definition of a variable interest entity in which an enterprise absorbs the majority of the entity's expected losses, receives a majority of the entity's expected residual returns, or both, as a result of ownership, contractual or other financial interests in the entity. Our joint venture interests in variable interest entities consist of real estate assets and are for the purpose of owning, operating and/or developing real estate. Our property partnerships rely primarily on financing from third party lenders, which is secured by first liens on the Property of the partnership and partner equity. Our maximum exposure to loss as a result of our involvement in these partnerships is represented by the carrying amount of our investments in unconsolidated entities as disclosed on the accompanying balance sheets plus our guarantees of joint venture debt as disclosed in Note 8.

We adopted FIN 46 on January 1, 2004 for variable interest entities that existed prior to February 1, 2003 and as a result we have consolidated two joint ventures that hold two regional malls. The aggregate carrying amount of the investment property for these properties was approximately $163.8 million as of September 30, 2004.

11. Subsequent Events

On October 1, 2004, thirty-two limited partners exchanged a total of 1,156,039 units of 8.00% Series D Cumulative Redeemable Preferred units for a like number of our 8.00% Series D Cumulative Redeemable Preferred stock with terms substantially identical to the 8.00% Series D Cumulative Redeemable Preferred units.

On October 8, 2004, we issued a notice of our election to redeem all of the issued and outstanding shares of our 8.00% Series E Cumulative Redeemable Preferred stock. The redemption date shall be November 11, 2004, and the redemption price shall be equal to the liquidation value of the 8.00% Series E Cumulative Redeemable stock of $25.00 per share, plus accrued dividends.

On October 14, 2004, we acquired all of the outstanding common stock of Chelsea Property Group, Inc. ("Chelsea") and the limited partnership units of its operating partnership subsidiary in a transaction valued at

approximately $5.1 billion, including the assumption of debt. Chelsea has interests in 60 premium outlet and other shopping centers containing 16.6 million square feet of gross leasable area in 31 states and Japan.

Chelsea common shareholders received consideration of $36.00 per share for each share of Chelsea's common stock in cash, a fractional share of 0.2936 of our common stock, and a fractional share of 0.3000 of Simon 6% Series I convertible perpetual preferred stock. The holders of Chelsea's operating partnership subsidiary's limited partnership common units exchanged their units for common and convertible preferred units of the Operating Partnership.

We funded the cash portion of this acquisition with a $1.8 billion unsecured acquisition term loan facility (the "Acquisition Facility"). The Acquisition Facility bears interest at LIBOR plus 55 basis points and provides for variable grid pricing based upon our corporate credit rating. The Acquisition Facility has a maturity date of October 12, 2006 and requires minimum principal repayments in three equal installments after twelve months, eighteen months, and at maturity.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion in conjunction with the financial statements and notes thereto that are included in this quarterly report on Form 10-Q. Certain statements made in this section or elsewhere in this report may be deemed "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained, and it is possible that our actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties. Those risks and uncertainties incidental to the ownership and operation of commercial real estate include, but are not limited to: national, international, regional and local economic climates, competitive market forces, changes in market rental rates, trends in the retail industry, the inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise, risks associated with acquisitions, the impact of terrorist activities, environmental liabilities, maintenance of REIT status, the availability of financing, and changes in market rates of interest and fluctuations in exchange rates of foreign currencies. We undertake no duty or obligation to update or revise these forward-looking statements, whether as a result of new information, future developments, or otherwise.

Overview

Simon Property Group, Inc. ("Simon Property") is a Delaware corporation that operates as a self-administered and self-managed real estate investment trust ("REIT"). A REIT is a company that owns and, in most cases, operates income-producing real estate such as regional malls, community shopping centers, offices, apartments, and hotels. To qualify as a REIT, a company must distribute at least 90 percent of its taxable income to its shareholders annually. Taxes are paid by shareholders on the dividends received and any capital gains. Most states also follow this federal treatment and do not require REITs to pay state income tax. Simon Property Group, L.P. (the "Operating Partnership") is a majority-owned partnership subsidiary of Simon Property that owns all but one of our real estate properties. In this discussion, the terms "we", "us" and "our" refer to Simon Property, the Operating Partnership, and their subsidiaries.

We are engaged primarily in the ownership, operation, leasing, management, acquisition, expansion and development of real estate properties. Our real estate properties consist primarily of regional malls and community shopping centers. As of September 30, 2004, we owned or held an interest in 244 income-producing properties in North America, which consisted of 174 regional malls, 66 community shopping centers, and four office and mixed-use properties in 37 states, Canada and Puerto Rico (collectively, the "Properties", and individually, a "Property"). Mixed-use properties are properties that include a combination of retail space, office space, and/or hotel components. We also own interests in four parcels of land held for future development (together with the Properties, the "Portfolio"). In addition, we have ownership interests in 48 shopping centers in Europe (France, Italy, Poland and Portugal).

Operating Philosophy

We seek growth in our earnings, funds from operations ("FFO"), and cash flow through:

•: focusing on our core business of regional malls
•: developing new revenue streams by capitalizing on the number of shopping visits in our malls and the size and tenant relationships. This includes Simon Brand Ventures' ("Simon Brand") mall marketing initiatives, including the sale of gift cards, and consumer focused strategic corporate alliances that Simon Brand enters into with third parties. Through Simon Business Network ("Simon Business"), we offer property operating services to our tenants and others resulting from Simon Brand's relationships with vendors.
•: pursuing high quality new developments as well as strategic expansion and renovation activity to enhance existing assets' profitability and market share when we believe the investment of our capital meets our risk-reward criteria. We seek to selectively develop new properties in major metropolitan areas that exhibit strong population and economic growth.
•: acquiring individual properties or portfolios of properties, focusing on high quality retail real estate.
•: international expansion through the acquisition of existing properties and utilization of the net cash flow from the existing properties to fund new development projects overseas.

We derive our liquidity primarily from our leases that generate positive net cash flow from operations and distributions from unconsolidated entities that totaled $759.9 million during the first nine months of 2004. In addition, we generate the majority of our revenues from leases with retail tenants including:

•: Base minimum rents, cart and kiosk rentals,
•: Overage and percentage rents based on tenants' sales volume, and
•: Recoveries of substantially all of our recoverable expenditures, which consist of property operating, real estate tax, repairs and maintenance, and advertising and promotional expenditures.

Revenues of M.S. Management Associates, Inc. (the "Management Company"), after intercompany eliminations, consist primarily of management, leasing and development fees that are typically based upon the size and revenues of the joint venture property being managed. Finally, we also generate revenues from outlot land sales.

Results overview

Our diluted FFO per share increased $0.23 during the first nine months of 2004, or 8.3%, to $3.01 per share from $2.78 per share for the same period last year. The increase in FFO per share is due to the performance of our core operations and our acquisition activity. These increases in FFO per share also impacted our diluted earnings per common share but were offset primarily by an increase in depreciation expense, including our share of depreciation from unconsolidated joint ventures, as a result of our acquisition activity. Net losses from sales of real estate and discontinued operations decreased by $0.10, net of tax. Finally, the conversion of the series B stock in the fall of 2003 was dilutive for FFO purposes and was antidulitive for diluted earnings per share purposes for the nine months ended September 30, 2003. All of these items resulted in an increase in diluted earnings per common share of $0.16 during the first nine months of 2004, or 20.5%, to $0.94 from $0.78 for the same period last year.

Our core business fundamentals remained healthy during the first nine months of 2004. Regional mall comparable sales per square foot ("psf") strengthened during the first nine months of 2004, increasing 5.8% to $421 psf from $398 psf the same period in 2003, as the overall economy begins to show signs of recovery and as a result of our ongoing dispositions of lower quality Properties. Our regional mall average base rents increased 3.8% to $33.07 psf as of September 30, 2004 from $31.87 psf as of September 30, 2003. Our regional mall leasing spreads were $6.38 psf as of September 30, 2004 compared to $8.12 psf as of September 30, 2003. The regional mall leasing spread as of September 30, 2004 includes new store leases signed at an average of $39.28 psf initial base rents as compared to $32.90 psf for store leases terminating or expiring in the same period. Our same store leasing spread as of September 30, 2004 was $5.08, or a 12.9% growth rate and is calculated by comparing leasing activity completed in 2004 with the prior tenants rents for those same spaces. Finally, our regional mall occupancy was down 10 basis points to 91.8% as of September 30, 2004 from 91.9% as of September 30, 2003 primarily due to retailer bankruptcy-related closings during the previous twelve consecutive months. We expect to retenant the majority of these spaces lost to bankruptcy during the remaining months of 2004.

During the first nine months of 2004 we completed acquisitions, increased ownership of core properties and disposed of properties no longer meeting our investment criteria.

•: On February 5, 2004 we purchased a 95% interest in Gateway Shopping Center in Austin, Texas for approximately $107.0 million.
•: On April 1, 2004, we increased our ownership interest in Mall of Georgia Crossing from 50% to 100% for approximately $26.3 million, including the assumption of our $16.5 million share of debt.
•: On April 8, 2004, we sold our joint venture interest in Yards Plaza in Chicago, Illinois.
•: On April 27, 2004, we increased our ownership interest in Bangor Mall and Montgomery Mall to approximately 67.6% and 54.4%, respectively for approximately $67.0 million, including the assumption of our $16.8 million share of debt.
•: On May 4, 2004, we purchased a 100% interest in Plaza Carolina in San Juan, Puerto Rico for approximately $309.0 million.
•: On June 15, 2004, we sold Hutchinson Mall in Hutchinson, Kansas.
•: On July 22, 2004, we sold Bridgeview Court in Bridgeview, Illinois.

•: On August 6, 2004, we completed the court ordered sale of our joint venture interest in Mall of America, in Minneapolis, Minnesota (see Note 8).
•: On September 1, 2004, we sold Woodville Mall in Toledo, Ohio.

In addition, we lowered our overall borrowing rates by 8 basis points during the first nine months of 2004 as a result of our financing activities related to indebtedness. Our financing activities were highlighted by the following significant transactions:

•: We issued $500.0 million of unsecured notes on January 20, 2004 at a weighted average fixed interest rate of 4.21% and weighted average term of 7.0 years. We received net proceeds of $383.4 million and we exchanged our $113.1 million Floating Rate Mandatory Extension Notes ("MAXES") with the holder. We used $277.0 million of the net proceeds to reduce borrowings on our $1.25 billion unsecured revolving credit facility ("Credit Facility").
•: We paid off a total of $450.0 million of unsecured notes that matured during the first quarter that had a weighted average interest rate of 6.75% with borrowings on the Credit Facility.
•: We issued $900.0 million of unsecured notes on August 11, 2004 at a weighted average fixed interest rate of 5.29% and weighted average term of 8.2 years. We received net proceeds of $890.6 million. We used $585.0 million of the net proceeds to reduce borrowings on our Credit Facility, $150.0 million to retire fixed rate 7.75% unsecured notes, $120.7 million to unencumber two consolidated Properties, and the remaining portion was used for general working capital purposes.

Portfolio Data

The Portfolio data discussed in this overview includes the following key operating statistics: occupancy; average base rent per square foot; and comparable sales per square foot. We include acquired Properties in this data beginning in the year of acquisition and we do not include any Properties located outside of North America. The following table sets forth these key operating statistics for:

•: Properties that we consolidate in our consolidated financial statements,
•: Properties that we account for under the equity method as unconsolidated joint ventures, and
•: the foregoing two categories of Properties on a total Portfolio basis.

		September 30, 2004		% Change from prior period		September 30, 2003		% Change from prior period
Regional Malls
*Occupancy*
	Consolidated		91.7%				91.6%
	Unconsolidated		92.0%				92.3%
	Total Portfolio		91.8%				91.9%
*Average Base Rent per Square Foot*
	Consolidated	$	32.30	5.2	%	$	30.70	5.4	%
	Unconsolidated	$	34.38	1.8	%	$	33.77	4.0	%
	Total Portfolio	$	33.07	3.8	%	$	31.87	4.9	%
*Comparable Sales Per Square Foot*
	Consolidated	$	407	6.2	%	$	383	3.0	%
	Unconsolidated	$	448	5.1	%	$	426	(0.1	%)
	Total Portfolio	$	421	5.8	%	$	398	1.8	%

Occupancy Levels and Average Base Rents. Occupancy and average base rent is based on mall and freestanding GLA owned by us ("Owned GLA") at mall and freestanding stores in the regional malls and all tenants at community shopping centers. We believe the continued stability in regional mall occupancy is primarily the result of the overall quality of our Portfolio. The result of the stability in occupancy is a direct or indirect increase in nearly every category of revenue. Our portfolio has maintained high levels of occupancy and increased average base rents in various economic climates.

Comparable Sales per Square Foot. Sales volume includes total reported retail sales at Owned GLA in the regional malls and all reporting tenants at community shopping centers. Retail sales at Owned GLA affect revenue and profitability levels because sales determine the amount of minimum rent that can be charged, the percentage rent realized, and the recoverable expenses (common area maintenance, real estate taxes, etc.) that tenants can afford to pay.

Results of Operations

In addition to the 2004 acquisitions and dispositions previously discussed, the following acquisitions, dispositions, and openings affected our consolidated results from continuing operations in the comparative periods:

•: On August 20, 2003, we acquired a 100% interest in Stanford Shopping Center for $333.0 million.
•: In the fourth quarter of 2003, we increased our ownership in Kravco Investments, L.P. ("Kravco") a Philadelphia based owner of regional malls, for $293.4 million, which resulted in the consolidation of four Properties.
•: The Bangor Mall, Montgomery Mall, and Mall of Georgia Crossing transactions, previously discussed, resulted in a reclassification of these properties from unconsolidated entities to consolidated entities.

In addition to the 2004 acquisitions and dispositions previously discussed, the following acquisitions, dispositions, and openings affected our income from unconsolidated entities in the comparative periods:

•: The Kravco transactions increased our ownership percentages in the joint venture properties involved offset by the four Kravco Properties consolidated as noted above.
•: On August 4, 2003, we and our joint venture partner completed construction and opened Las Vegas Premium Outlets.
•: On December 22, 2003, we acquired an interest in Galleria Commerciali Italia.
•: The Bangor Mall, Montgomery Mall, and Mall of Georgia Crossing transactions, previously discussed, resulted in a reclassification of these properties from unconsolidated entities to consolidated entities.
•: On May 25, 2004, we and our joint venture partner completed construction and opened Chicago Premium Outlets in Chicago, Illinois.

In addition, as a result of the adoption of Interpretation No. 46, "Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin No. 51" ("FIN 46") on January 1, 2004, we consolidated the operations of two Properties, which were accounted for under the equity method in 2003.

For the purposes of the following comparison between the three and nine months ended September 30, 2004 and September 30, 2003, the above transactions, including the impact of the adoption of FIN 46, are referred to as the Property Transactions.

Our consolidated discontinued operations resulted from the sale of the following Properties in 2003 and 2004:

•: Richmond Square, Mounds Mall, Mounds Mall Cinema and Memorial Mall on January 9, 2003
•: Forest Village Park Mall on April 29, 2003
•: North Riverside Park Plaza on May 8, 2003
•: Memorial Plaza on May 21, 2003
•: Fox River Plaza on May 22, 2003
•: Eastern Hills Mall on July 1, 2003
•: New Orleans Center on October 1, 2003
•: Mainland Crossing on October 28, 2003
•: SouthPark Mall on November 3, 2003
•: Bergen Mall on December 12, 2003
•: Hutchinson Mall on June 15, 2004
•: Bridgeview Court on July 22, 2004
•: Woodville Mall on September 1, 2004

On March 14, 2003, we purchased the remaining ownership interest in Forum Shops for $174.0 million in cash and assumed the minority partner's $74.2 million share of debt that impacts minority interest and depreciation expense. In the following discussions of our results of operations, "comparable" refers to Properties open and operating throughout both the current and prior periods.

Three Months Ended September 30, 2004 vs. Three Months Ended September 30, 2003

Minimum rents, excluding rents from our consolidated Simon Brand and Simon Business initiatives, increased $36.5 million during the period. The net effect of the Property Transactions increased minimum rents $26.6 million and the amortization of the fair market value of in-place leases of $2.3 million. Comparable rents increased $7.6 million. This was primarily due to the leasing of space at higher rents that resulted in an increase in base rents of $4.1 million. Straight line rent increased comparable rents by $1.0 million. In addition, rents from carts, kiosks, and other temporary tenants increased comparable rents by $2.4 million. Overage rents increased $2.3 million, reflecting strengthening retail sales.

Management fees and other revenues decreased $1.2 million primarily due to lower construction and development fees from joint venture activities. Total other income, excluding consolidated Simon Brand and Simon Business initiatives, increased $2.0 million during the period. The net effect of the Property Transactions increased other income $1.6 million. Other activity included a $5.0 million increase in outlot land sales which was offset by a decrease in interest income and other fee income.

Consolidated revenues from Simon Brand and Simon Business initiatives increased $11.0 million to $33.7 million from $22.7 million. The increase in revenues is primarily due to:

•: increased revenue from our gift card program,
•: increased rents and fees from service providers,
•: increased advertising rentals, and
•: increased event and sponsorship income.

The increased revenues from Simon Brand and Simon Business were offset by increases in Simon Brand and Simon Business expenses of $2.9 million, that primarily resulted from increased gift card and other operating expenses included in property operating expenses.

Tenant reimbursements, excluding Simon Business initiatives, increased $13.2 million of which the Property Transactions accounted for $13.9 million. Depreciation and amortization expenses increased $19.7 million primarily due to the net effect of the Property Transactions and the Forum Shops acquisition. The uninsured amount of hurricane damage to our Florida properties, $4.4 million, is included in repairs and maintenance expense. Other expenses increased $1.7 million primarily due to ground rent expense of $1.2 million attributable to the acquisition of Stanford Shopping Center. In 2003, we recognized costs of $10.5 million related to a withdrawn tender offer.

Interest expense increased $12.4 million due to increased average borrowings resulting from the impact of the unsecured note offerings in January and August of 2004, and financing of acquisition activities in 2003 and 2004. This increase was offset by an overall decrease in weighted average interest rates as a result of refinancing activity and lower variable interest rate levels. Minority interest increased $1.3 million due to our third party partner's interest in Kravco and our third party partner's share of certain land sales offset by our purchase of the minority partner's interest in Forum Shops.

The gain on sale of assets in 2004 of $1.1 million, $0.8 million net of tax, relates to the sale of our joint venture interest in a hotel property. In 2003, we recorded a $5.1 million net loss on the sale of assets, which primarily consisted of the $6.0 million loss we recorded in connection with the Mall of America litigation.

Preferred dividend expense decreased $7.8 million due to the conversion of shares of 6.5% Series B Preferred Stock into common stock in the fourth quarter of 2003. Finally, preferred distributions of the Operating Partnership increased due to the issuance of preferred units in connection with the Kravco acquisition.

Nine Months Ended September 30, 2004 vs. Nine Months Ended September 30, 2003

Minimum rents, excluding rents from our consolidated Simon Brand and Simon Business initiatives, increased $93.9 million during the period. The net effect of the Property Transactions increased minimum rents $68.0 million and the amortization of the fair market value of in-place leases of $9.0 million. Comparable rents increased $16.9 million. This was primarily due to the leasing of space at higher rents that resulted in an increase in base rents of $13.2 million. Straight-line rent decreased comparable rents by $0.6 million. In addition, rents from carts, kiosks, and other temporary tenants increased comparable rents by $4.3 million. Overage rents increased $5.5 million, reflecting strengthening retail sales.

Management fees and other revenues decreased $1.3 million due to lower leasing and construction fees from joint venture activities, offset by increased development fees. Total other income, excluding consolidated Simon Brand and Simon Business initiatives, increased $4.5 million during the period. This increase included a $9.5 million increase in outlot land sales which was offset by a decrease in interest income and other fee income.

Consolidated revenues from Simon Brand and Simon Business initiatives increased $25.7 million to $87.3 million from $61.6 million. The increase in revenues is primarily due to:

•: increased revenue from our gift card program,
•: increased rents and fees from service providers,
•: increased parking income, and
•: increased event and sponsorship income.

The increased revenues from Simon Brand and Simon Business were offset by increases in Simon Brand and Simon Business expenses of $7.2 million in property operating expenses and $1.4 million in other expenses. These increases primarily resulted from increased gift card and other operating expenses.

Tenant reimbursements, excluding Simon Business initiatives, increased $34.2 million of which the Property Transactions accounted for $34.8 million. Depreciation and amortization expenses increased $59.0 million primarily due to the net effect of the Property Transactions and the Forum Shops acquisition. The uninsured amount of hurricane damage to our Florida properties, $4.4 million, is included in repairs and maintenance expense. Other expenses increased $6.4 million primarily due to ground rent expense of $3.7 million due to the acquisition of Stanford Shopping Center. In 2003, we recognized costs of $10.5 million related to a withdrawn tender offer.

Interest expense increased $20.2 million due to increased average borrowings as a result of the impact of the unsecured note offerings in January and August of 2004, and financing of acquisition activities in 2003 and 2004. This increase was offset by an overall decrease in weighted average interest rates as a result of refinancing activity and lower variable interest rate levels. Minority interest increased $3.6 million due to our third party partner's interest in Kravco and our third party partner's share of certain land sales offset by our purchase of the minority partner's interest in Forum Shops.

The net loss on sale of assets in 2004 of $0.8 million includes the court ordered sale of our interest in Mall of America (see Note 8) of $13.5 million. This loss was offset primarily by the $12.6 million gain, $7.8 million net of tax, related to the sale of our joint venture interest in a hotel property, held by the Management Company, which was acquired as part of the Rodamco North America N.V. acquisition in May 2002. In 2003, we recorded a $5.1 million net loss on the sale of assets, which primarily consisted of the $6.0 million loss we recorded in connection with the Mall of America litigation.

Income from unconsolidated entities decreased $10.2 million in 2004 as compared to 2003 resulting from:

•: the consolidation of two Properties upon our adoption of FIN 46 (see Note 10),
•: the cessation of recording any net income contribution from Mall of America (see Note 8),
•: a decrease in outlot land sales,
•: offset by the opening of Las Vegas Premium Outlets and Chicago Premium Outlets.

Preferred dividend expense decreased $23.5 million due to the conversion of shares of 6.5% Series B Preferred Stock into common stock in the fourth quarter of 2003. Finally, preferred distributions of the Operating Partnership increased due to the issuance of preferred units in connection with the Kravco acquisition.

Liquidity and Capital Resources

Our balance of cash and cash equivalents decreased $46.7 million to $489.0 million as of September 30, 2004, including $98.1 million related to our gift card and certificate programs, which we do not consider available for general working capital purposes.

On September 30, 2004, the Credit Facility had available borrowing capacity of $1.2 billion net of letters of credit of $38.1 million. The Credit Facility bears interest at LIBOR plus 65 basis points with an additional 15 basis point facility fee on the entire $1.25 billion facility and provides for variable grid pricing based upon our corporate credit rating. The Credit Facility has an initial maturity date of April 2005, with an additional one-year extension available at our option. In addition, the Credit Facility has a $100 million EURO sub-tranche that provides availability to borrow Euros at EURIBOR plus 65 basis points and/or dollars at LIBOR plus 65 basis points, at our option, and has the same maturity date as the overall Credit Facility. The amount available under the $100 million EURO sub-tranche will vary with changes in the exchange rate, however, we may also borrow the amount available under this EURO sub-tranche in dollars, if necessary.

During the first nine months of 2004, the maximum amount outstanding under the Credit Facility was $585.0 million and the weighted average amount outstanding was $393.9 million. The weighted average interest rate was 1.75% for the nine-month period ended September 30, 2004.

We and the Operating Partnership also have access to public and private capital markets for our equity and unsecured debt. Finally, we have access to private equity from institutional investors at the Property level. Our current senior unsecured debt ratings are Baa2 by Moody's Investors Service and BBB by Standard & Poor's. Our current corporate rating is BBB+ by Standard & Poor's.

Cash Flows

Our net cash flow from operating activities and distributions of capital from unconsolidated entities totaled $759.9 million. This cash flow includes $25.7 million of excess proceeds from refinancing activities from two unconsolidated joint ventures. In addition, we had net proceeds from all of our debt financing and repayment activities of $655.3 million as discussed below in Financing and Debt. We used a portion of these proceeds to fund the acquisitions as discussed below in Acquisitions and Disposals. We also:

•: paid shareholder dividends and unitholder distributions totaling $512.8 million,
•: paid preferred stock dividends and preferred unit distributions totaling $38.6 million,
•: funded consolidated capital expenditures of $369.4 million. These capital expenditures include development costs of $120.9 million, renovation and expansion costs of $156.6 million and tenant costs and other operational capital expenditures of $91.9 million, and
•: funded investments in unconsolidated entities of $116.0 million of which $81.2 million was used to fund new developments, redevelopments, and other capital expenditures.

In general, we anticipate that cash generated from operations will be sufficient to meet operating expenses, monthly debt service, recurring capital expenditures, and distributions to shareholders necessary to maintain our REIT qualification for 2004 and on a long-term basis. In addition, we expect to be able to obtain capital for nonrecurring capital expenditures, such as acquisitions, major building renovations and expansions, as well as for scheduled principal maturities on outstanding indebtedness, from:

•: excess cash generated from operating performance and working capital reserves,
•: borrowings on the Credit Facility,
•: additional secured or unsecured debt financing, or
•: additional equity raised in the public or private markets.

Financing and Debt

Unsecured Financing

Rate Mandatory Extension Notes ("MAXES") with the holder. The MAXES were due November 15, 2014 and bore interest at LIBOR plus 80 basis points. The exchange of the MAXES for the notes instruments did not result in a significant modification of the terms in the debt arrangement. We used $277.0 million of the net proceeds to reduce borrowings on the Credit Facility, to unencumber one Property, and the remaining portion was used for general working capital purposes. On June 11, 2004, we completed an exchange offer in which notes registered under the Securities Act of 1933 were exchanged for the Rule 144A notes. The exchange notes and the Rule 144A notes have the same economic terms and conditions.

Concurrent with the issuance of the Rule 144A notes, we entered into a five-year variable rate $300.0 million notional amount swap agreement to effectively convert the $300.0 million tranche to floating rate debt at an effective rate of six-month LIBOR. We completed this swap agreement, as our amount of variable rate indebtedness as a percent of our total outstanding was lower than our desired range.

On January 15, 2004, we paid off $150.0 million of 6.75% unsecured notes that matured on that date with borrowings from the Credit Facility.

On February 9, 2004, we paid off $300.0 million of 6.75% unsecured notes that matured on that date with borrowings from the Credit Facility.

On July 15, 2004, we paid off $100.0 million of 6.75% unsecured notes that matured on that date with available working capital.

Secured Financing

On January 22, 2004, we paid off a $60.0 million variable rate mortgage, at LIBOR plus 125 basis points, that encumbered one consolidated Property with remaining proceeds from the senior unsecured notes mentioned above. In addition, we refinanced another consolidated mortgaged Property with a $32.0 million 6.05% fixed rate mortgage that matures on February 11, 2014. The balance of the previous mortgage was $34.7 million at a variable rate of LIBOR plus 250 basis points and was scheduled to mature on April 1, 2004.

On March 31, 2004, we secured a $86.0 million variable rate mortgage, at LIBOR plus 95 basis points, to permanently finance a portion of the Gateway Shopping Center acquisition. The mortgage has an initial maturity date of March 31, 2005 with three, one-year extensions available at our option.

On April 27, 2004, we secured a $96.0 million fixed rate mortgage at 5.17% to permanently finance a portion of the Montgomery Mall purchase of additional ownership interest. The mortgage has an anticipated maturity date of May 11, 2014.

On May 19, 2004, we secured a $260.0 million mortgage to permanently finance a portion of the Plaza Carolina Mall acquisition. The mortgage consists of two fixed-rate tranches and three variable-rate tranches. The fixed-rate components total $100 million at a blended rate of 5.10% and have a maturity date of May 9, 2009. The $160.0 million variable-rate components bear interest at LIBOR plus 90 basis points and have an initial maturity of May 9, 2006 with

three, one-year, extensions available at our option. The initial weighted average all-in interest rate was approximately 3.2%.

On June 15, 2004, we refinanced a pool of seven cross-collateralized mortgages totaling $219.4 million with a $220.0 million variable-rate term loan. The original mortgages would have matured on December 15, 2004 and had an effective interest rate of 7.06% including the effect of an interest rate protection agreement on $48.1 million of variable-rate debt. The collateralized term loan bore interest at LIBOR plus 80 basis points. On June 30, 2004, we refinanced the term loan with individually secured fixed-rate mortgages on six of the seven original mortgages totaling $290.0 million. The mortgages have a maturity date of July 1, 2014 and have a weighted average interest rate of 5.90%. One of the Properties was unencumbered as part of this refinancing.

Summary of Financing

Our consolidated debt, after giving effect to outstanding derivative instruments, consisted of the following (dollars in thousands):

*Debt Subject to*	Adjusted Balance as of September 30, 2004		*Effective Weighted Average Interest Rate*		Adjusted Balance as of December 31, 2003		*Effective Weighted Average Interest Rate*
Fixed Rate	$	9,738,449	6.36	%	$	8,499,750	6.71	%
Variable Rate		1,289,509	2.66	%		1,766,638	2.61	%

	$	11,027,958	5.92	%	$	10,266,388	6.00	%

As of September 30, 2004, we had interest rate cap protection agreements on $209.5 million of consolidated variable rate debt. We had interest rate protection agreements effectively converting variable rate debt to fixed rate debt on $48.1 million of consolidated variable rate debt. In addition, we hold €150 million of notional amount fixed rate swap agreements that have a weighted average pay rate of 2.12% and a weighted average receive rate of 2.08% at September 30, 2004. We also hold $370.0 million of notional amount variable rate swap agreements that have a weighted average pay rate of 2.13% and a weighted average receive rate of 3.72% at September 30, 2004. As of September 30, 2004, the net effect of these agreements effectively converted $136.9 million of fixed rate debt to variable rate debt. As of December 31, 2003, the net effect of these agreements effectively converted $237.0 million of fixed rate debt to variable rate debt.

Contractual Obligations and Off-Balance Sheet Arrangements. There have been no material changes in our outstanding capital expenditure commitments since December 31, 2003, as previously disclosed in our 2003 Annual

Report on Form 10-K. The following table summarizes the material aspects of our future obligations as of September 30, 2004 for the remainder of 2004 and subsequent years thereafter (dollars in thousands):

		*2004*		*2005 – 2006*		*2007 – 2009*		*After 2009*		*Total*
Long Term Debt
	Consolidated (1)	$	153,559	$	1,877,171	$	4,050,168	$	4,944,065	$	11,024,963

Pro rata share of Long Term Debt:
	Consolidated (2)	$	151,736	$	1,871,803	$	3,954,199	$	4,823,775	$	10,801,513
	Joint Ventures (2)		33,177		905,442		718,562		996,357		2,653,538

Total Pro Rata Share of Long Term Debt		$	184,913	$	2,777,245	$	4,672,761	$	5,820,132	$	13,455,051

(1): Represents principal maturities only and therefore, excludes net premiums and discounts and fair value swaps of $2,995.
(2): Represents our pro rata share of principal maturities and excludes net premiums and discounts.

We expect to meet our 2004 debt maturities through refinancings, the issuance of new debt securities or borrowings on the Credit Facility. We also expect to have the ability and financial resources to meet all future long-term obligations. Specific financing decisions will be made based upon market rates, property values, and our desired capital structure at the maturity date of each instrument.

Our off-balance sheet arrangements consist primarily of our investments in real estate joint ventures which are common in the real estate industry and are described in Note 5 of the notes to the accompanying financial statements. Joint venture debt is the liability of the joint venture, is typically secured by the joint venture Property, and is non-recourse to us. As of September 30, 2004, we have guaranteed or have provided letters of credit to support $54.5 million of our total $2.7 billion share of joint venture mortgage and other indebtedness presented in the table above.

Acquisitions and Dispositions

Acquisitions. The acquisition of high quality individual properties or portfolios of properties are an integral component of our growth strategies. During the first nine months of 2004, we acquired two Properties consisting of one regional mall and one community center. In addition, we purchased additional ownership interests in two regional malls and one community center.

On October 14, 2004, we acquired all of the outstanding common stock of Chelsea Property Group, Inc. ("Chelsea") and the limited partner units of its operating partnership subsidiary in a transaction valued at approximately $5.1 billion, including the assumption of debt. Chelsea has interests in 60 premium outlet and other shopping centers containing 16.6 million square feet of gross leasable area in 31 states and Japan.

Buy/sell provisions are common in real estate partnership agreements. Most of our partners are institutional investors who have a history of direct investment in regional mall properties. Our partners in our joint ventures may initiate these provisions at any time and if we determine it is in our shareholders' best interests for us to purchase the joint venture interest, we believe we have adequate liquidity to execute the purchases of the interests without hindering our cash flows or liquidity. Should we decide to sell any of our joint venture interests, we would expect to use the net proceeds from any such sale to reduce outstanding indebtedness.

Dispositions. As part of our strategic plan to own quality retail real estate we continue to pursue the sale of Properties, under the right circumstances, that no longer meet our strategic criteria. During the first nine months of

2004 we disposed of three non-core Properties that no longer meet our strategic criteria. These Properties consisted of two regional malls and one community center. If we sell any Properties that are classified as held for use, their sale prices may differ from their carrying value. We do not believe the sale of these assets will have a material impact on our future results of operations or cash flows and their removal from service and sale will not materially affect our ongoing operations.

Development Activity

New Developments. The following describes our new development projects, the estimated total cost, and our share of the estimated total cost and our share of the construction in progress balance as of September 30, 2004 (dollars in millions):

*Property*	*Location*	*Gross Leasable Area*	Estimated Total Cost (a)		*Our Share of Estimated Total Cost*			*Our Share of Construction in Progress*			*Estimated Opening Date*
Under construction
Clay Terrace	Carmel, IN	570,000	$	100.3	$	50.2		$	40.5		October 16, 2004
St. Johns Town Center	Jacksonville, FL	1,500,000		125.9		107.1	(b)		80.3	(b)	1^st Quarter 2005
Wolf Ranch	Georgetown, TX	670,000		62.4		62.4			36.1		3^rd Quarter 2005
Coconut Point	Bonita Springs, FL	1,200,000		178.2		89.1			24.3		4^th Quarter 2005	(c)
Firewheel Center	Garland, TX	785,000		97.8		97.8			43.4		4^th Quarter 2005

(a): Represents the project costs net of land sales, tenant reimbursements for construction, and other items (where applicable).
(b): Due to our preference in the joint venture partnership, we are contributing 85% of the project costs.
(c): The estimated opening date represents Phase I only. Phase II estimated opening date is 3^rd quarter 2006.

We expect to fund these capital projects with either available cash flow from operations, borrowings from the Credit Facility, or project specific construction loans. We expect total 2004 new development costs during the year to be approximately $250 million.

Strategic Expansions and Renovations. The following describes our significant renovation and/or expansion projects currently under construction, the estimated total cost, our share of the estimated total cost and our share of the construction in progress balance as of September 30, 2004 (dollars in millions):

*Property*	*Location*	*Gross Leasable Area*	Estimated Total Cost (a)		*Our Share of Estimated Total Cost*		*Our Share of Construction in Progress*		*Estimated Opening Date*
Under Construction
Forum Shops at Caesars	Las Vegas, NV	175,000	$	139.0	$	139.0	$	116.0	October 22, 2004
Aurora Mall	Aurora, CO	1,000,000		44.6		44.6		9.5	3^rd Quarter 2006

(a): Represents the project costs net of land sales, tenant reimbursements for construction, and other items (where applicable).

We expect to fund these capital projects with either available cash flow from operations and borrowings from the Credit Facility. We have other renovation and/or expansion projects currently under construction or in preconstruction development and expect to invest a total of approximately $325 million on expansion and renovation activities in 2004.

International. Our strategy is to invest capital internationally not only to acquire existing properties but also to use the net cash flow from the existing properties to fund other future developments. We believe reinvesting the cash flow derived in Euros in other Euro denominated development and redevelopment projects helps minimize our exposure to our initial investment and to the changes in the Euro on future investments that might otherwise significantly increase our cost and reduce our returns on these new projects and developments. In addition, to date we have funded the majority of our investments in Europe with Euro-denominated borrowings that act as a natural hedge on our investments.

Currently, our net income exposure to changes in the volatility of the Euro is not material. In addition, since cash flow from operations is currently being reinvested in other development projects, we do not expect to repatriate Euros for the next few years. Therefore, we also do not currently have a significant cash flow from operations exposure due to fluctuations in the value of the Euro.

The agreements for the Operating Partnership's 34.7% interest in European Retail Enterprises, B.V. ("ERE") are structured to require us to acquire an additional 26.0% ownership interest over time. The future commitments to purchase shares from three of the existing shareholders of ERE are based upon a multiple of adjusted results of operations in the year prior to the purchase of the shares. Therefore, the actual amount of these additional commitments may vary. The current estimated additional commitment is approximately $55 million to purchase shares of stock of ERE, assuming that the three existing shareholders exercise their rights under put options. We expect these purchases to be made from 2006-2008.

The carrying amount of our total equity method investments as of September 30, 2004 in European subsidiaries net of the related cumulative translation adjustment was $303.8 million, including subordinated debt in ERE. As of September 30, 2004, a total of 8 new developments or expansions are under construction that will add approximately 5.8 million square feet of GLA for a total net cost to the joint ventures of approximately €635 million, of which our share is approximately €164 million.

Distributions and Stock Repurchase Program

The Board of Directors declared and we paid a common stock dividend of $0.65 per share in the third quarter of 2004. We are required to pay a minimum level of dividends to maintain our status as a REIT. Our dividends and limited partner distributions typically exceed our net income generated in any given year primarily because of depreciation, which is a "non-cash" expense. Our future dividends and the distributions of the Operating Partnership will be determined by the Board of Directors based on actual results of operations, cash available for dividends and limited partner distributions, and what may be required to maintain our status as a REIT.

On May 5, 2004, the Board of Directors authorized a common stock repurchase program under which we may purchase up to $250 million of our common stock over the next twelve months as market conditions warrant. We may repurchase the shares in the open market or in privately negotiated transactions. As of September 30, 2004, no shares had been repurchased under this program.

On October 4, 2004, we announced a partial quarterly dividend of $0.409783 per share of common stock payable on November 30, 2004, subject to the completion of the merger with Chelsea. The purpose of this dividend is to align the payment time periods for Simon Property and Chelsea. With the completion of the merger on October 14, 2004, the record date for the partial dividend is October 13, 2004.

Non-GAAP Financial Measure — Funds from Operations

Industry practice is to evaluate real estate properties in part based on funds from operations ("FFO"). We consider FFO to be a key measure of our operating performance that is not specifically defined by accounting principles generally accepted in the United States ("GAAP"). We believe that FFO is helpful to investors because it is a widely recognized measure of the performance of REITs and provides a relevant basis for comparison among REITs. We also use this measure internally to measure the operating performance of our Portfolio.

As defined by the National Association of Real Estate Investment Trusts ("NAREIT"), FFO is consolidated net income computed in accordance with GAAP:

•: excluding real estate related depreciation and amortization,
•: excluding gains and losses from extraordinary items and cumulative effects of accounting changes,
•: excluding gains and losses from the sales of real estate,
•: plus the allocable portion of FFO of unconsolidated joint ventures based upon economic ownership interest, and
•: all determined on a consistent basis in accordance with GAAP.

We have adopted NAREIT's clarification of the definition of FFO that requires us to include the effects of nonrecurring items not classified as extraordinary, cumulative effect of accounting change or resulting from the sale of depreciable real estate. However, you should understand that FFO:

•: does not represent cash flow from operations as defined by GAAP,
•: should not be considered as an alternative to net income determined in accordance with GAAP as a measure of operating performance, and
•: is not an alternative to cash flows as a measure of liquidity.

The following schedule sets forth total FFO before allocation to the limited partners of the Operating Partnership and FFO allocable to Simon Property. This schedule also reconciles consolidated net income, which we believe is the most directly comparable GAAP financial measure, to FFO for the periods presented.

			*For the Three Months Ended September 30,*						*For the Nine Months Ended September 30,*
			*2004*			*2003*			*2004*			*2003*
			*(in thousands)*
Funds From Operations			$	276,399		$	237,547		$	796,656		$	707,852

Increase in FFO from prior period				16.4	%					12.5	%

Reconciliation of Net Income to Funds From Operations:
	Net Income		$	81,975		$	58,404		$	216,707		$	195,201
	Plus:
		Limited partners' interest in the Operating Partnership and Preferred distributions of the Operating Partnership		25,697			17,079			70,278			56,422
		Depreciation and amortization from consolidated properties and discontinued operations		143,820			126,978			423,618			374,907
		Our share of depreciation and amortization from unconsolidated entities		39,712			36,218			123,344			108,721
		Loss /(Gain) on sales of real estate and discontinued operations		(618	)		18,081			975			30,815
		Tax provision related to gain on sale		369			—			4,784			—
		Less:
		Minority interest portion of depreciation and amortization		(1,817	)		(695	)		(4,836	)		(2,661	)
		Preferred distributions and dividends		(12,739	)		(18,518	)		(38,214	)		(55,553	)

Funds From Operations			$	276,399		$	237,547		$	796,656		$	707,852

FFO allocable to Simon Property			$	216,239		$	179,345		$	619,399		$	534,370

Diluted net income per share to diluted FFO per share reconciliation:
Diluted earnings per common share			$	.36		$	.22		$	.94		$	.78
Plus: Depreciation and amortization from consolidated entities, net of minority interest portion, and our share of depreciation and amortization from unconsolidated entities				.69			.65			2.05			1.92
Plus: Loss (gain) on sales of real estate and discontinued operations				—			.07			—			.12
Plus: Tax provision related to gain on sale				—			—			.02			—
Less: Impact of additional dilutive securities				(.01	)		(.01	)		—			(.04	)

Diluted FFO per common share			$	1.04		$	.93		$	3.01		$	2.78

Retail Climate and Tenant Bankruptcies

Bankruptcy filings by retailers are normal in the course of our operations. We are continually releasing vacant spaces resulting from tenant terminations. Pressures which affect consumer confidence, job growth, energy costs and income gains can affect retail sales growth, and a continuing soft economic cycle may impact our ability to retenant property vacancies resulting from store closings or bankruptcies. We lost approximately 496,000 square feet of mall shop tenants during the first nine months of 2004. We expect 2004 to be similar to 2003 in terms of square feet lost to bankruptcies.

The geographical diversity of our Portfolio mitigates some of the risk of an economic downturn. In addition, the diversity of our tenant mix also is important because no single retailer represents either more than 1.8% of total GLA or more than 4.4% of our annualized base minimum rent. Bankruptcies and store closings may, in some circumstances, create opportunities for us to release spaces at higher rents to tenants with enhanced sales performance. We have demonstrated an ability to successfully retenant anchor and in line store locations during soft economic cycles. While these factors reflect some of the inherent strengths of our portfolio in a difficult retail environment, we cannot assure you that we will successfully execute our releasing strategy.

Seasonality

The shopping center industry is seasonal in nature, particularly in the fourth quarter during the holiday season, when tenant occupancy and retail sales are typically at their highest levels. In addition, shopping malls achieve most of

their temporary tenant rents during the holiday season. As a result, our earnings are generally highest in the fourth quarter of each year.

In addition, given the number of Properties in warm summer climates our utility expenses are typically higher in the months of June through September due to higher electricity costs to supply air conditioning to our Properties. As a result some seasonality results in increased property operating expenses during these months; however, the majority of these costs are recoverable from tenants.

Environmental Matters

Nearly all of the Properties have been subjected to Phase I or similar environmental audits. Such audits have not revealed nor is management aware of any environmental liability that we believe would have a material adverse impact on our financial position or results of operations. We are unaware of any instances in which we would incur significant environmental costs if any or all Properties were sold, disposed of or abandoned.

Item 3. Qualitative and Quantitative Disclosure About Market Risk

Sensitivity Analysis. A comprehensive qualitative and quantitative analysis regarding market risk is disclosed in our Management's Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2003. There have been no material changes in the assumptions used or results obtained regarding market risk since December 31, 2003.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures. We carried out an evaluation under the supervision and with participation of management, including the chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, our management, including the chief executive officer and chief financial officer, concluded that our disclosure controls and procedures were effective as of that date.

Changes in Internal Control Over Financial Reporting. There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f)) that occurred during the third quarter of 2004 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Part II — Other Information

Item 1. Legal Proceedings

and statutory fiduciary duties and violation of Federal and Nevada racketeering statutes. We intend to vigorously defend the litigation. Although it is not possible to provide an assurance of the ultimate outcome of the litigation or an estimate of the amount or range of potential loss, if any, we believe that the GKLV litigation will not have a material adverse effect on our financial position or results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

During the first nine months of 2004, we issued 3,485,104 shares of common stock to forty-two limited partners in exchange for an equal number of units. The issuance of the shares of common stock was made pursuant to the terms of the Partnership Agreement of the Operating Partnership and was exempt from registration under the Securities Act of 1933 as amended, in reliance upon Section 4(2) as a private offering. We subsequently registered the resale of the shares of common stock under the Securities Act.

Issuer Purchase of Equity Securities

*Period*	*Total Number of Shares Purchased*	*Average Price Paid per Share*	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)	*Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs*
July 1 – July 31, 2004	—	N/A	N/A	$250,000,000
August 1 – August 31, 2004	—	N/A	N/A	$250,000,000
September 1 – September 30, 2004	—	N/A	N/A	$250,000,000

Total	—	N/A	N/A

(1): On May 5, 2004, the Board of Directors authorized a one-year common stock repurchase program. The program was publicly announced on May 6, 2004. Under the program, we may purchase up to $250 million of our common stock as market conditions warrant. We may repurchase shares in the open market or in privately negotiated transactions.

Item 5. Other Information

During the period covered by this Quarterly Report on Form 10-Q, the Audit Committee of our Board of Directors did not approve the engagement of Ernst & Young LLP, our independent auditors, to perform any non-audit services. This disclosure is made pursuant to Section 10A(i)(2) of the Securities Exchange Act of 1934, as added by Section 202 of the Sarbanes-Oxley Act of 2002.

Item 6. Exhibits

10	Credit Agreement, dated as of October 12, 2004, among Simon Property Group, L.P., the Lenders named therein, and the Co-Agents named therein.
31.1	Certification by the Chief Executive Officer pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification by the Chief Financial Officer pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	Certification by the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	SIMON PROPERTY GROUP, INC.
	/s/ Stephen E. Sterrett Stephen E. Sterrett Executive Vice President and Chief Financial Officer
	Date: November 8, 2004

QuickLinks

SIMON PROPERTY GROUP, INC. FORM 10-Q INDEX
Simon Property Group, Inc. Unaudited Consolidated Balance Sheets (Dollars in thousands, except share amounts)
Simon Property Group, Inc. Unaudited Consolidated Statements of Operations and Comprehensive Income (Dollars in thousands, except per share amounts)
Simon Property Group, Inc. Unaudited Consolidated Statements of Cash Flows (Dollars in thousands)
SIMON PROPERTY GROUP, INC. Condensed Notes to Unaudited Financial Statements (Dollars in thousands, except share and per share amounts and where indicated as in millions or billions)

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 3. Qualitative and Quantitative Disclosure About Market Risk

Item 4. Controls and Procedures

Part II — Other Information
Item 1. Legal Proceedings
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 5. Other Information
Item 6. Exhibits
SIGNATURES



                                                                      Exhibit 10

                                                                  Execution Copy

================================================================================
                                CREDIT AGREEMENT

                          Dated as of October 12, 2004

                                      among

                           SIMON PROPERTY GROUP, L.P.

                       THE INSTITUTIONS FROM TIME TO TIME
                             PARTY HERETO AS LENDERS

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

                                       and

           UBS AG, STAMFORD BRANCH, AS PAYMENT AND DISBURSEMENT AGENT

                                       and

                           JP MORGAN SECURITIES INC.,
                  AS JOINT LEAD ARRANGER AND JOINT BOOK MANAGER
                                       and
                         BANC OF AMERICA SECURITIES LLC,
                  AS JOINT LEAD ARRANGER AND JOINT BOOK MANAGER
                                       and
                            UBS AG, STAMFORD BRANCH,
                             AS JOINT LEAD ARRANGER

                                       and

                           CITICORP REAL ESTATE, INC.,
                            AS CO-DOCUMENTATION AGENT
                                       and
                       DEUTSCHE BANK AG, NEW YORK BRANCH,
                            AS CO-DOCUMENTATION AGENT

                                       and

                              JPMORGAN CHASE BANK,
                             AS CO-SYNDICATION AGENT
                                       and
                             BANK OF AMERICA, N.A.,
                             AS CO-SYNDICATION AGENT
================================================================================



                                TABLE OF CONTENTS


                                                                              
                                    ARTICLE I
                                   DEFINITIONS

          1.1.  Certain Defined Terms.............................................1
          1.2.  Computation of Time Periods......................................35
          1.3.  Accounting Terms.................................................36
          1.4.  Other Terms......................................................36

                                   ARTICLE II
                           AMOUNTS AND TERMS OF LOANS

          2.1.  Loans............................................................36
          2.2.  Intentionally Omitted............................................40
          2.3.  Use of Proceeds of Loans and Letters
                 of Credit.......................................................40
          2.4.  Termination Date.................................................40
          2.5.  Intentionally Omitted............................................40
          2.6.  Maximum Credit Facility..........................................40
          2.7.  Authorized Agents................................................41
          2.8.  Special Provisions Regarding
                 Alternative Currency Loans......................................41

                                   ARTICLE III
                                LETTERS OF CREDIT

          3.1.  Letters of Credit................................................43
          3.2.  Obligations Several..............................................53

                                   ARTICLE IV
                            PAYMENTS AND PREPAYMENTS

          4.1.  Prepayments; Reductions in Commitments...........................53
          4.2.  Payments.........................................................56
          4.3.  Promise to Repay; Evidence of Indebtedness.......................61

                                    ARTICLE V
                                INTEREST AND FEES

          5.1.  Interest on the Loans and other Obligations......................63
          5.2.  Special Provisions Governing Eurodollar
                 Rate Loans......................................................67
          5.3.  Fees.............................................................71





                                                                             
                                   ARTICLE VI
                    CONDITIONS TO LOANS AND LETTERS OF CREDIT

          6.1.  Conditions Precedent to the Initial
                 Loans and Letters of Credit.....................................73
          6.2.  Conditions Precedent to All Subsequent
                 Loans and Letters of Credit.....................................75

                                   ARTICLE VII
                         REPRESENTATIONS AND WARRANTIES

          7.1.  Representations and Warranties
                 of the Borrower.................................................77

                                  ARTICLE VIII
                               REPORTING COVENANTS

          8.1.  Borrower Accounting Practices....................................89
          8.2.  Financial Reports................................................89
          8.3.  Events of Default................................................94
          8.4.  Lawsuits.........................................................95
          8.5.  Insurance........................................................96
          8.6.  ERISA Notices....................................................96
          8.7.  Environmental Notices............................................98
          8.8.  Labor Matters...................................................100
          8.9.  Notices of Asset Sales and/or Acquisitions......................100
          8.10. Tenant Notifications............................................100
          8.11. Other Reports...................................................100
          8.12. Other Information...............................................101

                                   ARTICLE IX
                              AFFIRMATIVE COVENANTS

          9.1.  Existence, Etc..................................................101
          9.2.  Powers; Conduct of Business.....................................101
          9.3.  Compliance with Laws, Etc.......................................101
          9.4.  Payment of Taxes and Claims.....................................102
          9.5.  Insurance.......................................................102
          9.6.  Inspection of Property; Books and Records;
                 Discussions....................................................103
          9.7.  ERISA Compliance................................................103
          9.8.  Maintenance of Property.........................................103
          9.9.  Hedging Requirements............................................104
          9.10. Company Status..................................................104
          9.11. Ownership of Projects, Minority
                 Holdings and Property..........................................104





                                                                             
                                    ARTICLE X
                               NEGATIVE COVENANTS

          10.1.  Indebtedness...................................................105
          10.2.  Sales of Assets................................................105
          10.3.  Liens..........................................................105
          10.4.  Investments....................................................106
          10.5.  Conduct of Business............................................107
          10.6.  Transactions with Partners and Affiliates......................107
          10.7.  Restriction on Fundamental Changes.............................107
          10.8.  Margin Regulations; Securities Laws............................108
          10.9.  ERISA..........................................................108
          10.10. Organizational Documents.......................................109
          10.11. Fiscal Year....................................................109
          10.12. Other Financial Covenants......................................109
          10.13. Pro Forma Adjustments..........................................110
          10.14. Existing Revolving Credit Agreement............................112

                                   ARTICLE XI
                     EVENTS OF DEFAULT; RIGHTS AND REMEDIES

          11.1.  Events of Default..............................................113
          11.2.  Rights and Remedies............................................118

                                   ARTICLE XII
                                   THE AGENTS

          12.1.  Appointment....................................................120
          12.2.  Nature of Duties...............................................120
          12.3.  Right to Request Instructions..................................121
          12.4.  Reliance.......................................................122
          12.5.  Indemnification................................................122
          12.6.  Agents Individually............................................122
          12.7.  Successor Agents...............................................123
          12.8.  Relations Among the Lenders....................................124

                                  ARTICLE XIII
                                YIELD PROTECTION

          13.1.  Taxes..........................................................124
          13.2.  Increased Capital..............................................128
          13.3.  Changes; Legal Restrictions....................................128
          13.4.  Replacement of Certain Lenders.................................129

                                   ARTICLE XIV
                              INTENTIONALLY OMITTED





                                                                             

                                   ARTICLE XV
                                  MISCELLANEOUS

          15.1.  Assignments and Participations.................................131
          15.2.  Expenses.......................................................135
          15.3.  Indemnity......................................................136
          15.4.  Change in Accounting Principles................................138
          15.5.  Setoff.........................................................138
          15.6.  Ratable Sharing................................................139
          15.7.  Amendments and Waivers.........................................140
          15.8.  Notices........................................................142
          15.9.  Survival of Warranties and Agreements..........................143
          15.10. Failure or Indulgence Not Waiver;
                  Remedies Cumulative...........................................143
          15.11. Marshalling; Payments Set Aside................................143
          15.12. Severability...................................................144
          15.13. Headings.......................................................144
          15.14. Governing Law..................................................144
          15.15. Limitation of Liability........................................144
          15.16. Successors and Assigns.........................................145
          15.17. Certain Consents and Waivers
                  of the Borrower...............................................145
          15.18. Counterparts; Effectiveness;
                  Inconsistencies...............................................146
          15.19. Limitation on Agreements.......................................147
          15.20. Confidentiality................................................147
          15.21. Disclaimers....................................................148
          15.22. USA Patriot Act................................................149
          15.23. Retained Properties............................................149
          15.24. Entire Agreement...............................................149




                                CREDIT AGREEMENT

          This Credit Agreement, dated as of October 12, 2004 (as amended,
supplemented or modified from time to time, the "AGREEMENT") is entered into
among SIMON PROPERTY GROUP, L.P., the institutions from time to time a party
hereto as Lenders, whether by execution of this Agreement or an Assignment and
Acceptance, the institutions from time to time a party hereto as Co-Agents,
whether by execution of this Agreement or an Assignment and Acceptance, and UBS
AG, STAMFORD BRANCH, as Payment and Disbursement Agent,_JP MORGAN SECURITIES
INC.,_as joint lead arranger and joint book manager, BANC OF AMERICA SECURITIES
LLC, as joint lead arranger and joint book manager, UBS AG, STAMFORD BRANCH, as
joint lead arranger, CITICORP REAL ESTATE, INC., as Co-Documentation Agent,
DEUTSCHE BANK AG, NEW YORK BRANCH, as Co-Documentation Agent, JPMORGAN CHASE
BANK, as Co-Syndication Agent, and BANK OF AMERICA, N.A., as Co-Syndication
Agent.

                                 R E C I T A L S

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

                                    ARTICLE I
                                   DEFINITIONS

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

          "ALTERNATIVE CURRENCY" means (i) the lawful currency of the European
Economic Union (Euros), and (ii) the lawful currency of Japan (Yen).

          "ALTERNATIVE CURRENCY COMMITMENT" means with respect to each Lender,
the amount set forth under the name of such Lender on the signature pages hereof
as its



commitment for Loans in Alternative Currency (and, for each Lender which
is an assignee, the amount set forth in the Assignment and Acceptance entered
into pursuant to Section 15.1 as the assignee's Commitment), as such amount may
be reduced from time to time pursuant to Section 4.1(b) or in connection with an
assignment to an assignee, and as such amount may be increased in connection
with an assignment from an assignor. The initial aggregate Dollar Equivalent
Amount of the Lenders' Alternative Currency Commitments is $250,000,000. In no
event shall any Lender's Alternative Currency Commitment be deemed to reduce
such Lender's Commitment; it being understood that with respect to those Lenders
with both a Commitment and an Alternative Currency Commitment, Borrower may
borrow in either or both of Dollars and Alternative Currency, up to an amount
(or Dollar Equivalent Amount) not to exceed such Lender's Commitment.

          "ALTERNATIVE CURRENCY LETTER OF CREDIT" means a Letter of Credit
denominated in Alternative Currency.

          "ALTERNATIVE CURRENCY SUBLIMIT" means, a Dollar Equivalent Amount of
Loans denominated in Alternative Currency and Alternative Currency Letter(s) of
Credit, equal to Two Hundred Fifty Million Dollars ($250,000,000) (assuming
Commitments of One Billion Eight Hundred Million Dollars ($1,800,000,000) and
ratably adjusted for changes in the Commitments pursuant to this Agreement).

          "AFFILIATE", as applied to any Person, means any other Person that
directly or indirectly controls, is controlled by, or is under common control
with, that Person. For purposes of this definition, "control" (including, with
correlative meanings, the terms "controlling", "controlled by" and "under common
control with"), as applied to any Person, means the possession, directly or
indirectly, of the power to vote fifteen percent (15.0%) or more of the equity
Securities having voting power for the election of directors of such Person or
otherwise to direct or cause the direction of the management and policies of
that Person, whether through the ownership of voting equity Securities or by
contract or otherwise.

                                        2


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

          "AGREEMENT" is defined in the preamble hereto.

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

          "APPLICABLE LENDING OFFICE" means, with respect to a particular
Lender, (i) its Eurodollar Lending Office in respect of provisions relating to
Eurodollar Rate Loans, and (ii) its Domestic Lending Office in respect of
provisions relating to Base Rate Loans.

          "APPLICABLE MARGIN" means, with respect to each Loan, the respective
percentages per annum determined, at any time, based on the range into which
Borrower's Credit Rating then falls, in accordance with the following tables.
Any change in the Applicable Margin shall be effective immediately as of the
date on which any of the rating agencies announces a change in the Borrower's
Credit Rating or the date on which the Borrower has no Credit Rating, whichever
is applicable.

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

                                        3




Range of                  Applicable
Borrower's                Margin for                Applicable
Credit Rating             Eurodollar Rate           Margin for
S&P/Moody's               Loans                     Base Rate
Ratings)                  (% per annum)             (% per annum)
- -------------             ---------------           -------------
                                              
below BBB-/Baa3
or unrated                1.000%                    0.00%
BBB-/Baa3                 0.800%                    0.00%
BBB/Baa2                  0.600%                    0.00%
BBB+/Baa1                 0.550%                    0.00%
A-/A3                     0.500%                    0.00%


If at any time the Borrower has a Credit Rating by both Moody's and S&P which
Credit Ratings are split, then: (A) if the difference between such Credit
Ratings is one ratings category (e.g. Baa2 by Moody's and BBB- by S&P), the
Applicable Margin shall be the rate per annum that would be applicable if the
higher of the Credit Ratings were used; and (B) if the difference between such
Credit Ratings is two ratings category (e.g. Baa1 by Moody's and BBB- by S&P),
the Applicable Margin shall be the rate per annum that would be applicable if
the median of the applicable Credit Ratings is used.

          "ARRANGERS" mean UBS AG, Stamford Branch, JPMorgan Chase Bank, and
Bank of America, N.A.

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

          "AUTHORIZED FINANCIAL OFFICER" means a chief executive officer, chief
financial officer, treasurer or other qualified senior officer acceptable to the
Payment and Disbursement Agent.

          "AVAILABILITY" means, at any particular time, the amount by which the
Maximum Amount at such time exceeds the Obligations at such time.

          "BASE EUROCURRENCY RATE" means, with respect to any Eurodollar
Interest Period applicable to a Borrowing of Eurodollar Rate Loans, an interest
rate per annum determined by the Payment and Disbursement Agent to be the rate
per

                                        4


annum at which deposits in Dollars or Alternative Currency are offered by the
principal office of the Reference Bank in London, England (in the case of
deposits in Dollars) or in the principal financial center (in the case of
deposits in Alternative Currency) to major banks in the London interbank market
at approximately 11:00 a.m. (London time) on the Eurodollar Interest Rate
Determination Date for such Eurodollar Interest Period for a period equal to
such Eurodollar Interest Period and in an amount substantially equal to the
amount of the Eurodollar Rate Loan.

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

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

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

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

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

          "BORROWER PARTNERSHIP AGREEMENT" means the Seventh Amended and
Restated Limited Partnership Agreement of the Borrower, dated as of August 29,
1999, as such agreement may be amended, restated, modified or supplemented from
time to time with the consent of the Payment and Disbursement Agent or as
permitted under SECTION 10.10.

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

          "BUSINESS ACTIVITY REPORT" means (i) an Indiana Business Activity
Report from the Indiana Department of Revenue, Compliance Division, or (ii) a
Notice of Business

                                        5


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

          "BUSINESS DAY" means a day, in the applicable local time, which is not
a Saturday or Sunday or a legal holiday and on which banks are not required or
permitted by law or other governmental action to close (i) in New York, New York
and (ii) in the case of Eurodollar Rate Loans in London, England and/or New
York, New York, (iii) in the case of Letter of Credit transactions for a
particular Lender, in the place where its office for issuance or administration
of the pertinent Letter of Credit is located and/or New York, New York, and (iv)
if such reference relates to the date on which any amount is to be paid or made
available in Alternative Currency, the principal financial center.

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

          "CAPITALIZATION VALUE" means the sum of (i) Combined EBITDA
capitalized at an annual interest rate equal to 8.25%, in the case of Annual
EBITDA generated by malls with sales per

                                        6


square foot of less than $400 per annum, or 7.0%, in the case of Annual EBITDA
generated by malls with sales per square foot of $400 or more per annum, and
(ii) Cash and Cash Equivalents, and (iii) Construction Asset Cost, and (iv)
undeveloped land, valued, in accordance with GAAP, at the lower of cost and
market value, and (v) the Borrower's economic interest in mortgage notes,
valued, in accordance with GAAP, at the lower of cost and market value,
provided, however, that any mortgage notes that are more than sixty (60) days
past due, shall not be included in this clause (v).

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

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

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

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

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

                                        7


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

          "CLOSING DATE" means October 12, 2004.

          "CO-AGENTS" means the Payment and Disbursement Agent, the
Co-Documentation Agents, and the Co-Syndication Agents.

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

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

          "COMBINED EQUITY VALUE" means Capitalization Value minus Total
Adjusted Outstanding Indebtedness.

          "COMBINED INTEREST EXPENSE" means, for any period, the sum of (i)
interest expense of the Consolidated Businesses

                                        8


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

          "COMMERCIAL LETTER OF CREDIT" means any documentary letter of credit
issued by an Issuing Bank pursuant to SECTION 3.1 for the account of the
Borrower, which is drawable upon presentation of documents evidencing the sale
or shipment of goods purchased by the Borrower in the ordinary course of its
business.

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

          "COMMITMENT" means, with respect to any Lender, the obligation of such
Lender to make Loans and to participate in Letters of Credit pursuant to the
terms and conditions of this Agreement, and which shall not exceed the principal
amount set forth opposite such Lender's name under the heading "Commitment" on
the signature pages hereof or the signature page of the Assignment and
Acceptance by which it became a Lender, as modified from time to time pursuant
to the terms of this Agreement or to give effect to any applicable Assignment
and Acceptance, and "COMMITMENTS" means the aggregate principal amount of the
Commitments of all the Lenders, the maximum amount of which shall
be$1,800,000,000, as reduced from time to time pursuant to SECTION 4.1.

          "COMPANY" means Simon Property Group, Inc., a Delaware corporation.

          "COMPLIANCE CERTIFICATE" is defined in SECTION 8.2(b).

          "CONSOLIDATED" means consolidated, in accordance with GAAP.

          "CONSOLIDATED BUSINESSES" means the General Partners, the Borrower and
their wholly-owned Subsidiaries.

                                        9


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

          "CONTAMINANT" means any waste, pollutant, hazardous substance, toxic
substance, hazardous waste, special waste, petroleum or petroleum-derived
substance or waste, radioactive materials, asbestos (in any form or condition),
polychlorinated biphenyls (PCBs), or any constituent of any such substance or
waste, and includes, but is not limited to, these terms as defined in federal,
state or local laws or regulations.

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

                                       10


maximum reasonably anticipated liability in respect thereof (assuming such
Person is required to perform thereunder) as recorded on the balance sheet and
on the footnotes to the most recent financial statements of the applicable
Borrower required to be delivered pursuant hereto. Notwithstanding anything
contained herein to the contrary, guarantees of completion shall not be deemed
to be Contingent Obligations unless and until a claim for payment has been made
thereunder, at which time any such guaranty of completion shall be deemed to be
a Contingent 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 the applicable Borrower), the amount of the
guaranty shall be deemed to be 100% thereof unless and only to the extent that
(X) such other Person has delivered Cash or Cash Equivalents to secure all or
any part of such Person's guaranteed obligations or (Y) such other Person holds
an Investment Grade Credit Rating from either Moody's or S&P, and (ii) in the
case of a 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 not be deemed to include
guarantees of loan commitments or of construction loans to the extent the same
have not been drawn.

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

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

          "CURE LOANS" is defined in SECTION 4.2(b)(v)(C).

          "CUSTOMARY PERMITTED LIENS" means

          (i)     Liens (other than Environmental Liens and Liens in favor of
     the PBGC) with respect to the payment of taxes, assessments or governmental

                                       11


     charges in all cases which are not yet due or which are being contested in
     good faith by appropriate proceedings in accordance with SECTION 9.4 and
     with respect to which adequate reserves or other appropriate provisions are
     being maintained in accordance with GAAP;

          (ii)    statutory Liens of landlords against any Property of the
     Borrower or any of its Subsidiaries and Liens against any Property of the
     Borrower or any of its Subsidiaries in favor of suppliers, mechanics,
     carriers, materialmen, warehousemen or workmen and other Liens against any
     Property of the Borrower or any of its Subsidiaries imposed by law created
     in the ordinary course of business for amounts which, if not resolved in
     favor of the Borrower or such Subsidiary, could not result in a Material
     Adverse Effect;

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

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

                                       12


          "DEBT YIELD" is defined in SECTION 10.12(d).

          "DESIGNEE LENDER" is defined in SECTION 13.4.

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

          "DOLLAR EQUIVALENT AMOUNT" shall mean (i) with respect to any amount
of Alternative Currency on any day, the equivalent amount in Dollars of such
amount of Alternative Currency as determined by the Payment and Disbursement
Agent using the applicable Exchange Rate on such day and (ii) with respect to
any amount of Dollars, such amount.

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

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

          "ELIGIBLE ASSIGNEE" means (i) a Lender or any Affiliate thereof; (ii)
a commercial bank having total assets in excess of $2,500,000,000; (iii) the
central bank of any country which is a member of the Organization for Economic
Cooperation and Development; or (iv) a finance company or other financial
institution reasonably acceptable to the Payment and Disbursement Agent, which
is regularly engaged in making, purchasing or investing in loans and having
total assets in excess of $300,000,000 or is otherwise reasonably acceptable to
the Payment and Disbursement Agent.

          "ENVIRONMENTAL, HEALTH OR SAFETY REQUIREMENTS OF LAW" means all
Requirements of Law derived from or relating to any federal, state or local law,
ordinance, rule, regulation, Permit, license or other binding determination of
any Governmental Authority relating to, imposing liability or standards
concerning, or otherwise addressing the environment, health and/or safety,
including, but not limited to the Clean Air Act, the Clean Water Act, CERCLA,
RCRA, any so-called "Superfund" or "Superlien" law, the Toxic Substances Control

                                       13


Act and OSHA, and public health codes, each as from time to time in effect.

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

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

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

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

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

          "ERISA TERMINATION EVENT" means (i) a Reportable Event with respect to
any Plan; (ii) the withdrawal of the Borrower or any ERISA Affiliate from a Plan
during a plan year in which the Borrower or such ERISA Affiliate was a
"substantial employer" as defined in Section 4001(a)(2) of ERISA or the
cessation of operations which results in the termination of employment of 20% of
Plan participants who are employees of the Borrower or any ERISA Affiliate;
(iii) the

                                       14


imposition of an obligation on the Borrower or any ERISA Affiliate under Section
4041 of ERISA to provide affected parties written notice of intent to terminate
a Plan in a distress termination described in Section 4041(c) of ERISA; (iv) the
institution by the PBGC of proceedings to terminate a Plan; (v) any event or
condition which might constitute grounds under Section 4042 of ERISA for the
termination of, or the appointment of a trustee to administer, any Plan; or (vi)
the partial or complete withdrawal of the Borrower or any ERISA Affiliate from a
Multiemployer Plan.

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

          "EURODOLLAR INTEREST PERIOD" is defined in SECTION 5.2(b)(i).

          "EURODOLLAR INTEREST RATE DETERMINATION DATE" is defined in SECTION
5.2(c)(i).

          "EURODOLLAR LENDING OFFICE" means, with respect to any Lender, such
Lender's office (if any) specified as the "Eurodollar Lending Office" under its
name on the signature pages hereof or on the Assignment and Acceptance by which
it became a Lender or such other office or offices of such Lender as it may from
time to time specify by written notice to the Borrower and the Payment and
Disbursement Agent.

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

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

                                       15


          "EURODOLLAR RESERVE PERCENTAGE" means, for any day, that percentage
which is in effect on such day, as prescribed by the Federal Reserve Board for
determining the maximum reserve requirement (including, without limitation, any
emergency, supplemental or other marginal reserve requirement) for a member bank
of the Federal Reserve System in New York, New York with deposits 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 Eurodollar Rate Loans is determined or any category of
extensions of credit or other assets which includes loans by a non-United States
office of any bank to United States residents).

          "EVENT OF DEFAULT" means any of the occurrences set forth in SECTION
11.1 after the expiration of any applicable grace period and the giving of any
applicable notice, in each case as expressly provided in SECTION 11.1.

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

          "EXISTING REVOLVING CREDIT FACILITY" means the Credit Agreement, dated
as of April 16, 2002, among the Borrower, UBS AG, Stamford Branch, as payment
and disbursement agent, and the institutions party thereto, as amended by
Amendment to Credit Agreement, dated as of June 23, 2003.

          "FACILITY FEE" is defined in SECTION 5.3(a).

                                       16


          "FACILITY FEE PERCENTAGE" means the applicable percentage per annum
determined, at any time, based on the range into which Borrower's Credit Rating
(if any) then falls, in accordance with the following tables. Any change in the
Facility Fee Percentage shall be effective immediately as of the date on which
any of the rating agencies announces a change in the Borrower's Credit Rating or
the date on which the Borrower has no Credit Rating, whichever is applicable.

          The Facility Fee Percentage shall be as follows:



     Range of
     Borrower's
     Credit Rating                        Percentage of
     S&P/Moody's Ratings                  Maximum Amount
     -------------------                  --------------
                                       
     LESS THAN BBB-/Baa3
     or unrated                           0.25%
     BBB-/Baa3                            0.20%
     BBB/Baa2                             0.20%
     BBB+/Baa1                            0.15%
     A-/A3                                0.15%


     If at any time the Borrower has a Credit Rating by both Moody's and S&P
which Credit Ratings are split, then: (A) if the difference between such Credit
Ratings is one ratings category (e.g. Baa2 by Moody's and BBB- by S&P), the
Facility Fee Percentage shall be the rate per annum that would be applicable if
the higher of the Credit Ratings were used; and (B) if the difference between
such Credit Ratings is two ratings category (e.g. Baa1 by Moody's and BBB- by
S&P), the Facility Fee Percentage shall be the rate per annum that would be
applicable if the median of the applicable Credit Ratings is used.

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

                                       17


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

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

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

          "FUNDING DATE" means, with respect to any Loan, the date of funding of
such Loan.

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

          "GENERAL PARTNER" or "GENERAL PARTNERS" means the Company and any
successor general partner(s) of the Borrower.

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

          "GOVERNMENTAL AUTHORITY" means any nation or government, any federal,
state, local or other political

                                       18


subdivision thereof and any entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government.

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

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

          "INDEBTEDNESS", as applied to any Person, means, at any time, without
duplication, (a) all indebtedness, obligations or other liabilities of such
Person (whether consolidated or representing the proportionate interest in any
other Person) (i) for borrowed money (including construction loans) or evidenced
by debt securities, debentures, acceptances, notes or other similar instruments,
and any accrued interest, fees and charges relating thereto, (ii) under profit
payment agreements or in respect of obligations to redeem, repurchase or
exchange any Securities of such Person or to pay dividends in respect of any
stock, (iii) with respect to letters of credit issued for such Person's account,
(iv) to pay the deferred purchase price of property or services, except accounts
payable and accrued expenses arising in the ordinary course of business, (v) in
respect of Capital Leases, (vi) which are Contingent Obligations or (vii) under
warranties and indemnities; (b) all indebtedness, obligations or other
liabilities of such Person or others secured by a Lien on any property of such
Person, whether or not such indebtedness, obligations or liabilities are assumed
by such Person, all as of such time; (c) all indebtedness, obligations or other
liabilities of such Person in respect of interest rate contracts and foreign
exchange contracts, net of liabilities owed to such Person by the counterparties
thereon; (d) all preferred stock subject (upon the occurrence of any contingency
or otherwise) to mandatory redemption; and (e) all contingent

                                       19


Contractual Obligations with respect to any of the foregoing.

          "INDEMNIFIED MATTERS" is defined in SECTION 15.3.

          "INDEMNITEES" is defined in SECTION 15.3.

          "INITIAL FUNDING DATE" means the date on or after October 12, 2004, on
which all of the conditions described in SECTION 6.1 have been satisfied (or
waived) in a manner satisfactory to the Payment and Disbursement Agent and the
Lenders and on which the initial Loans under this Agreement are made by the
Lenders to the Borrower.

          "INTEREST PERIOD" is defined in SECTION 5.2(b).

          "INTEREST RATE HEDGES" is defined in SECTION 9.9.

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

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

                                       20


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

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

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

          "ISSUING BANK" is defined in SECTION 3.1.

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

          "LEAD ARRANGERS" means UBS AG, Stamford Branch, J.P. Morgan Securities
Inc. and Banc of America Securities LLC, and each successor Lead Arranger
appointed pursuant to the terms of Article XII of this Agreement.

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

          "LENDER" means each of the Arrangers, the Co-Agents, and each
financial institution a signatory hereto as a Lender as of the Closing Date and,
at any other given time, each financial institution which is a party hereto as a
Arranger, Co-Agent or Lender, whether as a signatory hereto or pursuant to an
Assignment and Acceptance, and regardless of the capacity in which such entity
is acting (i.e. whether as Payment and Disbursement Agent, Arranger, Co-Agent or
Lender).

          "LETTER OF CREDIT" means any Commercial Letter of Credit or Standby
Letter of Credit whether in Dollars or Alternative Currency.

                                       21


          "LETTER OF CREDIT OBLIGATIONS" means, at any particular time, the sum
of (i) all outstanding Reimbursement Obligations, and (ii) the aggregate undrawn
face amount of all outstanding Letters of Credit and all outstanding Alternative
Currency Letters of Credit, and (iii) the aggregate face amount of all Letters
of Credit and all Alternative Currency Letters of Credit requested by the
Borrower but not yet issued.

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

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

          "LIEN" means any mortgage, deed of trust, pledge, hypothecation,
assignment, conditional sale agreement, deposit arrangement, security interest,
encumbrance, lien (statutory or other and including, without limitation, any
Environmental Lien), preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever in respect of any
property of a Person, whether granted voluntarily or imposed by law, and
includes the interest of a lessor under a Capital Lease or under any financing
lease having substantially the same economic

                                       22


effect as any of the foregoing and the filing of any financing statement or
similar notice (other than a financing statement filed by a "true" lessor
pursuant to Section 9-408 of the Uniform Commercial Code), naming the owner of
such property as debtor, under the Uniform Commercial Code or other comparable
law of any jurisdiction.

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

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

          "LOAN" and "LOANS" is defined in SECTION 2.1.

          "LOAN ACCOUNT" is defined in SECTION 4.3(b).

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

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

                                       23


          "MARGIN STOCK" means "margin stock" as such term is defined in
Regulation U.

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

          "MAXIMUM AMOUNT" means, at any particular time, the Commitments at
such time.

          "MERGER AGREEMENT" means the Agreement and Plan of Merger, dated as of
June 20, 2004.

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

          "MINORITY HOLDINGS" means partnerships, joint ventures and
corporations held or owned by the Borrower or a General Partner which are not
wholly-owned by the Borrower or a General Partner.

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

          "MORGANCHASE" means JPMorgan Chase Bank.

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

          "NET BOND PROCEEDS" means all cash or other assets received by
Borrower or the Company as a result of (i) the issuance or offering of any
unsecured note, bond or debt instrument, including, without limitation,
convertible notes, bonds or debt instruments (other than drawings under this
Agreement or the Existing Revolving Credit Facility or any replacement thereof),
less customary costs and discounts

                                       24


of issuance paid by, or reserves required in connection therewith funded by, the
Company or Borrower, as the case may be. Net Bond Proceeds shall not include
cash received as a result of property sales, any equity offerings or any other
type of capital market transactions other than those described in the preceding
sentence.

          "NON PRO RATA LOAN" is defined in SECTION 4.2 (b)(v).

          "NOTE" means a promissory note in the form attached hereto as EXHIBIT
B payable to a Lender, evidencing certain of the Obligations of the Borrower to
such Lender and executed by the Borrower as required by SECTION 4.3(a), as the
same may be amended, supplemented, modified or restated from time to time;
"NOTES" means, collectively, all of such Notes outstanding at any given time.

          "NOTICE OF BORROWING" means a notice substantially in the form of
EXHIBIT C attached hereto and made a part hereof.

          "NOTICE OF CONVERSION/CONTINUATION" means a notice substantially in
the form of EXHIBIT D attached hereto and made a part hereof with respect to a
proposed conversion or continuation of a Loan pursuant to SECTION 5.1(c).

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

          "OFFICER'S CERTIFICATE" means, as to a corporation, a certificate
executed on behalf of such corporation by the chairman of its board of directors
(if an officer of such corporation) or its chief executive officer, president,
any of its vice-presidents, its chief financial

                                       25


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

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

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

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

          "PAYMENT AND DISBURSEMENT AGENT" is UBS, and each successor payment
and disbursement agent appointed pursuant to the terms of ARTICLE XII of this
Agreement.

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

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

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

                                       26


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

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

          "POTENTIAL EVENT OF DEFAULT" means an event that has occurred with
respect to the Borrower which, with the giving of notice or the lapse of time,
or both, would constitute an Event of Default.

          "PREPAYMENT DATE" is defined in SECTION 4.1(d).

          "PRINCIPAL FINANCIAL CENTER" means, when used in reference to the
Alternative Currency, Frankfurt am Main, Germany, New York, New York, and
London, England, however, when there is a reference to the local time at the
principal financial center, it shall be deemed to mean London England.

          "PROCESS AGENT" is defined in SECTION 15.17(a).

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

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

          "PRO RATA SHARE" means, with respect to any Lender, as applicable, a
fraction (expressed as a percentage), the numerator of which shall be the amount
of such Lender's Commitment and the denominator of which shall

                                       27


be the aggregate amount of all of the Lenders' Commitments (or, if the
Commitments shall have been terminated, the numerator of which shall be the
amount of such Lender's Loans and Letter of Credit Obligations and the
denominator of which shall be the aggregate amount of all the Lenders' Loans,
Letter of Credit Obligations), as adjusted from time to time in accordance with
the provisions of this Agreement. For the avoidance of doubt, the Pro Rata Share
of each Lender as of the Closing Date is set forth on SCHEDULE 1.1.1; in the
event that the Borrower shall prepay the Loans in part but not in whole prior to
the first anniversary of the Closing Date, the Payment and Disbursement Agent
shall recalculate the Pro Rata Share of each Lender as of the first anniversary
of the Closing Date or, if earlier, on the date on which the Loans are repaid in
full, the Letters of Credit and Alternative Currency Letters of Credit are
returned to the applicable Issuing Banks, and the Commitments terminated. In
addition, the pro rata share (the "INITIAL PRO RATA SHARE") of each of the
Lenders other than the holder of the Special Tranche, with respect to the
Commitments, exclusive of the Special Tranche, is set forth on SCHEDULE 1.1.2.
In determining each Lender's Pro Rata Share of (a) funding obligations
(exclusive of the Special Tranche) with respect to each Loan, Alternative
Currency Loan, Letter of Credit and Alternative Currency Letter of Credit, and
(b)(i) prepayment amounts pursuant to SECTIONS 4.1(a) and 4.1(d)(C)(prior to the
first anniversary of the Closing Date), (ii) payment of any Alternative Currency
Loans and/or Reimbursement Obligations, and (iii) reductions in Commitments
prior to the first anniversary of the Closing Date, "Pro Rata Share" shall mean
the Initial Pro Rata Share.

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

          "REAL PROPERTY" means all of the Borrower's present and future right,
title and interest (including, without limitation, any leasehold estate) in (i)
any plots, pieces or parcels of land, (ii) any Improvements of every nature
whatsoever (the rights and interests described in clauses (i) and (ii) above
being the "Premises"), (iii) all easements, rights of way, gores of land or any
lands occupied by streets, ways, alleys, passages, sewer rights,

                                       28


water courses, water rights and powers, and public places adjoining such land,
and any other interests in property constituting appurtenances to the Premises,
or which hereafter shall in any way belong, relate or be appurtenant thereto,
(iv) all hereditaments, gas, oil, minerals (with the right to extract, sever and
remove such gas, oil and minerals), and easements, of every nature whatsoever,
located in, on or benefitting the Premises and (v) all other rights and
privileges thereunto belonging or appertaining and all extensions, additions,
improvements, betterments, renewals, substitutions and replacements to or of any
of the rights and interests described in CLAUSES (iii) and (iv) above.

          "REFERENCE BANK" means UBS.

          "REGISTER" is defined in SECTION 15.1(c).

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

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

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

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

          "REIMBURSEMENT DATE" is defined in SECTION 3.1(d)(i)(A).

          "REIMBURSEMENT OBLIGATIONS" means the aggregate non-contingent
reimbursement or repayment obligations of the Borrower with respect to amounts
drawn under Letters of Credit and Alternative Currency Letters of Credit.

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

          "RELEASE" means any release, spill, emission, leaking, pumping,
pouring, dumping, injection, deposit, disposal, abandonment, or discarding of
barrels, containers or other receptacles, discharge, emptying, escape,

                                       29


dispersal, leaching or migration into the indoor or outdoor environment or into
or out of any Property, including the movement of Contaminants through or in the
air, soil, surface water, groundwater or Property.

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

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

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

          "REQUISITE LENDERS" means Lenders whose Pro Rata Shares, in the
aggregate, are greater than sixty-six and two-thirds percent (66.67%); PROVIDED,
HOWEVER, that, in the event any of the Lenders shall have failed to fund its Pro
Rata Share of any Loan requested by the Borrower which such Lenders are
obligated to fund under the terms of this Agreement and any such failure has not
been cured as provided in SECTION 4.2(b)(v)(B), then for so long as such failure
continues, "REQUISITE LENDERS" means Lenders (excluding all Lenders whose
failure to fund their respective Pro Rata Shares of such Loans have not been so

                                       30


cured) whose Pro Rata Shares represent more than sixty-six and two-thirds
percent (66.67%) of the aggregate Pro Rata Shares of such Lenders; PROVIDED,
FURTHER, HOWEVER, that, in the event that the Commitments have been terminated
pursuant to the terms of this Agreement, "REQUISITE LENDERS" means Lenders
(without regard to such Lenders' performance of their respective obligations
hereunder) whose aggregate ratable shares (stated as a percentage) of the
aggregate outstanding principal balance of all Loans are greater than sixty-six
and two-thirds percent (66.67%).

          "RETAINED PROPERTIES" shall mean those real properties more
particularly described on SCHEDULE 15.23 hereto.

          "S&P" means Standard & Poor's Ratings Service.

          "SECURED INDEBTEDNESS" means any Indebtedness secured by a Lien.

          "SECURITIES" means any stock, shares, voting trust certificates,
partnership interests, bonds, debentures, notes or other evidences of
indebtedness, secured or unsecured, convertible, subordinated or otherwise, or
in general any instruments commonly known as "securities", including, without
limitation, any "security" as such term is defined in Section 8-102 of the
Uniform Commercial Code, or any certificates of interest, shares, or
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 the Notes or any other evidence of the
Obligations.

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

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

          "SHARING EVENT" means (i) the occurrence of an Event of Default with
respect to Borrower or any General Partner under clauses (f) or (g) of Section
11.1, (ii) at the election of any Lender, with respect only to its Alternative
Currency Commitment, the occurrence of any other Event of Default with respect
to Borrower or any General

                                       31


Partner, or (iii) the acceleration of the Loans pursuant to Section 11.2 (a
Sharing Event under clauses (i) or (iii) being an "AUTOMATIC SHARING EVENT", and
a Sharing Event under clause (ii) being an "ELECTIVE SHARING EVENT").

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

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

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

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

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

          "SPECIAL TRANCHE" means the Loans in Dollars to be made by Pacific
Life Insurance Company, which Loans shall not exceed $50,000,000 in the
aggregate.

          "STANDBY LETTER OF CREDIT" means any letter of credit issued by an
Issuing Bank pursuant to SECTION 3.1 for the account of the Borrower, which is
not a Commercial Letter of Credit.

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

          "TAXES" is defined in SECTION 13.1(a).

                                       32


          "TENANT ALLOWANCE" means a cash allowance paid to a tenant by the
landlord pursuant to a Lease.

          "TERMINATION DATE" means the earlier to occur of (i) October 12, 2006
(or, if not a Business Day, the next succeeding Business Day); and (ii) the date
of termination of the Commitments pursuant to the terms of this Agreement.

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

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

          "TOTAL UNSECURED OUTSTANDING INDEBTEDNESS" means that portion of Total
Adjusted Outstanding Indebtedness that is not secured by a Lien.

          "UBS" means UBS AG, Stamford Branch.

          "UNENCUMBERED COMBINED EBITDA" means that portion of Combined EBITDA
which represents revenues earned from the Management Company (up to 5% of
Combined EBITDA) or from Real Property that is not subject to or encumbered by
Secured Indebtedness and is not subject to any agreements (other than those
agreements more particularly described on SCHEDULE 1.1.5), the effect of which
would be to restrict, directly or indirectly, the ability of the owner of such
Property from granting Liens thereon, calculated on the first day of each fiscal
quarter for the four immediately preceding consecutive fiscal quarters.

                                       33


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

          "UNSECURED DEBT YIELD" is defined in SECTION 10.12(e).

          "UNSECURED INTEREST EXPENSE" means the interest expense incurred on
the Total Unsecured Outstanding Indebtedness.

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

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

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

                                       34


                                   ARTICLE II
                           AMOUNTS AND TERMS OF LOANS

          2.1.    LOANS.

          (a)  AVAILABILITY. Subject to the terms and conditions set forth in
this Agreement, (i) each Lender hereby severally and not jointly agrees to make
loans (each individually, a "LOAN" and, collectively, the "LOANS"), in Dollars
to the Borrower from time to time on or before the six (6) month anniversary of
the Closing Date, in an amount not to exceed such Lender's Pro Rata Share of the
Availability at such time (it being agreed that the holder of the Special
Tranche shall fund the full amount of the Special Tranche on the Initial Funding
Date), and (ii) in furtherance and clarification of the foregoing, as to all
Lenders other than the holder of the Special Tranche, to make Eurodollar Rate
Loans to Borrower denominated in the Alternative Currency (provided (A) the
Alternative Currency is readily available to such Lenders and is freely
transferable and convertible to Dollars, and (B) the Reuters Monitor Money Rates
Service (or any successor thereto) reports a London Interbank Offered Rate for
the Alternative Currency relating to the applicable Interest Period), in an
aggregate principal Dollar Equivalent Amount not to exceed the lesser of (x)
such Lender's Alternative Currency Commitment, and (y) a Dollar Equivalent
Amount so that the aggregate of such Lender's Pro Rata Share of Loans in both
Dollars and Alternative Currency (including the Loans to be made) do not exceed
such Lender's Pro Rata Share of the Availability at such time. Notwithstanding
the foregoing, however, at any time during the term of this Agreement, Borrower
may elect to convert a portion of the Loans (other than the Special Tranche)
denominated in Dollars to Loans denominated in an Alternative Currency, provided
the same shall otherwise be in compliance with the provisions hereof, including,
without limitation, the provisions of SECTION 5.1(c) hereof. All Loans
comprising the same Borrowing under this Agreement shall be made by the Lenders
simultaneously and proportionately to their then respective Pro Rata Shares, it
being understood that no Lender shall be responsible for any failure by any
other Lender to perform its obligation to make a Loan hereunder nor shall the

                                       35


Commitment of any Lender be increased or decreased as a result of any such
failure. Subject to the provisions of this Agreement, the Borrower may repay any
outstanding Loan (other than the Loans consisting of the Special Tranche prior
to the first anniversary of the Closing Date) on any day which is a Business Day
and any amounts so repaid may not be reborrowed, provided, however, that a
Letter of Credit in an amount equal to or less than the amount so repaid may be
issued simultaneously with such paydown, unless such paydown shall be a
mandatory prepayment pursuant to SECTION 4.1(d), in which event, no such Letter
of Credit may be issued. The initial Borrowing shall be for an amount not less
than eighty percent (80%) of the Commitments, and there shall be no more than
two (2) additional Borrowings of not less than $25,000,000 each.

          (b)  NOTICE OF BORROWING. When the Borrower desires to borrow under
this SECTION 2.1, it shall deliver to the Payment and Disbursement Agent a
Notice of Borrowing, signed by it (i) no later than 12:00 noon (New York time)
on the Business Day immediately preceding the proposed Funding Date, in the case
of a Borrowing of Base Rate Loans, (ii) intentionally omitted, (iii) no later
than 11:00 a.m. (New York time) at least three (3) Business Days in advance of
the proposed Funding Date (except in connection with the Initial Funding Date,
as to which only two (2) Business Days in advance thereof shall be required with
respect to Loans in Dollars only), in the case of a Borrowing of Eurodollar Rate
Loans, and (iv) no later than 11:00 a.m. (New York time) at least four (4)
Business Days before each Borrowing of Eurodollar Rate Loans denominated in an
Alternative Currency. Such Notice of Borrowing shall specify (i) the proposed
Funding Date (which shall be a Business Day), (ii) the amount of the proposed
Borrowing, (iii) the Availability as of the date of such Notice of Borrowing,
(iv) whether the proposed Borrowing will be of Base Rate Loans or Eurodollar
Rate Loans, and if Eurodollar Rate Loans are requested other than in Dollars,
the amount of the Alternative Currency being requested, (v) in the case of
Eurodollar Rate Loans, the requested Eurodollar Interest Period, and (vi)
instructions for the disbursement of the proceeds of the proposed Borrowing. In
lieu of delivering such a Notice of Borrowing (except with respect to a
Borrowing of Loans on the Initial Funding Date), the Borrower may give the
Payment and Disbursement Agent telephonic notice of any proposed Borrowing by
the time required under this SECTION 2.1(b), if

                                       36


the Borrower confirms such notice by delivery of the Notice of Borrowing to the
Payment and Disbursement Agent by facsimile transmission promptly, but in no
event later than 3:00 p.m. (New York time) on the same day. Any Notice of
Borrowing (or telephonic notice in lieu thereof) given pursuant to this SECTION
2.1(b) shall be irrevocable.

          (c)  MAKING OF LOANS. (i) Promptly after receipt of a Notice of
Borrowing under SECTION 2.1(b) (or telephonic notice in lieu thereof), the
Payment and Disbursement Agent shall notify each Lender by facsimile
transmission, or other similar form of transmission, of the proposed Borrowing
(which notice to the Lenders, in the case of a Borrowing of Eurodollar Rate
Loans, shall be at least three (3) Business Days (or two (2) Business Days in
the case of the Initial Funding Date with respect to Loans in Dollars only)(or
four (4) Business Days in the case of an Alternative Currency Loan) in advance
of the proposed Funding Date for such Loans). Each Lender shall deposit an
amount equal to its Pro Rata Share of the Borrowing requested by the Borrower
with the Payment and Disbursement Agent at its office in Stamford, CT, in
immediately available funds in Dollars or Alternative Currency, as applicable,
not later than 12:00 noon (New York time), or, in the case of an Alternative
Currency Borrowing, local time of the principal financial center, on the
respective Funding Date therefor. Subject to the fulfillment of the conditions
precedent set forth in SECTION 6.1 or SECTION 6.2, as applicable, the Payment
and Disbursement Agent shall make the proceeds of such amounts received by it
available to the Borrower at the Payment and Disbursement Agent's office in
Stamford, CT on such Funding Date (or on the date received if later than such
Funding Date) and shall disburse such proceeds in accordance with the Borrower's
disbursement instructions set forth in the applicable Notice of Borrowing. The
failure of any Lender to deposit the amount described above with the Payment and
Disbursement Agent on the applicable Funding Date shall not relieve any other
Lender of its obligations hereunder to make its Loan on such Funding Date. In
the event the conditions precedent set forth in SECTION 6.1 or 6.2 are not
fulfilled as of the proposed Funding Date for any Borrowing, the Payment and
Disbursement Agent shall promptly return, by wire transfer of immediately
available funds, the amount deposited by each Lender to such Lender.

          (ii)    Unless the Payment and Disbursement Agent shall have been
notified by any Lender on the Business Day

                                       37


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

          2.2.    INTENTIONALLY OMITTED.

          2.3.    USE OF PROCEEDS OF LOANS AND LETTERS OF CREDIT. The proceeds
of the Loans and the Letters of Credit issued for the account of the Borrower
hereunder may be used for the purposes of:

          (a)  acquisition of the outstanding shares of Chelsea Property Group
Inc. ("CHELSEA"), upon and subject to the terms of the Merger Agreement; and

          (b)  provided that the Chelsea acquisition shall have been completed,
or shall be completed simultaneously therewith, other general corporate,
partnership and working capital needs of the Borrower, inclusive of repayment of
Indebtedness for borrowed money;

                                       38


each of which purposes described in clauses (a) and (b) above must otherwise be
lawful general corporate, partnership and working capital purposes of the
Borrower.

          2.4.    TERMINATION DATE. The Commitments shall terminate, and all
outstanding Obligations shall be paid in full (or, in the case of unmatured
Letter of Credit Obligations, provision for payment in cash shall be made to the
satisfaction of the Lenders actually issuing Letters of Credit and the Requisite
Lenders), on the Termination Date.

          2.5.    INTENTIONALLY OMITTED.

          2.6.    MAXIMUM CREDIT FACILITY. Notwithstanding anything in this
Agreement to the contrary, in no event shall the aggregate principal Obligations
exceed the Maximum Amount.

          2.7.    AUTHORIZED AGENTS. On the Closing Date and from time to time
thereafter, the Borrower shall deliver to the Payment and Disbursement Agent an
Officer's Certificate setting forth the names of the employees and agents
authorized to request Loans and Letters of Credit and to request a
conversion/continuation of any Loan and containing a specimen signature of each
such employee or agent. The employees and agents so authorized shall also be
authorized to act for the Borrower in respect of all other matters relating to
the Loan Documents. The Payment and Disbursement Agent, the Arrangers, the
Co-Agents, the Lenders and any Issuing Bank shall be entitled to rely
conclusively on such employee's or agent's authority to request such Loan or
Letter of Credit or such conversion/continuation until the Payment and
Disbursement Agent and the Arrangers receive written notice to the contrary.
None of the Payment and Disbursement Agent or the Arrangers shall have any duty
to verify the authenticity of the signature appearing on any written Notice of
Borrowing or Notice of Conversion/Continuation or any other document, and, with
respect to an oral request for such a Loan or Letter of Credit or such
conversion/continuation, the Payment and Disbursement Agent and the Arrangers
shall have no duty to verify the identity of any person representing himself or
herself as one of the employees or agents authorized to make such request or
otherwise to act on behalf of the Borrower. None of the Payment and Disbursement
Agent, the Arrangers or the Lenders shall incur any liability to the Borrower or
any other Person in acting upon any telephonic or facsimile

                                       39


notice referred to above which the Payment and Disbursement Agent or the
Arrangers believes to have been given by a person duly authorized to act on
behalf of the Borrower and the Borrower hereby indemnifies and holds harmless
the Payment and Disbursement Agent, each Arranger and each other Lender from any
loss or expense the Payment and Disbursement Agent, the Arrangers or the Lenders
might incur in acting in good faith as provided in this SECTION 2.7.

          2.8.    SPECIAL PROVISIONS REGARDING ALTERNATIVE CURRENCY LOANS.

     (a)  Upon the occurrence of a Automatic Sharing Event, automatically (and
without the taking of any action), or upon the occurrence of an Elective Sharing
Event, upon three (3) Business Days' notice from the applicable Lender to the
Payment and Disbursement Agent and Borrower, (x) all then outstanding Eurodollar
Rate Loans denominated in the Alternative Currency (in the case of an Elective
Sharing Event, however, only with respect to all such Loans of the applicable
Lender) shall be automatically converted into Base Rate Loans denominated in
Dollars (in an amount equal to the Dollar Equivalent Amount of the aggregate
principal amount of the applicable Eurodollar Rate Loans on the date such
Sharing Event first occurred, which Loans denominated in Dollars (i) shall
thereafter continue to be deemed to be Base Rate Loans and (ii) unless the
Sharing Event resulted solely from a termination of the Commitments, shall be
immediately due and payable on the date such Sharing Event has occurred), and
(y) unless the Sharing Event resulted solely from a termination of the
Commitments, all accrued and unpaid interest and other amounts owing with
respect to such Loans (in the case of an Elective Sharing Event, however, only
with respect to all such Loans of the applicable Lender) shall be immediately
due and payable in Dollars, taking the Dollar Equivalent Amount of such accrued
and unpaid interest and other amounts.

     (b)  Upon the occurrence of an Automatic Sharing Event or an Elective
Sharing Event with respect to the applicable electing Lenders (i) no further
Alternative Currency Loans shall be made, (ii) all amounts from time to time
accruing with respect to, and all amounts from time to time payable on account
of, any outstanding Eurodollar Rate Loans

                                       40


initially denominated in the Alternative Currency (including, without
limitation, any interest and other amounts which were accrued but unpaid on the
date of such purchase) shall be payable in Dollars as if such Eurodollar Rate
Loans had originally been made in Dollars, and (iii) the Commitments of the
Lenders shall be automatically terminated.

                                   ARTICLE III
                                LETTERS OF CREDIT

          3.1.    LETTERS OF CREDIT. Subject to the terms and conditions set
forth in this Agreement, including, without limitation, SECTION 3.1(c)(ii), each
of the Arrangers hereby severally agrees to issue for the account of the
Borrower one or more Letters of Credit or Alternative Currency Letters of
Credit(any such Arranger actually issuing a Letter of Credit or Alternative
Currency Letter of Credit, an "ISSUING BANK"), subject to the following
provisions:

          (a)  TYPES AND AMOUNTS. An Issuing Bank shall not have any obligation
to issue, amend or extend, and shall not issue, amend or extend, any Letter of
Credit or Alternative Currency Letter of Credit at any time:

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

          (ii)    if, immediately after giving effect to the issuance, amendment
     or extension of such Letter of Credit or Alternative Currency Letter of
     Credit, (1) the Letter of Credit Obligations at such time would exceed
     $100,000,000 with respect to Letters of Credit or the Dollar Equivalent
     Amount of $20,000,000 with respect to Alternative Currency Letters of
     Credit, or (2) the Obligations at such time would exceed the Maximum Amount

                                       41


     (excluding the Commitments for the Special Tranche) at such time, or (3)
     the sum of the Loans in the Alternative Currency and the Letter of Credit
     Obligations with respect to Alternative Currency Letters of Credit at such
     time would exceed the Alternative Currency Sublimit, or (4) one or more of
     the conditions precedent contained in SECTIONS 6.1 or 6.2, as applicable,
     would not on such date be satisfied, unless such conditions are thereafter
     satisfied and written notice of such satisfaction is given to such Issuing
     Bank by the Payment and Disbursement Agent (and such Issuing Bank shall not
     otherwise be required to determine that, or take notice whether, the
     conditions precedent set forth in SECTIONS 6.1 or 6.2, as applicable, have
     been satisfied);

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

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

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

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

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

                                       42


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

          (ii)    The Arrangers shall jointly select one Arranger to act as
Issuing Bank with respect to such Letter of Credit and/or Alternative Currency
Letter of Credit, which selection shall be in the sole discretion of the
Arrangers. If such Arranger declines to issue the Letter of Credit and/or
Alternative Currency Letter of Credit, the Arrangers shall jointly select an
alternative Arranger to issue such Letter of Credit and/or Alternative Currency
Letter of Credit.

          (iii)   The selected Arranger (if not the Payment and Disbursement
Agent) shall give the Payment and Disbursement Agent written notice, or
telephonic notice confirmed promptly thereafter in writing, of the issuance,
amendment or extension of a Letter of Credit and/or Alternative Currency Letter
of Credit(which notice the

                                       43


Payment and Disbursement Agent shall promptly transmit by telegram, facsimile
transmission, or similar transmission to each Lender).

          (d)  REIMBURSEMENT OBLIGATIONS; DUTIES OF ISSUING BANKS AND OTHER
LENDERS.

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

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

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

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

          (iii)   No action taken or omitted in good faith by an Issuing Bank
under or in connection with any Letter of Credit and/or Alternative Currency
Letter of Credit shall

                                       44


put such Issuing Bank under any resulting liability to any Lender, the Borrower
or, so long as it is not issued in violation of SECTION 3.1(a), relieve any
Lender of its obligations hereunder to such Issuing Bank. Solely as between the
Issuing Banks and the other Lenders, in determining whether to pay under any
Letter of Credit and/or Alternative Currency Letter of Credit, the Issuing Bank
shall have no obligation to the other Lenders other than to confirm that any
documents required to be delivered under a respective Letter of Credit and/or
Alternative Currency Letter of Credit appear to have been delivered and that
they appear on their face to comply with the requirements of such Letter of
Credit and/or Alternative Currency Letter of Credit.

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

          (ii)    If any Issuing Bank makes any payment under any Letter of
Credit and/or Alternative Currency Letter of Credit and the Borrower does not
repay such amount to the Issuing Bank on the Reimbursement Date, the Issuing
Bank shall promptly notify the Payment and Disbursement Agent, which shall
promptly notify each other Lender, and each Lender shall promptly (but in no
event shall any Lender make such payment more than three (3) Business Days after
demand therefor in the case of a Letter of Credit, or five (5) Business Days
after demand therefor in the case of an Alternative Currency Letter of Credit)
and unconditionally pay to the Payment and Disbursement Agent for the account of
such Issuing Bank, in immediately available funds, the amount of such Lender's
Pro Rata Share of such payment (net of that portion of such payment, if any,
made by such Issuing Bank in its capacity as an issuer of a Letter of Credit
and/or Alternative Currency Letter of Credit), and

                                       45


the Payment and Disbursement Agent shall promptly pay to such Issuing Bank such
amounts received by it, and any other amounts received by the Payment and
Disbursement Agent for such Issuing Bank's account, pursuant to this SECTION
3.1(e). If a Lender does not make its Pro Rata Share of the amount of such
payment available to the Payment and Disbursement Agent, such Lender agrees to
pay to the Payment and Disbursement Agent for the account of the Issuing Bank,
forthwith on demand, such amount together with interest thereon at the interest
rate then applicable to Base Rate Loans in accordance with SECTION 5.1(a). The
failure of any Lender to make available to the Payment and Disbursement Agent
for the account of an Issuing Bank its Pro Rata Share of any such payment shall
neither relieve any other Lender of its obligation hereunder to make available
to the Payment and Disbursement Agent for the account of such Issuing Bank such
other Lender's Pro Rata Share of any payment on the date such payment is to be
made nor increase the obligation of any other Lender to make such payment to the
Payment and Disbursement Agent.

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

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

                                       46


          (v)     The obligations of a Lender to make payments to the Payment
and Disbursement Agent for the account of any Issuing Bank with respect to a
Letter of Credit and/or Alternative Currency Letter of Credit shall be
irrevocable, shall not be subject to any qualification or exception whatsoever
except willful misconduct or gross negligence of such Issuing Bank, and shall be
honored in accordance with this ARTICLE III (irrespective of the satisfaction of
the conditions described in SECTIONS 6.1 and 6.2, as applicable) under all
circumstances, including, without limitation, any of the following
circumstances:

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

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

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

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

                                       47


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

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

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

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

          (g)  LETTER OF CREDIT FEE CHARGES. In connection with each Letter of
Credit and/or Alternative Currency Letter of Credit, Borrower hereby covenants
to pay to the Payment and Disbursement Agent the following fees each payable
quarterly in arrears (on the first Business Day of each calendar quarter
following the issuance of each Letter of Credit and/or Alternative Currency
Letter of Credit): (1) a fee for the account of the Lenders (other than the
holder of the Special Tranche), computed daily on the amount of the Letter of
Credit or Dollar Equivalent Amount of the Alternative Currency Letter of Credit
issued and outstanding at a rate per annum equal to the "Banks' L/C Fee Rate"
(as hereinafter defined) and (2) a fee, for the Issuing Bank's own account,
computed daily on the amount of the Letter of Credit and/or Alternative Currency
Letter of Credit issued

                                       48


and outstanding at a rate per annum equal to 0.125%. For purposes of this
Agreement, the "Banks' L/C Fee Rate" shall mean, at any time, a rate per annum
equal to the Applicable Margin for Eurodollar Rate Loans LESS 0.125% per annum.
It is understood and agreed that the last installment of the fees provided for
in this paragraph (g) with respect to any particular Letter of Credit shall be
due and payable on the first day of the fiscal quarter following the return,
undrawn, or cancellation of such Letter of Credit and/or Alternative Currency
Letter of Credit. In addition, the Borrower shall pay to each Issuing Bank,
solely for its own account, the standard charges assessed by such Issuing Bank
in connection with the issuance, administration, amendment and payment or
cancellation of Letters of Credit and/or Alternative Currency Letter of Credit
and such compensation in respect of such Letters of Credit and/or Alternative
Currency Letters of Credit for the Borrower's account as may be agreed upon by
the Borrower and such Issuing Bank from time to time.

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

          (i)  INDEMNIFICATION; EXONERATION. (i) In addition to all other
amounts payable to an Issuing Bank, the Borrower hereby agrees to defend,
indemnify, and save the Payment and Disbursement Agent, each Issuing Bank, and
each other Lender harmless from and against any and all claims, demands,
liabilities, penalties, damages, losses (other than loss of profits), costs,
charges and expenses

                                       49


(including reasonable attorneys' fees but excluding taxes) which the Payment and
Disbursement Agent, the Issuing Banks, or such other Lender may incur or be
subject to as a consequence, direct or indirect, of (A) the issuance of any
Letter of Credit and/or Alternative Currency Letter of Credit other than as a
result of the gross negligence or willful misconduct of the Issuing Bank, as
determined by a court of competent jurisdiction, or (B) the failure of the
Issuing Bank to honor a drawing under such Letter of Credit and/or Alternative
Currency 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.

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

                                       50


beneficiary of a Letter of Credit and/or Alternative Currency Letter of Credit
of the proceeds of any drawing under such Letter of Credit and/or Alternative
Currency Letter of Credit; and (H) any consequences arising from causes beyond
the control of the Payment and Disbursement Agent, the Issuing Banks or the
other Lenders.

          3.2.    OBLIGATIONS SEVERAL. The obligations of the Payment and
Disbursement Agent, each Issuing Bank, and each other Lender under this ARTICLE
III are several and not joint, and no Issuing Bank or other Lender shall be
responsible for the obligation to issue Letters of Credit and/or Alternative
Currency Letters of Credit or participation obligation hereunder, respectively,
of any other Issuing Bank or other Lender.

                                   ARTICLE IV
                            PAYMENTS AND PREPAYMENTS

          4.1.    PREPAYMENTS; REDUCTIONS IN COMMITMENTS.

          (a)  VOLUNTARY PREPAYMENTS. The Borrower may, at any time and from
time to time, prepay the Loans in part or in their entirety, subject to the
following limitations. Notwithstanding the foregoing, however, the Special
Tranche may not be prepaid, in whole or in part, prior to the first anniversary
of the Closing Date. The Borrower shall give at least one (1) Business Day's
prior written notice, in the case of Base Rate Loans, and at least three (3)
Business Days' prior written notice, in the case of Eurodollar rate Loans, to
the Payment and Disbursement Agent (which the Payment and Disbursement Agent
shall promptly transmit to each Lender) of any prepayment in the entirety to be
made prior to the occurrence of an Event of Default, which notice of prepayment
shall specify the date (which shall be a Business Day) of prepayment. When
notice of prepayment is delivered as provided herein, the outstanding principal
amount of the Loans on the prepayment date specified in the notice shall become
due and payable on such prepayment date. Each voluntary partial prepayment of
the Loans shall be in a minimum amount of $1,000,000. Eurodollar Rate Loans may
be prepaid in part or in their entirety only upon payment of the amounts
described in SECTION 5.2(f).

          (b)  VOLUNTARY REDUCTIONS IN COMMITMENTS. The Borrower may, upon at
least three (3) Business Days' prior

                                       51


written notice to the Payment and Disbursement Agent (which the Payment and
Disbursement Agent shall promptly transmit to each Lender), at any time and from
time to time, terminate in whole or permanently reduce in part the Commitments
and/or the Alternative Currency Commitments, PROVIDED THAT the Borrower shall
have made whatever payment may be required to reduce the Obligations to an
amount less than or equal to the Commitments and/or Alternative Currency
Commitments as reduced or terminated, which amount shall become due and payable
on the date of the reduction or termination specified in such notice.
Notwithstanding the foregoing, however, the Commitments attributable to the
Special Tranche may not be terminated, in whole or in part, prior to the first
anniversary of the Closing Date. Any partial reduction of the Commitments and/or
Alternative Currency Commitments shall be in an aggregate minimum amount of
$1,000,000, and shall reduce the Commitment and/or Alternative Currency
Commitment of each Lender proportionately in accordance with its Pro Rata Share.
Any Commitments that shall remain undrawn as of the six (6) month anniversary of
the Closing Date, shall be cancelled as of such date. Any notice of termination
or reduction given to the Payment and Disbursement Agent under this SECTION
4.1(b) shall specify the date (which shall be a Business Day) of such
termination or reduction and, with respect to a partial reduction, the aggregate
principal amount thereof.

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

          (d)  MANDATORY PREPAYMENT. (A) If at any time from and after the
Closing Date: (i) either the Borrower or the Company merges or consolidates with
another Person and either (x) the Borrower or the Company, as the case may be,
is not the surviving entity, or (y) a majority of the board of directors of the
Company, and the majority of its senior management, immediately prior to the
merger do not continue as directors of the surviving entity, or do not continue
to be employed as senior management of the surviving entity, or (ii) the
Borrower or any Consolidated Business sells, transfers, assigns or conveys
assets, the book value of which (computed in accordance with GAAP but without
deduction for depreciation), in the aggregate of all such sales, transfers,
assignments, foreclosures, or conveyances

                                       52


exceeds 30% of the Capitalization Value, or (iii) the portion of Capitalization
Value attributable to the aggregate Limited Minority Holdings of the Borrower
and its Consolidated Businesses exceed 20% of Capitalization Value, or (iv) the
Borrower or its Subsidiaries or Affiliates or the Management Company ceases to
provide directly or through their Affiliates property management and leasing
services to at least 33% of the total number of shopping centers in which the
Borrower has an ownership interest (the date any such event shall occur being
the "PREPAYMENT DATE"), the Commitments shall be terminated and the Borrower
shall be required to prepay the Loans in their entirety as if the Prepayment
Date were the Termination Date. The Borrower shall immediately make such
prepayment together with interest accrued to the date of the prepayment on the
principal amount prepaid and shall return or cause to be returned all Letters of
Credit to the applicable Lender.

          (B)  The Borrower shall prepay (i) on the first anniversary of the
Closing Date, an amount equal to that, if any, required to reduce the
outstanding Loans and Letter of Credit Obligations to an amount equal to sixty
six and two-third percent (66 2/3%) of the aggregate Commitments as of the
Closing Date, and (ii) on the eighteen (18) month anniversary of the Closing
Date, an amount equal to that, if any, required to reduce the outstanding Loans
and Letter of Credit Obligations to an amount equal to thirty three and
one-third percent (33 1/3%) of the aggregate Commitments as of the Closing Date.

          (C)  Within ten (10) Business Days after receipt of any Net Bond
Proceeds after the Initial Funding Date, the Borrower shall prepay the Loans
(other than the Loans attributable to the Special Tranche in the case of any Net
Bond Proceeds to be paid prior to the first anniversary of the Closing Date) in
an amount equal to fifty percent (50%) of the Net Bond Proceeds.

          (D)  In connection with the prepayment of any Loan prior to the
maturity thereof, the Borrower shall also pay any applicable expenses pursuant
to SECTION 5.2(f). Each such prepayment shall be applied to prepay ratably the
Loans of the Lenders. Amounts prepaid pursuant to this SECTION 4.1(d) may not be
reborrowed, and all Commitments shall be reduced ratably, except as specifically
set forth in SECTION 2.1(a). As used in this SECTION 4.1(d) only, the phrase
"sells, transfers, assigns or conveys" shall not include (i)

                                       53


sales or conveyances among Borrower and any Consolidated Businesses, or (ii)
mortgages secured by Real Property.

          4.2.    PAYMENTS.

          (a)  MANNER AND TIME OF PAYMENT. All payments of principal of and
interest on the Loans and Reimbursement Obligations and other Obligations
(including, without limitation, fees and expenses) which are payable to the
Payment and Disbursement Agent, the Arrangers or any other Lender shall be made
without condition or reservation of right, in immediately available funds,
delivered to the Payment and Disbursement Agent (or, in the case of
Reimbursement Obligations, to the pertinent Arranger) not later than 12:00 noon
(New York time or local time to the principal financial center of the
Alternative Currency) on the date and at the place due, to such account of the
Payment and Disbursement Agent (or such Arranger) as it may designate, for the
account of the Payment and Disbursement Agent, an Arranger, or such other
Lender, as the case may be; and funds received by the Payment and Disbursement
Agent (or such Arranger), including, without limitation, funds in respect of any
Loans to be made on that date, not later than 12:00 noon (New York time or local
time to the principal financial center of the Alternative Currency) on any given
Business Day shall be credited against payment to be made that day and funds
received by the Payment and Disbursement Agent (or such Arranger) after that
time shall be deemed to have been paid on the next succeeding Business Day. All
payments shall be in Dollars except for payments of principal and interest on
Alternative Currency Loans and Reimbursement Obligations with respect to
Alternative Currency Letters of Credit, which shall be in the applicable
Alternative Currency thereof. Payments actually received by the Payment and
Disbursement Agent for the account of the Lenders, or any of them, shall be paid
to them by the Payment and Disbursement Agent promptly after receipt thereof, in
immediately available funds.

          (b)  APPORTIONMENT OF PAYMENTS. (i) Subject to the provisions of
SECTION 4.2(b)(v), all payments of principal and interest in respect of
outstanding Loans, all payments in respect of Reimbursement Obligations, all
payments of fees and all other payments in respect of any other Obligations,
shall be allocated among such of the Lenders as are entitled thereto, in
proportion to their respective Pro Rata Shares or otherwise as provided herein.

                                       54


Subject to the provisions of SECTION 4.2(b)(ii), all such payments and any other
amounts received by the Payment and Disbursement Agent from or for the benefit
of the Borrower shall be applied in the following order:

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

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

          (C)  as the Borrower so designates.

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

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

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

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

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

                                       55


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

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

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

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

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

          (iii)   The Payment and Disbursement Agent, in its sole discretion
subject only to the terms of this SECTION 4.2(b)(iii), may pay from the proceeds
of Loans made to the Borrower hereunder, whether made following a request by the
Borrower pursuant to SECTIONS 2.1 OR 2.2 or a deemed request as provided in this
SECTION 4.2(b)(iii), all amounts payable by the Borrower hereunder, including,
without limitation, amounts payable with respect to payments of principal,
interest, Reimbursement Obligations and fees and all reimbursements for expenses
pursuant to SECTION 15.2. The Borrower hereby irrevocably authorizes the Lenders
to make Loans, which Loans shall be Base Rate Loans, in each case, upon notice
from the Payment and Disbursement Agent as described in the following sentence
for the purpose of paying principal, interest, Reimbursement Obligations and
fees due from the Borrower, reimbursing expenses pursuant to SECTION 15.2 and
paying any and all other amounts due and payable by the Borrower hereunder or
under the Notes, and agrees that all such Loans so made shall be deemed to have
been requested by it pursuant to SECTION 2.1 as of the date

                                       56


of the aforementioned notice. The Payment and Disbursement Agent shall request
Loans on behalf of the Borrower as described in the preceding sentence by
notifying the Lenders by facsimile transmission or other similar form of
transmission (which notice the Payment and Disbursement Agent shall thereafter
promptly transmit to the Borrower), of the amount and Funding Date of the
proposed Borrowing and that such Borrowing is being requested on the Borrower's
behalf pursuant to this SECTION 4.2(b)(iii). On the proposed Funding Date, the
Lenders shall make the requested Loans in accordance with the procedures and
subject to the conditions specified in SECTION 2.1.

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

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

                                       57


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

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

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

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

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

          4.3.    PROMISE TO REPAY; EVIDENCE OF INDEBTEDNESS.

                                       58


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

          (b)  LOAN ACCOUNT. Each Lender shall maintain in accordance with its
usual practice an account or accounts (a "LOAN ACCOUNT") evidencing the
Indebtedness of the Borrower to such Lender resulting from each Loan owing to
such Lender from time to time, including the amount of principal and interest
payable and paid to such Lender from time to time hereunder and under the Notes.
Notwithstanding the foregoing, the failure by any Lender to maintain a Loan
Account shall in no way affect the Borrower's obligations hereunder, including,
without limitation, the obligation to repay the Obligations.

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

                                       59


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

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

                                    ARTICLE V
                                INTEREST AND FEES

          5.1.    INTEREST ON THE LOANS AND OTHER OBLIGATIONS.

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

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

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

                                       60


The applicable basis for determining the rate of interest on the Loans shall be
selected by the Borrower at the time a Notice of Borrowing or a Notice of
Conversion/Continuation is delivered by the Borrower to the Payment and
Disbursement Agent; PROVIDED, HOWEVER, the Borrower may not select the
Eurodollar Rate as the applicable basis for determining the rate of interest on
such a Loan if at the time of such selection an Event of Default or a Potential
Event of Default would occur or has occurred and is continuing and FURTHER
PROVIDED THAT, from and after the occurrence of an Event of Default or a
Potential Event of Default, each Eurodollar Rate Loan then outstanding may, at
the Payment and Disbursement Agent's option, convert to a Base Rate Loan. If on
any day any Loan is outstanding with respect to which notice has not been timely
delivered to the Payment and Disbursement Agent in accordance with the terms of
this Agreement specifying the basis for determining the rate of interest on that
day, then for that day interest on that Loan shall be determined by reference to
the Base Rate.

          (b)  INTEREST PAYMENTS. (i) Interest accrued on each Loan shall be
calculated on the last day of each calendar month and shall be payable in
arrears (A) on the first day of each calendar month, commencing on the first
such day following the making of such Loan, and (B) if not theretofore paid in
full, at maturity (whether by acceleration or otherwise) of such Loan.

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

          (c)  CONVERSION OR CONTINUATION. (i) The Borrower shall have the
option (A) to convert at any time all or any part of outstanding Base Rate Loans
to Eurodollar Rate Loans; (B) to convert all or any part of outstanding
Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the
same date to Base Rate Loans on such expiration date; (C) to convert all or any
part of any Dollar denominated Loan to an Alternative Currency Loan; (D)

                                       61


to continue all or any part of outstanding Eurodollar Rate Loans having
Eurodollar Interest Periods which expire on the same date as Eurodollar Rate
Loans, and the succeeding Eurodollar Interest Period of such continued Loans
shall commence on such expiration date; PROVIDED, HOWEVER, no such outstanding
Loan may be continued as, or be converted into, a Eurodollar Rate Loan or an
Alternative Currency Loan (i) if the continuation of, or the conversion into,
would violate any of the provisions of SECTION 5.2 or (ii) if an Event of
Default or a Potential Event of Default would occur or has occurred and is
continuing. Any conversion into or continuation of Eurodollar Rate Loans under
this SECTION 5.1(c) shall be in a minimum amount of $1,000,000 and in integral
multiples of $100,000 in excess of that amount, except in the case of a
conversion into or a continuation of an entire Borrowing of Non Pro Rata Loans.

          (ii)    To convert or continue a Loan under SECTION 5.1(c)(i), the
Borrower shall deliver a Notice of Conversion/Continuation to the Payment and
Disbursement Agent no later than 11:00 a.m. (New York time) at least three (3)
Business Days (in the case of a Dollar denominated Loan), or four (4) Business
Days (in the case of an Alternative Currency Loan) in advance of the proposed
conversion/continuation date. A Notice of Conversion/Continuation shall specify
(A) the proposed conversion/continuation date (which shall be a Business Day),
(B) the principal amount of the Loan to be converted/continued, (C) whether such
Loan shall be converted and/or continued, and (D) in the case of a conversion
to, or continuation of, a Eurodollar Rate Loan, the requested Eurodollar
Interest Period. In lieu of delivering a Notice of Conversion/Continuation, the
Borrower may give the Payment and Disbursement Agent telephonic notice of any
proposed conversion/continuation by the time required under this SECTION
5.1(c)(ii), if the Borrower confirms such notice by delivery of the Notice of
Conversion/Continuation to the Payment and Disbursement Agent by facsimile
transmission promptly, but in no event later than 3:00 p.m. (New York time) on
the same day. Promptly after receipt of a Notice of Conversion/Continuation
under this SECTION 5.1(c)(ii) (or telephonic notice in lieu thereof), the
Payment and Disbursement Agent shall notify each Lender by facsimile
transmission, or other similar form of transmission, of the proposed
conversion/continuation. Any Notice of Conversion/Continuation for conversion
to, or continuation

                                       62


of, a Loan (or telephonic notice in lieu thereof) given pursuant to this SECTION
5.1(c)(ii) shall be irrevocable, and the Borrower shall be bound to convert or
continue in accordance therewith. In the event no Notice of
Conversion/Continuation is delivered as and when specified in this SECTION
5.1(c)(ii) with respect to outstanding Eurodollar Rate Loans, upon the
expiration of the Interest Period applicable thereto, such Loans shall
automatically be continued as Eurodollar Rate Loans with a Eurodollar Interest
Period of thirty (30) days; PROVIDED, HOWEVER, no such outstanding Loan may be
continued as, or be converted into, a Eurodollar Rate Loan (i) if the
continuation of, or the conversion into, would violate any of the provisions of
SECTION 5.2 or (ii) if an Event of Default or a Potential Event of Default would
occur or has occurred and is continuing.

          (d)  DEFAULT INTEREST. Notwithstanding the rates of interest specified
in SECTION 5.1(a) or elsewhere in this Agreement, effective immediately upon the
occurrence of an Event of Default, and for as long thereafter as such Event of
Default shall be continuing, the principal balance of all Loans and other
Obligations shall bear interest at a rate equal to the sum of (A) the Base Rate,
as in effect from time to time as interest accrues, PLUS (B) two percent (2.0%)
per annum.

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

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

                                       63


          5.2.    SPECIAL PROVISIONS GOVERNING EURODOLLAR RATE LOANS.

          (a)  AMOUNT OF EURODOLLAR RATE LOANS. Each Eurodollar Rate Loan shall
be in a minimum principal amount of $1,500,000 and in integral multiples of
$100,000 in excess of that amount.

          (b)  DETERMINATION OF EURODOLLAR INTEREST PERIOD. By giving notice as
set forth in SECTION 2.1(b) (with respect to a Borrowing of Eurodollar Rate
Loans) or SECTION 5.1(c) (with respect to a conversion into or continuation of
Eurodollar Rate Loans), the Borrower shall have the option, subject to the other
provisions of this SECTION 5.2, to select an interest period (each, an "INTEREST
PERIOD") to apply to the Loans described in such notice, subject to the
following provisions:

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

          (ii)    intentionally omitted;

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

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

                                       64


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

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

          (vii)   There shall be no more than six (6) Interest Periods (of which
     not more than three (3) shall be for a period of less than 30 days) in
     effect at any one time with respect to Eurodollar Rate Loans.

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

          (d)  INTEREST RATE UNASCERTAINABLE, INADEQUATE OR UNFAIR. In the event
that at least one (1) Business Day before a Eurodollar Interest Rate
Determination Date:

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

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

                                       65


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

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

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

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

                                       66


and Disbursement Agent and the affected Lender, convert each such Loan into a
Base Rate Loan.

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

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

                                       67


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

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

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

          5.3.    FEES.

          (a)  FACILITY FEE. The Borrower shall pay to the Payment and
Disbursement Agent, for the account of the Lenders based on their respective Pro
Rata Shares, a fee (the "FACILITY FEE"), accruing at a per annum rate equal to
the then applicable Facility Fee Percentage on the Maximum Amount, such fee
being payable quarterly, in arrears, commencing on the first day of the fiscal
quarter next succeeding the Closing Date and on the first day of each fiscal
quarter thereafter and on the Termination Date. Notwithstanding the foregoing,
in the event that any Lender fails to fund its Pro Rata Share of any Loan
requested by the Borrower which such Lender is obligated to fund under the terms
of this Agreement, (A) such Lender shall not be entitled to any portion of the
Facility Fee with respect to its Commitment until such failure has been cured in
accordance with SECTION 4.2(b)(v)(B) and (B) until such time, the Facility Fee
shall accrue in favor of the Lenders which have funded their respective Pro Rata
Shares of such

                                       68


requested Loan, shall be allocated among such performing Lenders ratably based
upon their relative Commitments, and shall be calculated based upon the average
amount by which the aggregate Commitments of such performing Lenders exceeds the
sum of (I) the outstanding principal amount of the Loans owing to such
performing Lenders, and (II) the outstanding Reimbursement Obligations owing to
such performing Lenders, and (III) the aggregate participation interests of such
performing Lenders arising pursuant to SECTION 3.1(e) with respect to undrawn
and outstanding Letters of Credit.

          (b)  ADDITIONAL FEE. Provided that the Loans and Reimbursement
Obligations shall not have been repaid in full, and all Letters of Credit and
Alternative Currency Letters of Credit shall not have been returned (x) on or
before the thirteen (13) month anniversary of the Closing Date, then, on the
earlier to occur of the eighteen (18) month anniversary of the Closing Date and
the date on which the Loans and Reimbursement Obligations shall be repaid in
full and all Letters of Credit and Alternative Currency Letters of Credit
returned, the Borrower shall pay to the Payment and Disbursement Agent, for the
account of the Lenders based on their respective Pro Rata Shares, a fee equal to
..075% of the weighted average outstanding Loans and Letter of Credit Obligations
during such period, and (y) on or before the eighteen (18) month anniversary of
the Closing Date, then, on the earlier to occur of the Termination Date and the
date on which the Loans shall be repaid in full and all Letters of Credit and
Alternative Currency Letters of Credit returned, the Borrower shall pay to the
Payment and Disbursement Agent, for the account of the Lenders based on their
respective Pro Rata Shares, a fee equal to .10% of the weighted average
outstanding Loans and Letter of Credit Obligations during such period.

          (c)  CALCULATION AND PAYMENT OF FEES. All fees shall be calculated on
the basis of the actual number of days elapsed in a 360-day year. All fees shall
be payable in addition to, and not in lieu of, interest, compensation, expense
reimbursements, indemnification and other Obligations. Fees shall be payable to
the Payment and Disbursement Agent at its office in Stamford, CT in immediately
available funds. All fees shall be fully earned and nonrefundable when paid. All
fees due to any Arranger or any other Lender, including, without limitation,
those referred to in this SECTION 5.3, shall bear interest, if not

                                       69


paid when due, at the interest rate specified in SECTION 5.1(d) and shall
constitute Obligations.

                                   ARTICLE VI
                    CONDITIONS TO LOANS AND LETTERS OF CREDIT

          6.1.    CONDITIONS PRECEDENT TO THE INITIAL LOANS AND LETTERS OF
CREDIT. The obligation of each Lender on the Initial Funding Date to make any
Loan requested to be made by it, and to issue Letters of Credit, shall be
subject to the satisfaction of all of the following conditions precedent:

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

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

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

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

                                       70


          (c)  NO CHANGE IN CONDITION. No change in the business, assets,
management, operations, financial condition or prospects of the Borrower or its
Properties shall have occurred since December 31, 2003, which change, in the
judgment of the Payment and Disbursement Agent, will have or is reasonably
likely to have a Material Adverse Effect.

          (d)  INTERIM LIABILITIES AND EQUITY. Except as disclosed to the
Arrangers and the Lenders, since December 31, 2003, neither the Borrower nor the
Company shall have (i) entered into any material (as determined in good faith by
the Payment and Disbursement Agent) commitment or transaction, including,
without limitation, transactions for borrowings and capital expenditures, which
are not in the ordinary course of the Borrower's business, (ii) declared or paid
any dividends or other distributions other than in the ordinary course of
business, (iii) established compensation or employee benefit plans, or (iv)
redeemed or issued any equity Securities.

          (e)  NO LOSS OF MATERIAL AGREEMENTS AND LICENSES. Since December 31,
2003, no agreement or license relating to the business, operations or employee
relations of the Borrower or any of its Properties shall have been terminated,
modified, revoked, breached or declared to be in default, the termination,
modification, revocation, breach or default under which, in the reasonable
judgment of the Payment and Disbursement Agent, would result in a Material
Adverse Effect.

          (f)  NO MARKET CHANGES. Since December 31, 2003, no material adverse
change shall have occurred in the conditions in the capital markets or the
market for loan syndications generally.

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

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

                                       71


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

          (j)  CHELSEA. The acquisition of Chelsea shall have closed, or shall
close on the Initial Funding Date, pursuant to and in accordance with the Merger
Agreement.

          6.2.    CONDITIONS PRECEDENT TO ALL SUBSEQUENT LOANS AND LETTERS OF
CREDIT. The obligation of each Lender to make any Loan requested to be made by
it on any date after the Initial Funding Date and the agreement of each Lender
to issue any Letter of Credit or participate therein on any date after the
Initial Funding Date is subject to the following conditions precedent as of each
such date:

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

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

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

          (d)  NO MATERIAL ADVERSE EFFECT. The Borrower has not received written
notice from the Requisite Lenders that

                                       72


an event has occurred since the date of this Agreement which has had and
continues to have, or is reasonably likely to have, a Material Adverse Effect.

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

                                   ARTICLE VII
                         REPRESENTATIONS AND WARRANTIES

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

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

                                       73


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

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

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

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

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

                                       74


proceedings on the part of the Borrower or any General Partner is necessary to
consummate such transactions.

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

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

                                       75


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

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

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

                                       76


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

          (g)  FINANCIAL POSITION. Complete and accurate copies of the following
financial statements and materials have been delivered to the Payment and
Disbursement Agent: (i) annual audited financial statements of the Borrower and
its Subsidiaries for the fiscal year ended December 31, 2003, and (ii) quarterly
financial statements for the Borrower and its Subsidiaries for the fiscal
quarter ending June 30, 2004. All financial statements included in such
materials were prepared in all material respects in conformity with GAAP, except
as otherwise noted therein, and fairly present in all material respects the
respective consolidated financial positions, and the consolidated results of
operations and cash flows for each of the periods covered thereby of the
Borrower and its Subsidiaries as at the respective dates thereof. Neither the
Borrower nor any of its Subsidiaries has any Contingent Obligation, contingent
liability or liability for any taxes, long-term leases or commitments, not
reflected in its audited financial statements delivered to the Payment and
Disbursement Agent on or prior to the Closing Date or otherwise disclosed to the
Payment and Disbursement Agent and the Lenders in writing, which will have or is
reasonably likely to have a Material Adverse Effect.

          (h)  INDEBTEDNESS. SCHEDULE 7.1-H sets forth, as of August 31, 2004,
all Indebtedness for borrowed money of each of the Borrower, the General Partner
and their respective Subsidiaries and, except as set forth on SCHEDULE 7.1-H,
there are no defaults in the payment of principal or interest on any such
Indebtedness and no payments thereunder have been deferred or extended beyond
their stated maturity and there has been no material change in the type or
amount of such Indebtedness (except for the repayment of certain Indebtedness)
since August 31, 2004.

          (i)  LITIGATION; ADVERSE EFFECTS. Except as set forth in SCHEDULE
7.1-I, as of the Closing Date, there is no action, suit, proceeding, Claim,
investigation or

                                       77


arbitration before or by any Governmental Authority or private arbitrator
pending or, to the knowledge of the Borrower, threatened against the Company,
the Borrower, or any of their respective Subsidiaries, or any Property of any of
them (i) challenging the validity or the enforceability of any of the Loan
Documents, (ii) which will or is reasonably likely to result in any Material
Adverse Effect, or (iii) under the Racketeering Influenced and Corrupt
Organizations Act or any similar federal or state statute where such Person is a
defendant in a criminal indictment that provides for the forfeiture of assets to
any Governmental Authority as a potential criminal penalty. There is no material
loss contingency within the meaning of GAAP which has not been reflected in the
consolidated financial statements of the Company and the Borrower. None of the
Company, the Borrower or any Subsidiary of the Borrower is (A) in violation of
any applicable Requirements of Law which violation will have or is reasonably
likely to have a Material Adverse Effect, or (B) subject to or in default with
respect to any final judgment, writ, injunction, restraining order or order of
any nature, decree, rule or regulation of any court or Governmental Authority
which will have or is reasonably likely to have a Material Adverse Effect.

          (j)  NO MATERIAL ADVERSE EFFECT. Since December 31, 2003, there has
occurred no event which has had or is reasonably likely to have a Material
Adverse Effect.

          (k)  TAX EXAMINATIONS. The IRS has examined (or is foreclosed from
examining by applicable statutes) the federal income tax returns of any of the
Company's, the Borrower's or its Subsidiaries' predecessors in interest with
respect to the Projects for all tax periods prior to and including the taxable
year ending December 31, 1997 and the appropriate state Governmental Authority
in each state in which the Company's, the Borrower's or its Subsidiaries'
predecessors in interest with respect to the Projects were required to file
state income tax returns has examined (or is foreclosed from examining by
applicable statutes) the state income tax returns of any of such Persons with
respect to the Projects for all tax periods prior to and including the taxable
year ending December 31, 1997. All deficiencies which have been asserted against
such Persons as a result of any federal, state, local or foreign tax examination
for each taxable year in respect of which an examination has been conducted have
been fully paid or finally settled or

                                       78


are being contested in good faith, and no issue has been raised in any such
examination which, by application of similar principles, reasonably can be
expected to result in assertion of a material deficiency for any other year not
so examined which has not been reserved for in the financial statements of such
Persons to the extent, if any, required by GAAP. No such Person has taken any
reporting positions for which it does not have a reasonable basis nor
anticipates any further material tax liability with respect to the years which
have not been closed pursuant to applicable law.

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

          (m)  PERFORMANCE. Neither the Company, the Borrower nor any of their
Affiliates has received any notice, citation or allegation, nor has actual
knowledge, that (i) it is in default in the performance, observance or

                                       79


fulfillment of any of the obligations, covenants or conditions contained in any
Contractual Obligation applicable to it, (ii) any of its Properties is in
violation of any Requirements of Law or (iii) any condition exists which, with
the giving of notice or the lapse of time or both, would constitute a default
with respect to any such Contractual Obligation, in each case, except where such
default or defaults, if any, will not have or is not reasonably likely to have a
Material Adverse Effect.

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

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

          (p)  ENVIRONMENTAL MATTERS.

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

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

                       (B)   the Borrower and each of its Subsidiaries have
obtained all material environmental, health and safety Permits necessary for
their respective operations, and all such Permits are in good standing and

                                       80


the holder of each such Permit is currently in compliance with all terms and
conditions of such Permits;

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

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

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

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

                       (G)   to the best of Borrower's knowledge, there is not
now, and to Borrower's knowledge there has never been on or in any Project (I)
any treatment, recycling, storage or disposal of any hazardous waste, as that
term is defined under 40 C.F.R. Part 261 or any state equivalent; (II) any
landfill, waste pile, or surface impoundment; (III) any underground storage
tanks the presence or use of which is or, to Borrower's knowledge, has been in
violation of applicable Environmental, Health or Safety Requirements of Law,
(IV) any asbestos-containing

                                       81


material which such Person has any reason to believe could subject such Person
or its Property to Liabilities and Costs arising out of or relating to
environmental, health or safety matters that would result in a Material Adverse
Effect; or (V) any polychlorinated biphenyls (PCB) used in hydraulic oils,
electrical transformers or other Equipment which such Person has any reason to
believe could subject such Person or its Property to Liabilities and Costs
arising out of or relating to environmental, health or safety matters that would
result in a Material Adverse Effect;

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

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

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

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

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

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

                                       82


relating to environmental, health or safety matters that would result in a
Material Adverse Effect.

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

                                       83


Multiemployer Plan. Neither the Borrower nor any ERISA Affiliate has failed to
make a required installment or any other required payment under Section 412 of
the Internal Revenue Code on or before the due date for such installment or
other payment. Neither the Borrower nor any ERISA Affiliate is required to
provide security to a Plan under Section 401(a)(29) of the Internal Revenue Code
due to a Plan amendment that results in an increase in current liability for the
plan year. Except as disclosed on SCHEDULE 7.1-Q, neither the Borrower nor any
of its ERISA Affiliates has, by reason of the transactions contemplated hereby,
any obligation to make any payment to any employee pursuant to any Plan or
existing contract or arrangement.

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

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

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

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

          (v)  OWNERSHIP OF PROJECTS, MINORITY HOLDINGS AND PROPERTY. Ownership
of substantially all wholly-owned

                                       84


Projects, Minority Holdings and other Property of the Consolidated Businesses is
held by the Borrower and its Subsidiaries and is not held directly by any
General Partner.

                                  ARTICLE VIII
                               REPORTING COVENANTS

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

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

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

          (a)  QUARTERLY REPORTS.

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

                                       85


operations and cash flow for the months indicated in accordance with GAAP,
subject to normal quarterly adjustments.

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

          (iii)   QUARTERLY COMPLIANCE CERTIFICATES. Together with each delivery
of any quarterly report pursuant to paragraph (a)(i) of this SECTION 8.2, the
Borrower shall deliver Officer's Certificates of the Borrower and the Company
(the "QUARTERLY COMPLIANCE CERTIFICATES"), signed by the Borrower's and the
Company's respective Authorized Financial Officers representing and certifying
(1) that the Authorized Financial Officer signatory thereto has reviewed the
terms of the Loan Documents, and has made, or caused to be made under his/her
supervision, a review in reasonable detail of the transactions and consolidated
and consolidating financial condition of the Company, the Borrower and its
Subsidiaries, during the fiscal quarter covered by such reports, that such
review has not disclosed the existence during or at the end of such fiscal
quarter, and that such officer does not have knowledge of the existence as at
the date of such Officer's Certificate, of any condition or event which
constitutes an Event of Default or Potential Event of Default or mandatory
prepayment event, or, if any such condition or event existed or exists, and
specifying the nature and period of existence thereof and what action the
General Partner and/or the Borrower or any of its Subsidiaries has taken, is
taking and proposes to take with respect thereto, (2) the calculations (with
such specificity as the Payment and Disbursement Agent may reasonably request)
for the period then ended which demonstrate compliance with the covenants and
financial

                                       86


ratios set forth in ARTICLES IX AND X and, when applicable, that no Event of
Default described in SECTION 11.1 exists, (3) a schedule of the Borrower's
outstanding Indebtedness, including the amount, maturity, interest rate and
amortization requirements, as well as such other information regarding such
Indebtedness as may be reasonably requested by the Payment and Disbursement
Agent, (4) a schedule of Combined EBITDA, (5) a schedule of Unencumbered
Combined EBITDA, (6) calculations, in the form of EXHIBIT G attached hereto,
evidencing compliance with each of the financial covenants set forth in ARTICLE
X hereof, and (7) a schedule of the estimated taxable income of the Borrower for
such fiscal quarter.

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

          (b)  ANNUAL REPORTS.

          (i)     BORROWER FINANCIAL STATEMENTS. As soon as practicable, and in
any event within ninety-five (95) days after the end of each Fiscal Year, (i)
the Financial Statements of the Borrower and its Subsidiaries as at the end of
such Fiscal Year, (ii) a report with respect thereto of Ernst & Young, LLP or
other independent certified public accountants acceptable to the Payment and
Disbursement Agent, which report shall be unqualified and shall state that such
financial statements fairly present the consolidated and consolidating financial
position of each of the Borrower and its Subsidiaries as at the dates indicated
and the results of their operations and cash flow for the periods indicated in
conformity with GAAP applied on a basis consistent with prior years (except for
changes with which Ernst & Young, LLP or any such other independent certified
public accountants, if applicable, shall concur and which shall have been
disclosed in the notes to the financial statements), and (iii) in the event that
the report referred to in clause (ii) above is qualified, a copy of the
management letter or any similar report delivered to the General Partner or to
any officer or employee thereof by such independent certified public accountants
in connection with such financial statements (which letter or report shall be
subject to the confidentiality limitations set forth herein). The Payment and
Disbursement Agent and each Lender

                                       87


(through the Payment and Disbursement Agent) may, with the consent of the
Borrower (which consent shall not be unreasonably withheld), communicate
directly with such accountants, with any such communication to occur together
with a representative of the Borrower, at the expense of the Payment and
Disbursement Agent (or the Lender requesting such communication), upon
reasonable notice and at reasonable times during normal business hours.

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

                                       88


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

          (iv)    TENANT BANKRUPTCY REPORTS. As soon as practicable, and in any
event within ninety-five (95) days after the end of each Fiscal Year, the
Borrower shall deliver a written report, in form reasonably satisfactory to

                                       89


the Payment and Disbursement Agent, of all bankruptcy proceedings filed by or
against any tenant of any of the Projects, which tenant occupies 3% or more of
the gross leasable area in the Projects in the aggregate. The Borrower shall
deliver to the Payment and Disbursement Agent and the Lenders, immediately upon
the Borrower's learning thereof, of any bankruptcy proceedings filed by or
against, or the cessation of business or operations of, any tenant of any of the
Projects which tenant occupies 3% or more of the gross leasable area in the
Projects in the aggregate.

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

          8.4.    LAWSUITS. (i) Promptly upon the Borrower's obtaining knowledge
of the institution of, or written threat of, any action, suit, proceeding,
governmental investigation or arbitration against or affecting the Borrower or
any of its Subsidiaries not previously disclosed pursuant to SECTION 7.1(i),
which action, suit, proceeding, governmental investigation or arbitration
exposes, or in the case of multiple actions, suits, proceedings, governmental
investigations or arbitrations arising out of the same general allegations or
circumstances which expose, in the Borrower's reasonable judgment, the Borrower
or any of its Subsidiaries to liability in an amount aggregating $1,000,000 or
more and is not covered by Borrower's insurance, the Borrower shall give written
notice thereof to the Payment and Disbursement Agent and the Lenders and

                                       90


provide such other information as may be reasonably available to enable each
Lender and the Payment and Disbursement Agent and its counsel to evaluate such
matters; (ii) as soon as practicable and in any event within fifty (50) days
after the end of each fiscal quarter of the Borrower, the Borrower shall provide
a written quarterly report to the Payment and Disbursement Agent and the Lenders
covering the institution of, or written threat of, any action, suit, proceeding,
governmental investigation or arbitration (not previously reported) against or
affecting the Borrower or any of its Subsidiaries or any Property of the
Borrower or any of its Subsidiaries not previously disclosed by the Borrower to
the Payment and Disbursement Agent and the Lenders, and shall provide such other
information at such time as may be reasonably available to enable each Lender
and the Payment and Disbursement Agent and its counsel to evaluate such matters;
and (iii) in addition to the requirements set forth in clauses (i) and (ii) of
this SECTION 8.4, the Borrower upon request of the Payment and Disbursement
Agent or the Requisite Lenders shall promptly give written notice of the status
of any action, suit, proceeding, governmental investigation or arbitration
covered by a report delivered pursuant to clause (i) or (ii) above and provide
such other information as may be reasonably available to it to enable each
Lender and the Payment and Disbursement Agent and its counsel to evaluate such
matters.

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

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

          (a)  within fifteen (15) Business Days after the Borrower or any ERISA
     Affiliate knows or has

                                       91


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

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

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

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

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

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

                                       92


     notification of such increase, establishment or commencement;

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       94


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

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

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

          8.9.    NOTICES OF ASSET SALES AND/OR ACQUISITIONS. The Borrower shall
deliver to the Payment and Disbursement Agent and the Lenders written notice of
each of the following upon the occurrence thereof: (a) a sale, transfer or other
disposition of assets, in a single transaction or series of related
transactions, for consideration in excess of $250,000,000, (b) an acquisition of
assets, in a single transaction or series of related transactions, for
consideration in excess of $250,000,000, and (c) the grant of a Lien with
respect to assets, in a single transaction or series of related transactions, in
connection with Indebtedness aggregating an amount in excess of $250,000,000.

          8.10.   TENANT NOTIFICATIONS. The Borrower shall promptly notify the
Payment and Disbursement Agent upon obtaining knowledge of the bankruptcy or
cessation of operations of any tenant to which greater than 5% of the Borrower's
share of consolidated minimum rent is attributable.

          8.11.   OTHER REPORTS. The Borrower shall deliver or cause to be
delivered to the Payment and Disbursement Agent and the other Lenders copies of
all financial statements, reports, notices and other materials, if any, sent or
made available generally by any General Partner

                                       95


and/or the Borrower to its respective Securities holders or filed with the
Commission, all press releases made available generally by any General Partner
and/or the Borrower or any of its Subsidiaries to the public concerning material
developments in the business of any General Partner, the Borrower or any such
Subsidiary and all notifications received by the General Partner, the Borrower
or its Subsidiaries pursuant to the Securities Exchange Act and the rules
promulgated thereunder.

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

                                   ARTICLE IX
                              AFFIRMATIVE COVENANTS

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

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

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

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

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

          9.5.    INSURANCE. The Borrower shall maintain for itself and its
Subsidiaries, or shall cause each of its Subsidiaries to maintain in full force
and effect the insurance policies and programs listed on SCHEDULE 7.1-T or
substantially similar policies and programs or other policies and programs as
are reasonably acceptable to the Payment and Disbursement Agent. All such
policies and

                                       97


programs shall be maintained with insurers reasonably acceptable to the Payment
and Disbursement Agent.

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

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

          9.8.    MAINTENANCE OF PROPERTY. The Borrower shall, and shall cause
each of its Subsidiaries to, maintain in all material respects all of their
respective owned and leased Property in good, safe and insurable condition and
repair and in a businesslike manner, and not permit, commit or suffer any waste
or abandonment of any such Property and from time to time shall make or cause to
be made all material repairs, renewal and replacements thereof, including,
without limitation, any capital improvements

                                       98


which may be required to maintain the same in a businesslike manner; PROVIDED,
HOWEVER, that such Property may be altered or renovated in the ordinary course
of business of the Borrower or such applicable Subsidiary. Without any
limitation on the foregoing, the Borrower shall maintain the Projects in a
manner such that each Project can be used in the manner and substantially for
the purposes such Project is used on the Closing Date, including, without
limitation, maintaining all utilities, access rights, zoning and necessary
Permits for such Project.

          9.9.    HEDGING REQUIREMENTS. The Borrower shall maintain "Interest
Rate Hedges" (as defined below) on a notional amount of Indebtedness of the
Borrower and its Subsidiaries which, when added to the aggregate principal
amount of Indebtedness of the Borrower and its Subsidiaries which bears interest
at a fixed rate, equals or exceeds 60% of the Total Adjusted Outstanding
Indebtedness of the Borrower and its Subsidiaries. "INTEREST RATE HEDGES" shall
mean interest rate exchange, collar, cap, swap, adjustable strike cap,
adjustable strike corridor or similar agreements having terms, conditions and
tenors reasonably acceptable to the Payment and Disbursement Agent entered into
by the Borrower and/or its Subsidiaries in order to provide protection to, or
minimize the impact upon, the Borrower and/or such Subsidiaries of increasing
floating rates of interest applicable to Indebtedness.

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

          9.11.   OWNERSHIP OF PROJECTS, MINORITY HOLDINGS AND PROPERTY. The
ownership of substantially all wholly-owned Projects, Minority Holdings and
other Property of the Consolidated Businesses shall be held by the Borrower and
its Subsidiaries and shall not be held directly by any General Partner.

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                                    ARTICLE X
                               NEGATIVE COVENANTS

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

          10.1.   INDEBTEDNESS. Neither the Borrower nor any of its Subsidiaries
shall directly or indirectly create, incur, assume or otherwise become or remain
directly or indirectly liable with respect to any Indebtedness, except
Indebtedness which, when aggregated with Total Adjusted Outstanding Indebtedness
of the Borrower as of the time of determination, would not exceed (i) sixty
percent (60%) of Capitalization Value as of the date of incurrence, provided,
however, that, in connection with a portfolio acquisition, for any three (3)
consecutive quarters, Total Adjusted Outstanding Indebtedness may exceed sixty
percent (60%) of Capitalization Value, but in no event exceed sixty-five percent
(65%) of Capitalization Value, or (ii) in the case of Secured Indebtedness of
the Consolidated Businesses and the Borrower's proportionate share of Secured
Indebtedness of its Minority Holdings, fifty-five percent (55%) of the
Capitalization Value. In addition, neither the Borrower nor any of its
Subsidiaries shall incur, directly or indirectly, Indebtedness for borrowed
money from any of the General Partner, unless such Indebtedness is unsecured and
expressly subordinated to the payment of the Obligations.

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

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

          (a)  Liens with respect to Capital Leases of Equipment entered into in
     the ordinary course of business of the Borrower pursuant to which the

                                       100


     aggregate Indebtedness under such Capital Leases does not exceed
     $10,000,000 for any Project;

          (b)  Liens securing permitted Secured Indebtedness; and

          (c)  Customary Permitted Liens.

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

          (a)  Investments in Cash Equivalents;

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

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

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

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

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     the limitation described in clause (i) hereinabove.

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

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

          10.7.   RESTRICTION ON FUNDAMENTAL CHANGES. Except in accordance with
the provisions of SECTION 4.1(d), neither the Borrower nor any of its
Subsidiaries shall enter into any merger or consolidation, or liquidate, wind-up
or dissolve (or suffer any liquidation or dissolution), or convey, lease, sell,
transfer or otherwise dispose of, in one transaction or series of transactions,
all or substantially all of the Borrower's or any such Subsidiary's business or
Property, whether now or hereafter acquired, except in connection with issuance,
transfer, conversion or repurchase of limited partnership interests in Borrower.

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          10.8.   MARGIN REGULATIONS; SECURITIES LAWS.  Neither the Borrower nor
any of its Subsidiaries shall use all or any portion of the proceeds of any
credit extended under this Agreement to purchase or carry Margin Stock.

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

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

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

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

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

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

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

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

                                       103


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

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

          10.12.  OTHER FINANCIAL COVENANTS.

          (a)  MINIMUM COMBINED EQUITY VALUE.  The Combined Equity Value shall
at no time be less than $7,500,000,000.

          (b)  CONSOLIDATED INTEREST COVERAGE RATIO. As of the first day of each
fiscal quarter for the immediately preceding consecutive four fiscal quarters,
the ratio of (i) Combined EBITDA to (ii) Combined Interest Expense shall not be
less than 1.8 to 1.0.

          (c)  MINIMUM DEBT SERVICE COVERAGE RATIO. As of the first day of each
fiscal quarter for the immediately preceding consecutive four fiscal quarters,
the ratio of Combined EBITDA to Combined Debt Service shall not be less than
1.60 to 1.00.

          (d)  INTENTIONALLY OMITTED.

          (e)  UNENCUMBERED COMBINED EBITDA TO TOTAL UNSECURED OUTSTANDING
INDEBTEDNESS. As of the first day of each fiscal quarter for the immediately
preceding consecutive four fiscal quarters, the ratio (expressed as a
percentage) (the "UNSECURED DEBT YIELD") of (i) the Unencumbered Combined EBITDA
to (ii) Total Unsecured Outstanding Indebtedness (less unrestricted Cash and
Cash Equivalents of the Borrower) shall not be less than 11%.

                                       104


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

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

          (a)  ANNUAL EBITDA. Annual EBITDA for the acquired Property shall be
deemed to be an amount equal to (i) the net purchase price of the acquired
Property (or the Borrower's pro rata share of such net purchase price in the
event of an acquisition by a Minority Holding) for the first fiscal quarter
following such acquisition, multiplied by 8.25%, in the case of Annual EBITDA
generated by malls with sales per square foot of less than $400 per annum, or
7.0%, in the case of Annual EBITDA generated by malls with sales per square foot
of $400 or more per annum, and (ii) for the succeeding three fiscal quarters,
Annual EBITDA shall be deemed the greater of (A) the net purchase price
multiplied by 8.25%, in the case of Annual EBITDA generated by malls with sales
per square foot of less than $400 per annum, or 7.0%, in the case of Annual
EBITDA generated by malls with sales per square foot of $400 or more per annum,
or (B) the actual EBITDA from such acquired Property during the period following
Borrower's (direct or indirect) acquisition, computed on an annualized basis,
provided that such annualized EBITDA shall in no event exceed the final product
obtained after multiplying (1) the net purchase price by (2) 1.1, and then by
(3) 8.25 , in the case of Annual EBITDA generated by malls with sales per square
foot of less than $400 per annum, or 7.0%, in the case of Annual EBITDA
generated by malls with sales per square foot of $400 or more per annum.

                                       105


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

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

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

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

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

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

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

          (i)  DEBT YIELD AND UNENCUMBERED DEBT YIELD. For purposes of
calculating Debt Yield and Unencumbered Debt Yield only, non-recourse
Indebtedness and completion guarantees incurred for the construction of new
Projects shall, until such time as the interest expense associated

                                       106


with such financing need no longer be capitalized in accordance with GAAP, be
excluded from the calculation of Total Adjusted Outstanding Indebtedness
(provided that recourse Indebtedness and repayment guarantees shall be included
in such calculation).

          10.14.  EXISTING REVOLVING CREDIT AGREEMENT. Notwithstanding anything
contained in this ARTICLE X to the contrary, to the extent that the financial
covenants set forth in Article X of the Existing Revolving Credit Agreement or
in any comparable provisions of any amendment or replacement thereof, shall be
different from those set forth herein, then such covenants shall be deemed to be
incorporated herein and to replace the comparable covenants set forth herein,
for so long as the Existing Revolving Credit Agreement or any amendment or
replacement thereto shall be in full force and effect.

                                   ARTICLE XI
                     EVENTS OF DEFAULT; RIGHTS AND REMEDIES

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

          (a)  FAILURE TO MAKE PAYMENTS WHEN DUE. The Borrower shall fail to pay
(i) when due any principal payment on the Obligations which is due on the
Termination Date or pursuant to the terms of SECTION 2.1(a), SECTION 2.2,
SECTION 2.4, or SECTION 4.1(d) or (ii) within five Business Days after the date
on which due, any interest payment on the Obligations or any principal payment
pursuant to the terms of SECTION 4.1(a) or (iii) when due, any principal payment
on the Obligations not referenced in clauses (i) or (ii) hereinabove.

          (b)  BREACH OF CERTAIN COVENANTS. The Borrower shall fail duly and
punctually to perform or observe any agreement, covenant or obligation binding
on such Person under SECTIONS 8.3, 9.1, 9.2, 9.3, 9.4, 9.5, 9.6, or ARTICLE X.

          (c)  BREACH OF REPRESENTATION OR WARRANTY. Any representation or
warranty made by the Borrower to the Payment and Disbursement Agent, any
Arranger or any other Lender herein or by the Borrower or any of its
Subsidiaries

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in any of the other Loan Documents or in any statement or certificate at any
time given by any such Person pursuant to any of the Loan Documents shall be
false or misleading in any material respect on the date as of which made.

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

          (e)  ACCELERATION OF OTHER INDEBTEDNESS. Any breach, default or event
of default shall occur, or any other condition shall exist under any instrument,
agreement or indenture pertaining to any recourse Indebtedness (other than the
Obligations) of the Borrower or its Subsidiaries aggregating $50,000,000 or
more, and the effect thereof is to cause an acceleration, mandatory redemption
or other required repurchase of such Indebtedness, or permit the holder(s) of
such Indebtedness to accelerate the maturity of any such Indebtedness or require
a redemption or other repurchase of such Indebtedness; or any such Indebtedness
shall be otherwise declared to be due and payable (by acceleration or otherwise)
or required to be prepaid, redeemed or otherwise repurchased by the Borrower or
any of its Subsidiaries (other than by a regularly scheduled required
prepayment) prior to the stated maturity thereof.

          (f)  INVOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC.

          (i)  An involuntary case under any applicable bankruptcy, insolvency
or similar law now or hereafter in effect shall be commenced against any General
Partner, the Borrower, or any of its Subsidiaries to which $150,000,000 or more
of the Combined Equity Value is attributable, and the petition shall not be
dismissed, stayed, bonded or

                                       108


discharged within sixty (60) days after commencement of the case; or a court
having jurisdiction in the premises shall enter a decree or order for relief in
respect of any General Partner, the Borrower or any of its Subsidiaries in an
involuntary case, under any applicable bankruptcy, insolvency or other similar
law now or hereafter in effect; or any other similar relief shall be granted
under any applicable federal, state, local or foreign law; or the respective
board of directors of any General Partner or Limited Partners of the Borrower or
the board of directors or partners of any of the Borrower's Subsidiaries (or any
committee thereof) adopts any resolution or otherwise authorizes any action to
approve any of the foregoing.

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

          (g)  VOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC. Any of the
General Partners, the Borrower, or any of its Subsidiaries to which $150,000,000
or more of the Combined Equity Value is attributable, shall commence a voluntary
case under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, or shall consent to the entry of an order for relief in an
involuntary case, or to the conversion of an involuntary

                                       109


case to a voluntary case, under any such law, or shall consent to the
appointment of or taking possession by a receiver, trustee or other custodian
for all or a substantial part of its Property; or any of the General Partners,
the Borrower or any of such Subsidiaries shall make any assignment for the
benefit of creditors or shall be unable or fail, or admit in writing its
inability, to pay its debts as such debts become due.

          (h)  JUDGMENTS AND UNPERMITTED LIENS.

               (i)     Any money judgment (other than a money judgment covered
by insurance as to which the insurance company has acknowledged coverage), writ
or warrant of attachment, or similar process against the Borrower or any of its
Subsidiaries or any of their respective assets involving in any case an amount
in excess of $35,000,000 (other than with respect to Claims arising out of
non-recourse Indebtedness) is entered and shall remain undischarged, unvacated,
unbonded or unstayed for a period of sixty (60) days or in any event later than
five (5) days prior to the date of any proposed sale thereunder; PROVIDED,
HOWEVER, if any such judgment, writ or warrant of attachment or similar process
is in excess of$70,000,000 (other than with respect to Claims arising out of
non-recourse Indebtedness), the entry thereof shall immediately constitute an
Event of Default hereunder.

               (ii)    A federal, state, local or foreign tax Lien is filed
against the Borrower which is not discharged of record, bonded over or otherwise
secured to the satisfaction of the Payment and Disbursement Agent within fifty
(50) days after the filing thereof or the date upon which the Payment and
Disbursement Agent receives actual knowledge of the filing thereof for an amount
which, either separately or when aggregated with the amount of any judgments
described in clause (i) above and/or the amount of the Environmental Lien Claims
described in clause (iii) below, equals or exceeds $35,000,000.

               (iii)   An Environmental Lien is filed against any Project with
respect to Claims in an amount which, either separately or when aggregated with
the amount of any judgments described in clause (i) above and/or the amount of
the tax Liens described in clause (ii) above, equals or exceeds $35,000,000.

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

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

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

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

          (m)  INTENTIONALLY OMITTED.

          (n)  CERTAIN DEFAULTS PERTAINING TO THE GENERAL PARTNER. The Company
shall fail to (i) maintain its status as a REIT for federal income tax purposes,
(ii) except in accordance with the provisions of SECTION 4.1(d), continue as a
general partner of the Borrower, (iii) maintain ownership of no less than 99% of
the equity Securities of any other General Partner of the Borrower, (iv) comply
with all Requirements of Law applicable to it and its businesses and Properties,
in each case where the failure to so comply individually or in the aggregate
will have or is reasonably likely to have a Material Adverse Effect, (v) remain
listed on the New York Stock Exchange or other national stock exchange, or (vi)
file all tax returns and reports required to be filed by it with any
Governmental Authority as and when required to be filed or to pay any taxes,
assessments, fees or other governmental charges upon it or its Property, assets,
receipts, sales, use, payroll, employment, licenses, income, or franchises which
are shown in such returns, reports or similar statements to be due and payable
as and when due and payable, except for taxes, assessments, fees and other
governmental charges (A) that are being contested

                                       111


by the Company in good faith by an appropriate proceeding diligently pursued,
(B) for which adequate reserves have been made on its books and records, and (C)
the amounts the non-payment of which would not, individually or in the
aggregate, result in a Material Adverse Effect.

          (o)  MERGER OR LIQUIDATION OF THE GENERAL PARTNER OR THE BORROWER. The
General Partner shall merge or liquidate with or into any other Person and, as a
result thereof and after giving effect thereto, (i) except in accordance with
the provisions of SECTION 4.1(d), the General Partner is not the surviving
Person or (ii) such merger or liquidation would effect an acquisition of or
Investment in any Person not otherwise permitted under the terms of this
Agreement. The Borrower shall merge or liquidate with or into any other Person
and, as a result thereof and after giving effect thereto, (i) the Borrower is
not the surviving Person or (ii) such merger or liquidation would effect an
acquisition of or Investment in any Person not otherwise permitted under the
terms of this Agreement.

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

          11.2.   RIGHTS AND REMEDIES.

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

                                       112


the same shall thereupon be, immediately due and payable, without presentment,
demand, or protest or other requirements of any kind (including, without
limitation, valuation and appraisement, diligence, presentment, notice of intent
to demand or accelerate and of acceleration), all of which are hereby expressly
waived by the Borrower.

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

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

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                                   ARTICLE XII
                                   THE AGENTS

          12.1.   APPOINTMENT. (a) Each Lender hereby designates and appoints
UBS as the Payment and Disbursement Agent, the Arrangers as the Arrangers, and
the Co-Agents as the Co-Agents of such Lender under this Agreement, and each
Lender hereby irrevocably authorizes the Payment and Disbursement Agent, the
Arrangers, and the Co-Agents to take such actions on its behalf under the
provisions of this Agreement and the Loan Documents and to exercise such powers
as are set forth herein or therein together with such other powers as are
reasonably incidental thereto. The Payment and Disbursement Agent, the Arrangers
and the Co-Agents each agree to act as such on the express conditions contained
in this ARTICLE XII. The Payment and Disbursement Agent shall administer this
Agreement and service the Loans with the same degree of care as the Payment and
Disbursement Agent would use in servicing a loan of similar size and type for
its own account.

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

          12.2.   NATURE OF DUTIES. The Payment and Disbursement Agent, the
Arrangers and the Co-Agents shall not have any duties or responsibilities except
those expressly set forth in this Agreement or in the Loan Documents. The duties
of the Payment and Disbursement Agent, the Arrangers, and the Co-Agents shall be
mechanical and administrative in nature. None of the Payment and Disbursement
Agent, any Arranger, or any Co-Agent shall have

                                       114


by reason of this Agreement a fiduciary relationship in respect of any Holder.
Nothing in this Agreement or any of the Loan Documents, expressed or implied, is
intended to or shall be construed to impose upon the Payment and Disbursement
Agent or any Arranger, or Co-Agent any obligations in respect of this Agreement
or any of the Loan Documents except as expressly set forth herein or therein.
The Payment and Disbursement Agent and each Arranger and Co-Agent each hereby
agrees that its duties shall include providing copies of documents received by
such Agent from the Borrower which are reasonably requested by any Lender and
promptly notifying each Lender upon its obtaining actual knowledge of the
occurrence of any Event of Default hereunder. In addition, the Payment and
Disbursement Agent shall promptly deliver to each of the Lenders copies of all
notices of default and other formal notices (including, without limitation,
requests for waivers or modifications) sent or received.

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

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

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

          12.6.   AGENTS INDIVIDUALLY. With respect to their respective Pro Rata
Share of the Commitments hereunder, if any, and the Loans made by them, if any,
the Payment and Disbursement Agent, the Arrangers and the Co-Agents shall have
and may exercise the same rights and powers hereunder and are subject to the
same obligations and liabilities as and to the extent set forth herein for any
other Lender. The terms "Lenders" or "Requisite Lenders" or any similar terms
shall, unless the context clearly otherwise indicates, include the Payment and
Disbursement Agent, each Arranger

                                       116


and each other Co-Agent in its respective individual capacity as a Lender or as
one of the Requisite Lenders. The Payment and Disbursement Agent and each other
Arranger and Co-Agent and each of their respective Affiliates may accept
deposits from, lend money to, and generally engage in any kind of banking, trust
or other business with the Borrower or any of its Subsidiaries as if they were
not acting as the Payment and Disbursement Agent, the Arrangers, and Co-Agents
pursuant hereto.

          12.7.   SUCCESSOR AGENTS.

          (a)  RESIGNATION AND REMOVAL. Any Arranger may resign from the
performance of all its functions and duties hereunder (including as Payment and
Disbursement Agent) at any time by giving at least thirty (30) Business Days'
prior written notice to the Borrower and the other Lenders, unless applicable
law requires a shorter notice period or that there be no notice period, in which
instance such applicable law shall control. Any Arranger may be removed (i) at
the direction of Lenders whose Pro Rata Shares, in the aggregate, are greater
than fifty percent (50%), in the event the Arranger is not also a Lender having
a Commitment of at least $20,000,000 or six percent (6%) of the Commitments at
such time or (ii) at the direction of the Requisite Lenders, in the event such
Arranger shall commit gross negligence or willful misconduct in the performance
of its duties hereunder. Such resignation or removal shall take effect upon the
acceptance by a successor Arranger of appointment pursuant to this SECTION 12.7.

          (b)  APPOINTMENT BY REQUISITE LENDERS. Upon any such resignation or
removal of the Payment and Disbursement Agent) becoming effective, (i) if an
Arranger shall then be acting with respect to this Agreement, such Arranger
shall become the Payment and Disbursement Agent or (ii) if no Arranger shall
then be acting with respect to this Agreement, the Lenders shall have the right
to appoint a successor Payment and Disbursement Agent selected from among the
Lenders.

          (c)  APPOINTMENT BY RETIRING AGENT. If a successor Payment and
Disbursement Agent shall not have been appointed within the thirty (30) Business
Day or shorter period provided in PARAGRAPH (a) of this SECTION 12.7, the
retiring Agent shall then appoint a successor Agent who shall serve as Payment
and Disbursement Agent until such

                                       117


time, if any, as the Lenders appoint a successor Agent as provided above.

          (d)  RIGHTS OF THE SUCCESSOR AND RETIRING AGENTS. Upon the acceptance
of any appointment as Payment and Disbursement Agent hereunder by a successor
Agent, such successor Agent shall thereupon succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Agent, and the
retiring Agent shall be discharged from its duties and obligations under this
Agreement. After any retiring Agent's resignation hereunder as Agent, the
provisions of this ARTICLE XII shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was the Agent under this Agreement.

          12.8.   RELATIONS AMONG THE LENDERS. Each Lender agrees that it will
not take any legal action, nor institute any actions or proceedings, against the
Borrower hereunder with respect to any of the Obligations, without the prior
written consent of the Lenders. Without limiting the generality of the
foregoing, no Lender may accelerate or otherwise enforce its portion of the
Obligations, or unilaterally terminate its Commitment except in accordance with
SECTION 11.2(a).

                                  ARTICLE XIII
                                YIELD PROTECTION

          13.1.   TAXES.

          (a)  PAYMENT OF TAXES. Any and all payments by the Borrower hereunder
or under any Note or other document evidencing any Obligations shall be made, in
accordance with SECTION 4.2, free and clear of and without reduction for any and
all present or future taxes, levies, imposts, deductions, charges, withholdings,
and all stamp or documentary taxes, excise taxes, ad valorem taxes and other
taxes imposed on the value of the Property, charges or levies which arise from
the execution, delivery or registration, or from payment or performance under,
or otherwise with respect to, any of the Loan Documents or the Commitments and
all other liabilities with respect thereto excluding, in the case of each
Lender, taxes imposed on or measured by net income or overall gross receipts and
capital and franchise taxes imposed on it by (i) the United States, (ii) the
Governmental Authority of the jurisdiction in which

                                       118


such Lender's Applicable Lending Office is located or any political subdivision
thereof or (iii) the Governmental Authority in which such Person is organized,
managed and controlled or any political subdivision thereof (all such
non-excluded taxes, levies, imposts, deductions, charges and withholdings being
hereinafter referred to as "TAXES"). If the Borrower shall be required by law to
withhold or deduct any Taxes from or in respect of any sum payable hereunder or
under any such Note or document to any Lender, (x) the sum payable to such
Lender shall be increased as may be necessary so that after making all required
withholding or deductions (including withholding or deductions applicable to
additional sums payable under this SECTION 13.1) such Lender receives an amount
equal to the sum it would have received had no such withholding or deductions
been made, (y) the Borrower shall make such withholding or deductions, and (z)
the Borrower shall pay the full amount withheld or deducted to the relevant
taxation authority or other authority in accordance with applicable law.

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

          (c)  RECEIPTS. Within thirty (30) days after the date of any payment
of Taxes by the Borrower, the Borrower

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will furnish to the Payment and Disbursement Agent, at its address referred to
in SECTION 15.8, the original or a certified copy of a receipt evidencing
payment thereof.

          (d)  FOREIGN BANK CERTIFICATIONS. (i) Each Lender that is not created
or organized under the laws of the United States or a political subdivision
thereof shall deliver to the Borrower and the Payment and Disbursement Agent on
the Closing Date or the date on which such Lender becomes a Lender pursuant to
SECTION 15.1 hereof a true and accurate certificate executed in duplicate by a
duly authorized officer of such Lender to the effect that such Lender is
eligible to receive payments hereunder and under the Notes without deduction or
withholding of United States federal income tax (I) under the provisions of an
applicable tax treaty concluded by the United States (in which case the
certificate shall be accompanied by two duly completed copies of IRS Form W8-ECI
(or any successor or substitute form or forms)) or (II) under Sections
1442(c)(1) and 1442(a) of the Internal Revenue Code (in which case the
certificate shall be accompanied by two duly completed copies of IRS Form W8-BEN
(or any successor or substitute form or forms)).

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

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

          (B)  that such Lender cannot continue to receive payments hereunder
     and under the Notes without deduction or withholding of United States
     federal income tax as specified therein but does not require additional
     payments pursuant to SECTION 13.1(a) because it is entitled to recover the
     full amount of any such deduction or

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     withholding from a source other than the Borrower; or

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

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

          13.2.   INCREASED CAPITAL. If after the date hereof any Lender
determines that (i) the adoption or implementation of or any change in or in the
interpretation or administration of any law or regulation or any guideline or
request from any central bank or other Governmental Authority or
quasi-governmental authority exercising jurisdiction, power or control over any
Lender or banks or financial institutions generally (whether or not having the
force of law), compliance with which affects or would affect the amount of
capital required or expected to be maintained by such Lender or any corporation
controlling such Lender and (ii) the amount of such capital is increased by or
based upon (A) the making or maintenance by any Lender of its Loans, including
any Alternative Currency Loans, any Lender's participation in or obligation to
participate in the Loans, including the Alternative Currency Loans, Letters

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of Credit or other advances made hereunder or the existence of any Lender's
obligation to make Loans or Alternative Currency Loans, or (B) the issuance or
maintenance by any Lender of, or the existence of any Lender's obligation to
issue, Letters of Credit, then, in any such case, upon written demand by such
Lender (with a copy of such demand to the Payment and Disbursement Agent), the
Borrower shall immediately pay to the Payment and Disbursement Agent for the
account of such Lender, from time to time as specified by such Lender,
additional amounts sufficient to compensate such Lender or such corporation
therefor. Such demand shall be accompanied by a statement as to the amount of
such compensation and include a brief summary of the basis for such demand. Such
statement shall be conclusive and binding for all purposes, absent manifest
error.

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

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

          (b)  does or will impose, modify, or hold applicable, in the
     determination of a Lender, any reserve (other than reserves taken into
     account in calculating the Eurodollar Rate), special deposit, compulsory
     loan, FDIC insurance or similar requirement against assets held by, or
     deposits or other liabilities (including those pertaining to Letters of
     Credit) in or for the account of,

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     advances or loans by, commitments made, or other credit extended by, or any
     other acquisition of funds by, a Lender or any Applicable Lending Office or
     Eurodollar Affiliate of that Lender;

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

          13.4.   REPLACEMENT OF CERTAIN LENDERS. In the event a Lender (a
"DESIGNEE LENDER") shall have requested additional compensation from the
Borrower under SECTION 13.2 or under SECTION 13.3, the Borrower may, at its sole
election, (a) make written demand on such Designee Lender (with a copy to the
Payment and Disbursement Agent) for the Designee Lender to assign, and such
Designee Lender shall assign pursuant to one or more duly executed Assignment
and Acceptances to one or more Eligible Assignees which the Borrower or the
Payment and Disbursement Agent shall have identified for such purpose, all of
such Designee Lender's right and obligations under this Agreement and the Notes
(including, without limitation, its Commitment, all Loans owing to it, and all
of its participation interests in Letters of Credit) in accordance with SECTION
15.1 or (b) repay all Loans owing to the Designee Lender together with interest
accrued with respect thereto to the date of such repayment and all fees and
other charges accrued or payable under the terms of this Agreement for the
benefit of the Designee Lender to the date of such repayment and remit to the
Payment and Disbursement Agent to be held as cash collateral an amount equal to
the participation interest of the Designee Lender in Letters of Credit. Any such
repayment and remittance shall be for the sole credit of the Designee Lender and
not for any other Lender. Upon delivery of such

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repayment and remittance in immediately available funds as aforesaid, the
Designee Lender shall cease to be a Lender under this Agreement. All expenses
incurred by the Payment and Disbursement Agent in connection with the foregoing
shall be for the sole account of the Borrower and shall constitute Obligations
hereunder. In no event shall Borrower's election under the provisions of this
SECTION 13.4 affect its obligation to pay the additional compensation required
under either SECTION 13.2 or SECTION 13.3.

                                   ARTICLE XIV
                              INTENTIONALLY OMITTED

                                   ARTICLE XV
                                  MISCELLANEOUS

          15.1.   ASSIGNMENTS AND PARTICIPATIONS.

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

          (b)  LIMITATIONS ON ASSIGNMENTS. For so long as no Event of Default
has occurred and is continuing, each assignment shall be subject to the
following conditions: (i) each assignment shall be of a constant, and not a
varying, ratable percentage of all of the assigning Lender's rights and
obligations under this Agreement and, in the case of a partial assignment, shall
be in a minimum principal amount of $15,000,000, (ii) each such assignment shall
be to an Eligible Assignee, (iii) the parties to each such assignment shall
execute and deliver to the Payment and Disbursement Agent, for its acceptance
(in accordance with Section 15.1(d)) and recording in the Register, an
Assignment and Acceptance, (iv) each Arranger shall maintain a minimum
Commitment in an amount greater than the Commitment of any other Lender (other
than the other Arrangers) or an amount sufficient to maintain such

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Arranger's Pro Rata Share as of the Closing Date, whichever is less, and (v)
each Co-Agent shall maintain a minimum Commitment in an amount greater than the
Commitment of any other Lender (other than the other Co-Agents and the
Arrangers) or an amount sufficient to maintain such Co-Agent's Pro Rata Share as
of the Closing Date, whichever is less. Upon the occurrence and continuance of
an Event of Default, none of the foregoing restrictions on assignments shall
apply. Upon such execution, delivery, acceptance (in accordance with Section
15.1(d)) and recording in the Register, from and after the effective date
specified in each Assignment and Acceptance and agreed to by the Payment and
Disbursement Agent, (A) the assignee thereunder shall, in addition to any rights
and obligations hereunder held by it immediately prior to such effective date,
if any, have the rights and obligations hereunder that have been assigned to it
pursuant to such Assignment and Acceptance and shall, to the fullest extent
permitted by law, have the same rights and benefits hereunder as if it were an
original Lender hereunder, (B) the assigning Lender shall, to the extent that
rights and obligations hereunder have been assigned by it pursuant to such
Assignment and Acceptance, relinquish its rights and be released from its
obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all or the remaining portion of such assigning Lender's
rights and obligations under this Agreement, the assigning Lender shall cease to
be a party hereto) and (C) the Borrower shall execute and deliver to the
assignee thereunder a Note evidencing its obligations to such assignee with
respect to the Loans.

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

                                       125


reasonable time and from time to time upon reasonable prior notice.

          (d)  FEE. Upon its receipt of an Assignment and Acceptance executed by
the assigning Lender and an Eligible Assignee and a processing and recordation
fee of $3,500 (payable by the assignee to the Payment and Disbursement Agent),
the Payment and Disbursement Agent shall, if such Assignment and Acceptance has
been completed and is in compliance with this Agreement and in substantially the
form of EXHIBIT A hereto, (i) accept such Assignment and Acceptance, (ii) record
the information contained therein in the Register and (iii) give prompt notice
thereof to the Borrower and the other Lenders.

          (e)  PARTICIPATIONS. Each Lender may sell participations to one or
more other entities in or to all or a portion of its rights and obligations
under and in respect of any and all facilities under this Agreement (including,
without limitation, all or a portion of any or all of its Commitment hereunder
and the Loans owing to it and its undivided interest in the Letters of Credit);
PROVIDED, HOWEVER, that (i) such Lender's obligations under this Agreement
(including, without limitation, its Commitment hereunder) shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations, (iii) the Borrower, the Payment
and Disbursement Agent and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement, (iv) each participation shall be in a minimum
amount of $10,000,000, and (v) such participant's rights to agree or to restrict
such Lender's ability to agree to the modification, waiver or release of any of
the terms of the Loan Documents, to consent to any action or failure to act by
any party to any of the Loan Documents or any of their respective Affiliates, or
to exercise or refrain from exercising any powers or rights which any Lender may
have under or in respect of the Loan Documents, shall be limited to the right to
consent to (A) increase in the Commitment of the Lender from whom such
participant purchased a participation, (B) reduction of the principal of, or
rate or amount of interest on the Loans subject to such participation (other
than by the payment or prepayment thereof), (C) postponement of any date fixed
for any payment of principal of, or interest on, the Loan(s) subject to such

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participation and (D) release of any guarantor of the Obligations.

          (f)  INTENTIONALLY OMITTED.

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

          (h)  SPC ASSIGNMENt. Notwithstanding anything to the contrary
contained herein, any Lender (a "GRANTING LENDER") may grant to a special
purpose funding vehicle (a "SPC"), identified in writing from time to time by
the Granting Lender to the Payment and Disbursement Agent, the option to
purchase from the Granting Lender all or any part of any Loan that such Granting
Lender would otherwise be obligated to make as provided herein, PROVIDED that
(i) nothing herein shall constitute a commitment to purchase any Loan by any
SPC, and (ii) if a SPC elects not to exercise such option or otherwise fails to
fund all or any part of such Loan, the Granting Lender shall be obligated to
fund such Loan pursuant to the terms hereof. The funding of a Loan by a SPC
hereunder shall utilize the Commitment of the Granting Lender to the same
extent, and as if, such Loan were funded by such Granting Lender. Each party
hereby agrees that no SPC shall be liable for any indemnity or payment under
this Agreement for which a Lender would otherwise be liable, for so long as, and
to the extent, the Granting Lender provides such indemnity or makes such
payment. In furtherance of the foregoing, each party hereto hereby agrees that,
prior to the date that is one year and one day after the payment in full of all
outstanding Loans of any SPC, it will not institute against, or join any other
person in instituting against, such SPC any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings or similar proceedings under
the laws of the United States. Notwithstanding anything to the contrary

                                       127


contained in this Agreement, the Granting Lender may disclose to a SPC and any
SPC may disclose to any Rating Agency or provider of any surety or guarantee to
such SPC any information relating to the SPC's funding of Loans, all on a
confidential basis. This clause (h) may not be amended without the prior written
consent of each Granting Lender, all or any part of whose Loans are being funded
by a SPC at the time of such amendment.

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

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

          15.2.   EXPENSES.

          (a)  GENERALLY. The Borrower agrees upon demand to pay or reimburse
the Payment and Disbursement Agent and each Arranger for all of their respective
reasonable external audit and investigation expenses, and for the fees, expenses
and disbursements of Skadden, Arps, Slate, Meagher & Flom LLP (but not of other
legal counsel) and for all other out-of-pocket costs and expenses of every type
and nature incurred by the Payment and Disbursement Agent or each Arranger in
connection with (i) the audit and investigation of the Consolidated Businesses,
the Projects and other Properties of the Consolidated Businesses in connection
with the preparation, negotiation, and execution of the Loan Documents; (ii) the
preparation, negotiation, execution and interpretation of this Agreement
(including, without limitation, the satisfaction or attempted satisfaction of
any of the conditions set forth in ARTICLE VI), the Loan Documents, and the
making of the Loans hereunder; (iii) the ongoing administration of this
Agreement and the Loans, including consultation with attorneys in connection
therewith and with respect to the

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Payment and Disbursement Agent's rights and responsibilities under this
Agreement and the other Loan Documents; (iv) the protection, collection or
enforcement of any of the Obligations or the enforcement of any of the Loan
Documents; (v) the commencement, defense or intervention in any court proceeding
relating in any way to the Obligations, any Project, the Borrower, any of its
Subsidiaries, this Agreement or any of the other Loan Documents; (vi) the
response to, and preparation for, any subpoena or request for document
production with which the Payment and Disbursement Agent or any other Agents or
any other Lender is served or deposition or other proceeding in which any Lender
is called to testify, in each case, relating in any way to the Obligations, a
Project, the Borrower, any of the Consolidated Businesses, this Agreement or any
of the other Loan Documents; and (vii) any amendments, consents, waivers,
assignments, restatements, or supplements to any of the Loan Documents and the
preparation, negotiation, and execution of the same.

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

          15.3.   INDEMNITY. The Borrower further agrees (a) to defend, protect,
indemnify, and hold harmless the Payment and Disbursement Agent, the Arrangers,
the Co-Agents and each and all of the other Lenders and each of their

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respective officers, directors, employees, affiliates, attorneys and agents
(including, without limitation, those retained in connection with the
satisfaction or attempted satisfaction of any of the conditions set forth in
ARTICLE VI) (collectively, the "INDEMNITEES") from and against any and all
liabilities, obligations, losses (other than loss of profits), damages,
penalties, actions, judgments, suits, claims, costs, reasonable expenses and
disbursements of any kind or nature whatsoever (excluding any taxes and
including, without limitation, the reasonable fees and disbursements of counsel
for such Indemnitees in connection with any investigative, administrative or
judicial proceeding, whether or not such Indemnitees shall be designated a party
thereto), imposed on, incurred by, or asserted against such Indemnitees in any
manner relating to or arising out of (i) this Agreement or the other Loan
Documents, or any act, event or transaction related or attendant thereto, the
making of the Loans and the issuance of and participation in Letters of Credit
hereunder, the management of such Loans or Letters of Credit, the use or
intended use of the proceeds of the Loans or Letters of Credit hereunder, or any
of the other transactions contemplated by the Loan Documents, or (ii) any
Liabilities and Costs relating to violation of any Environmental, Health or
Safety Requirements of Law, the past, present or future operations of the
Borrower, any of its Subsidiaries or any of their respective predecessors in
interest, or, the past, present or future environmental, health or safety
condition of any respective Property of the Borrower or any of its Subsidiaries,
the presence of asbestos-containing materials at any respective Property of the
Borrower or any of its Subsidiaries, or the Release or threatened Release of any
Contaminant into the environment (collectively, the "INDEMNIFIED MATTERS");
PROVIDED, HOWEVER, the Borrower shall have no obligation to an Indemnitee
hereunder with respect to Indemnified Matters caused by or resulting from the
willful misconduct or gross negligence of such Indemnitee, as determined by a
court of competent jurisdiction in a non-appealable final judgment; and (b) not
to assert any claim against any of the Indemnitees, on any theory of liability,
for consequential or punitive damages arising out of, or in any way in
connection with, the Commitments, the Obligations, or the other matters governed
by this Agreement and the other Loan Documents. To the extent that the
undertaking to indemnify, pay and hold harmless set forth in the preceding
sentence may be unenforceable because it is violative of any law or public

                                       130


policy, the Borrower shall contribute the maximum portion which it is permitted
to pay and satisfy under applicable law, to the payment and satisfaction of all
Indemnified Matters incurred by the Indemnitees.

          15.4.   CHANGE IN ACCOUNTING PRINCIPLES. If any change in the
accounting principles used in the preparation of the most recent financial
statements referred to in SECTIONS 8.1 or 8.2 are hereafter required or
permitted by the rules, regulations, pronouncements and opinions of the
Financial Accounting Standards Board or the American Institute of Certified
Public Accountants (or successors thereto or agencies with similar functions)
and are adopted by any General Partner or the Borrower, as applicable, with the
agreement of its independent certified public accountants and such changes
result in a change in the method of calculation of any of the covenants,
standards or terms found in ARTICLE X, the parties hereto agree to enter into
negotiations in order to amend such provisions so as to equitably reflect such
changes with the desired result that the criteria for evaluating compliance with
such covenants, standards and terms by the Borrower shall be the same after such
changes as if such changes had not been made; PROVIDED, HOWEVER, no change in
GAAP that would affect the method of calculation of any of the covenants,
standards or terms shall be given effect in such calculations until such
provisions are amended, in a manner satisfactory to the Payment and Disbursement
Agent and the Borrower, to so reflect such change in accounting principles.

          15.5.   SETOFF. In addition to any Liens granted under the Loan
Documents and any rights now or hereafter granted under applicable law, upon the
occurrence and during the continuance of any Event of Default, each Lender and
any Affiliate of any Lender is hereby authorized by the Borrower at any time or
from time to time, without notice to any Person (any such notice being hereby
expressly waived) to set off and to appropriate and to apply any and all
deposits (general or special, including, but not limited to, indebtedness
evidenced by certificates of deposit, whether matured or unmatured (but not
including trust accounts)) and any other Indebtedness at any time held or owing
by such Lender or any of its Affiliates to or for the credit or the account of
the Borrower against and on account of the Obligations of the Borrower to such
Lender or any of its Affiliates, including, but not limited to, all Loans and
Letters of Credit and all claims of any nature or

                                       131


description arising out of or in connection with this Agreement, irrespective of
whether or not (i) such Lender shall have made any demand hereunder or (ii) the
Payment and Disbursement Agent, at the request or with the consent of the
Requisite Lenders, shall have declared the principal of and interest on the
Loans and other amounts due hereunder to be due and payable as permitted by
ARTICLE XI and even though such Obligations may be contingent or unmatured. Each
Lender agrees that it shall not, without the express consent of the Requisite
Lenders, and that it shall, to the extent it is lawfully entitled to do so, upon
the request of the Requisite Lenders, exercise its setoff rights hereunder
against any accounts of the Borrower now or hereafter maintained with such
Lender or any Affiliate.

          15.6.   RATABLE SHARING. The Lenders agree among themselves that (i)
with respect to all amounts received by them which are applicable to the payment
of the Obligations equitable adjustment will be made so that, in effect, all
such amounts will be shared among them ratably in accordance with their Pro Rata
Shares, whether received by voluntary payment, by the exercise of the right of
setoff or banker's lien, by counterclaim or cross-action or by the enforcement
of any or all of the Obligations, (ii) if any of them shall by voluntary payment
or by the exercise of any right of counterclaim, setoff, banker's lien or
otherwise, receive payment of a proportion of the aggregate amount of the
Obligations held by it, which is greater than the amount which such Lender is
entitled to receive hereunder, the Lender receiving such excess payment shall
purchase, without recourse or warranty, an undivided interest and participation
(which it shall be deemed to have done simultaneously upon the receipt of such
payment) in such Obligations owed to the others so that all such recoveries with
respect to such Obligations shall be applied ratably in accordance with their
Pro Rata Shares; PROVIDED, HOWEVER, that if all or part of such excess payment
received by the purchasing party is thereafter recovered from it, those
purchases shall be rescinded and the purchase prices paid for such
participations shall be returned to such party to the extent necessary to adjust
for such recovery, but without interest except to the extent the purchasing
party is required to pay interest in connection with such recovery. The Borrower
agrees that any Lender so purchasing a participation from another Lender
pursuant to this SECTION 15.6 may, to the fullest extent permitted by law,
exercise all its rights of payment (including, subject to

                                       132


SECTION 15.5, the right of setoff) with respect to such participation as fully
as if such Lender were the direct creditor of the Borrower in the amount of such
participation.

          15.7.   AMENDMENTS AND WAIVERS.

          (a)  GENERAL PROVISIONS. Unless otherwise provided for or required in
this Agreement, no amendment or modification of any provision of this Agreement
or any of the other Loan Documents shall be effective without the written
agreement of the Requisite Lenders (which the Requisite Lenders shall have the
right to grant or withhold in their sole discretion) and the Borrower; PROVIDED,
HOWEVER, that the Borrower's agreement shall not be required for any amendment
or modification of SECTIONS 12.1 through 12.8. No termination or waiver of any
provision of this Agreement or any of the other Loan Documents, or consent to
any departure by the Borrower therefrom, shall be effective without the written
concurrence of the Requisite Lenders, which the Requisite Lenders shall have the
right to grant or withhold in their sole discretion. All amendments, waivers and
consents not specifically reserved to the Payment and Disbursement Agent, the
Arrangers, the other Co-Agents or the other Lenders in SECTION 15.7(b), 15.7(c),
and in other provisions of this Agreement shall require only the approval of the
Requisite Lenders. Any waiver or consent shall be effective only in the specific
instance and for the specific purpose for which it was given. No notice to or
demand on the Borrower in any case shall entitle the Borrower to any other or
further notice or demand in similar or other circumstances.

          (b)  AMENDMENTS, CONSENTS AND WAIVERS BY AFFECTED LENDERS. Any
amendment, modification, termination, waiver or consent with respect to any of
the following provisions of this Agreement shall be effective only by a written
agreement, signed by each Lender affected thereby as described below:

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

                                       133


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

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

     (iv) postponement or extension of any date (other than the Termination Date
     postponement or extension of which is governed by SECTION 15.7(c)(i)) fixed
     for any payment of principal of, or interest on, the Loans, the
     Reimbursement Obligations or any fees or other amounts payable to such
     Lender (except with respect to any modifications of the application
     provisions relating to prepayments of Loans and other Obligations which are
     governed by SECTION 4.2(b)).

          (c)  AMENDMENTS, CONSENTS AND WAIVERS BY ALL LENDERS. Any amendment,
modification, termination, waiver or consent with respect to any of the
following provisions of this Agreement shall be effective only by a written
agreement, signed by each Lender:

     (i)  postponement of the Termination Date, or increase in the Maximum
     Amount to any amount in excess of $1,800,000,000,

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

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

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

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

          (d)  PAYMENT AND DISBURSEMENT AGENT AUTHORITY. The Payment and
Disbursement Agent may, but shall have no obligation to, with the written
concurrence of any Lender, execute amendments, modifications, waivers or
consents on

                                       134


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

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

          15.9.   SURVIVAL OF WARRANTIES AND AGREEMENTS. All representations and
warranties made herein and all

                                       135


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

          15.10.  FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE. No
failure or delay on the part of the Payment and Disbursement Agent, any other
Lender or any other Agent in the exercise of any power, right or privilege under
any of the Loan Documents shall impair such power, right or privilege or be
construed to be a waiver of any default or acquiescence therein, nor shall any
single or partial exercise of any such power, right or privilege preclude other
or further exercise thereof or of any other right, power or privilege. All
rights and remedies existing under the Loan Documents are cumulative to and not
exclusive of any rights or remedies otherwise available.

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

          15.12.  SEVERABILITY. In case any provision in or obligation under
this Agreement or the other Loan Documents shall be invalid, illegal or
unenforceable in any

                                       136


jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby.

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

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

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

          15.16.  SUCCESSORS AND ASSIGNS. This Agreement and the other Loan
Documents shall be binding upon the parties hereto and their respective
successors and assigns and shall inure to the benefit of the parties hereto and
the successors and permitted assigns of the Lenders. The rights hereunder of the
Borrower, or any interest therein, may not be assigned without the prior written
consent of all Lenders.

          15.17.  CERTAIN CONSENTS AND WAIVERS OF THE BORROWER.

          (a)  PERSONAL JURISDICTION. (i) EACH OF THE LENDERS AND THE BORROWER
IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
NONEXCLUSIVE

                                       137


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

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

          (b)  SERVICE OF PROCESS. THE BORROWER IRREVOCABLY CONSENTS TO THE
SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR
PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL,
POSTAGE PREPAID, TO THE PROCESS AGENT OR THE

                                       138


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

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

          15.18.  COUNTERPARTS; EFFECTIVENESS; INCONSISTENCIES. This Agreement
and any amendments, waivers, consents, or supplements hereto may be executed in
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument. This Agreement shall become effective against the Borrower and
each Lender on the Closing Date. This Agreement and each of the other Loan
Documents shall be construed to the extent reasonable to be consistent one with
the other, but to the extent that the terms and conditions of this Agreement are
actually inconsistent with the terms and conditions of any other Loan Document,
this Agreement shall govern. In the event the Lenders enter into any co-lender
agreement with the Arrangers pertaining to the Lenders' respective rights with
respect to voting on any matter referenced in this Agreement or the other Loan
Documents on which the Lenders have a right to vote under the terms of this
Agreement or the other Loan Documents, such co-lender agreement shall be
construed to the extent reasonable to be consistent with this Agreement and the
other Loan Documents, but to the extent that the terms and conditions of such
co-lender agreement are actually inconsistent with the terms and conditions of
this Agreement and/or the other Loan Documents, such co-lender agreement shall
govern. Notwithstanding the foregoing, any rights reserved to the Payment and
Disbursement Agent or the Arrangers or the Co-Agents under this Agreement and
the other Loan Documents

                                       139


shall not be varied or in any way affected by such co-lender agreement and the
rights and obligation of the Borrower under the Loan Documents will not be
varied.

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

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

          15.21.  DISCLAIMERS. The Payment and Disbursement Agent, the
Arrangers, the other Co-Agents and the other Lenders shall not be liable to any
contractor, subcontractor, supplier, laborer, architect, engineer, tenant or
other party for services performed or materials

                                       140


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

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

          15.23.  RETAINED PROPERTIES. Notwithstanding anything contained in
this Agreement to the contrary, the Company or any Subsidiary thereof will
retain direct or indirect ownership of the Retained Properties, or, if the
Company shall elect to sell or otherwise transfer any of the Retained
Properties, it shall retain any and all proceeds received in connection
therewith, and will not contribute any portion thereof to the Borrower or any
other entity or distribute any portion thereof to any of its shareholders.

                                       141


          15.24.  ENTIRE AGREEMENT. This Agreement, taken together with all of
the other Loan Documents, embodies the entire agreement and understanding among
the parties hereto and supersedes all prior agreements and understandings,
written and oral, relating to the subject matter hereof.

                                       142


          IN WITNESS WHEREOF, this Agreement has been duly executed as of the
date first above written.

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

                                   By: SIMON PROPERTY GROUP, INC.,
                                       as Managing General Partner

                                   By: /s/
                                       ------------------------
                                       David Simon
                                       Chief Executive Officer

                                       NOTICE ADDRESS:

                                       Merchants Plaza
                                       P.O. Box 7033
                                       Indianapolis, Indiana 46207
                                       Attn: Mr. David Simon
                                       Telecopy: (317) 263-7037

with a copy to:

                                       Simon Property Group, L.P.
                                       Merchants Plaza
                                       P.O. Box 7033
                                       Indianapolis, Indiana 46207
                                       Attn: General Counsel
                                       Telecopy: (317) 685-7221



LENDER:                            UBS LOAN FINANCE LLC

                                   By:/s/
                                      ------------------------
                                   Name: Wilfred V. Saint
                                         ---------------------
                                   Title: Director
                                          --------------------


                                   By:/s/
                                      -----------------------
                                   Name: Joselin Fernandes
                                         -----------------------
                                   Title: Associate Director
                                          ----------------------

                                   Notice Address, Domestic
                                   Lending Office and Eurodollar
                                   LENDING OFFICE:

                                   UBS AG, Stamford Branch
                                   677 Washington Boulevard
                                   Stamford, CT 06901
                                   Attn: Ms. Denise Conzo
                                   Telecopy: 203-719-3888


Commitment: $250,000,000



PAYMENT AND DISBURSEMENT
AGENT:                             UBS AG, STAMFORD BRANCH


                                   By:/s/
                                      -------------------------
                                   Name: Wilfred V. Saint
                                         ----------------------
                                   Title: Director
                                          ---------------------


                                   By:/s/
                                      ------------------------
                                   Name: Joselin Fernandes
                                         ------------------------
                                   Title: Associate Director
                                          -----------------------

                                   NOTICE ADDRESS:

                                   UBS AG, Stamford Branch
                                   677 Washington Boulevard
                                   Stamford, CT 06901
                                   Attn: Ms. Denise Conzo
                                   Telecopy: 203-719-3888



CO-SYNDICATION AGENT
AND LENDER:                        JPMORGAN CHASE BANK


                                   By:/s/
                                      -----------------------------
                                   Name:  Marc E. Costantino
                                          -------------------------
                                   Title: Vice President
                                          -------------------------

                                   NOTICE ADDRESS, DOMESTIC AND
                                   EURODOLLAR LENDING OFFICE:

                                   JPMorgan Chase Bank
                                   1111 Fannin, 10th Floor
                                   Houston, TX 77002
                                   Attention: Loan and Agency Services
                                   Telecopy: 713-750-2892
                                   Reference: Simon Property Group

                                   WITH COPY OF ALL NOTICES TO:

                                   JPMorgan Chase Bank
                                   277 Park Avenue
                                   New York, New York  10172
                                   Attention: Marc Costantino
                                   Telecopy: (212) 622-8167
                                   Reference: Simon Property Group


Commitment: $252,000,000



CO-SYNDICATION AGENT
AND LENDER:                        BANK OF AMERICA, N.A.

                                   By:/s/
                                      -------------------------
                                   Name:  Roger C. Davis
                                          ---------------------
                                   Title: Principal
                                          ---------------------

                                   NOTICE ADDRESS, DOMESTIC AND
                                   EURODOLLAR LENDING OFFICE:

                                   Bank of America, N.A.
                                   901 Main Street, 66th Floor
                                   Dallas, TX 75202
                                   Attention: Dolores Lucio
                                   Telecopy: 214-209-1559
                                   Reference:


Commitment: $252,000,000



CO-DOCUMENTATION AGENT
     AND LENDER:                   DEUTSCHE BANK AG, NEW YORK BRANCH

                                   By:/s/
                                      --------------------------
                                   Name:  Brenda Casey
                                          ----------------------
                                   Title: Vice President
                                          ----------------------

                                   By:/s/ Linda Wong
                                      --------------------------
                                   Name:  Linda Wong
                                          ----------------------
                                   Title: Vice President
                                          ----------------------

                                   NOTICE ADDRESS, DOMESTIC AND
                                   EURODOLLAR LENDING OFFICE:

                                   Deutsche Bank AG, New York Branch
                                   90 Hudson Street
                                   MS JCY05-0511
                                   Jersey City, NJ 07302
                                   Attention: Nelson Lugaro
                                   Telecopy: 866-240-3627


                                   WITH COPY OF ALL NOTICES TO:

                                   Deutsche Bank Securities Inc.
                                   200 Crescent Court
                                   Suite 550
                                   Dallas, TX 75201
                                   Attention: Gerry DuPont
                                   Telecopy: (214) 740-7910


Commitment: $166,000,000



CO-DOCUMENTATION AGENT
     AND LENDER:                   CITICORP NORTH AMERICA, INC.

                                   By:/s/
                                      ------------------------
                                   Name:  David Bouton
                                          --------------------
                                   Title: Vice President
                                          --------------------

                                   NOTICE ADDRESS:

                                   Citicorp Real Estate, Inc.
                                   390 Greenwich Street
                                   New York, NY 10013
                                   Attention: David Bouton
                                   Telecopy: 212-723-8380

                                   DOMESTIC AND EURODOLLAR LENDING
                                   OFFICE:

                                   Citicorp Real Estate, Inc.
                                   390 Greenwich Street
                                   1st Floor
                                   New York, NY 10013
                                   Attention: Michael Chlopak
                                   Telecopy: 212-723-8380


                                   WITH COPY OF ALL NOTICES TO:

                                   Citicorp Real Estate, Inc.
                                   390 Greenwich Street
                                   26th Floor
                                   New York, NY 10013
                                   Attention: Lou Royer, Esq.
                                   Telecopy: 212-816-2021


Commitment: $166,000,000



SENIOR MANAGING AGENT
     AND LENDER:                   CREDIT SUISSE FIRST BOSTON,
                                   ACTING THROUGH ITS CAYMAN ISLAND
                                   BRANCH

                                   By:/s/
                                      ---------------------------
                                   Name:  Bill O'Daly
                                          --------------------
                                   Title: Director
                                          --------------------

                                   By:/s/
                                      -----------------------------
                                   Name:  Cassandra Droogan
                                          -------------------------
                                   Title: Associate
                                          -------------------------

                                   NOTICE ADDRESS:

                                   Credit Suisse First Boston
                                   Eleven Madison Avenue
                                   New York, NY 10010
                                   Attention: William O'Daly
                                   Telecopy:212-743-2254

                                   DOMESTIC AND EURODOLLAR LENDING OFFICE:

                                   Credit Suisse First Boston
                                   One Madison Avenue
                                   New York, NY 10010
                                   Attention: Ed Markowski
                                   Telecopy: 212-538-6851


Commitment: $166,000,000



SENIOR MANAGING AGENT
     AND LENDER:                   MERRILL LYNCH BANK USA

                                   By:/s/
                                      ----------------------
                                   Name:  Louis Alder
                                          ------------------
                                   Title: Director
                                          ------------------

                                   NOTICE ADDRESS,DOMESTIC AND
                                    EURODOLLAR LENDING OFFICE:

                                   Merrill Lynch Bank USA
                                   15 W. South Temple Street
                                   Suite 300
                                   Salt Lake City, UT 84101
                                   Attention: Loan Servicing
                                   Telecopy: 801-359-4667
                                   Reference: CPRID19441-Simon
                                   Property Group

                                   WITH A COPY OF ALL NOTICES:

                                   Merrill Lynch Bank USA
                                   15 W. South Temple Street
                                   Suite 300
                                   Salt Lake City, UT 84101
                                   Attention: Derek Befus
                                   Telecopy:801-531-7470
                                   Reference: Simon Property Group


Commitment: $166,000,000



SENIOR MANAGING AGENT
     AND LENDER:                   MORGAN STANLEY BANK


                                   By:/s/
                                      ----------------------
                                   Name:  Daniel Twenge
                                          ------------------
                                   Title: Vice President
                                          ------------------

                                   NOTICE ADDRESS, DOMESTIC AND
                                   EURODOLLAR LENDING OFFICE:

                                   Morgan Stanley Bank
                                   1633 Broadway, 25th Floor
                                   New York, NY 10019
                                   Attention: James Morgan
                                   Telecopy: 212-537-1867/1866

                                   WITH A COPY OF ALL NOTICES TO:

                                   Morgan Stanley Bank
                                   1633 Broadway, 25th Floor
                                   New York, NY 10019
                                   Attention: Larry Benison
                                   Telecopy: 212-537-1867/1866


Commitment: $150,000,000



LENDER:                            MORGAN STANLEY SENIOR FUNDING,
                                   INC.


                                   By:/s/
                                      ------------------------
                                   Name:  Jaap L. Tonckens
                                          --------------------
                                   Title: Vice President
                                          --------------------

                                   NOTICE ADDRESS, DOMESTIC AND
                                   EURODOLLAR LENDING OFFICE:

                                   Morgan Stanley Senior Funding, Inc.
                                   1633 Broadway, 25th Floor
                                   New York, NY 10019
                                   Attention: James Morgan
                                   Telecopy: 212-537-1867/1866

                                   WITH A COPY OF ALL NOTICES TO:

                                   Morgan Stanley Senior Funding, Inc.
                                   1633 Broadway, 25th Floor
                                   New York, NY 10019
                                   Attention: Larry Benison
                                   Telecopy: 212-537-1867/1866


Commitment: $16,000,000



SENIOR MANAGING AGENT
     AND LENDER:                   WACHOVIA BANK, NATIONAL
                                     ASSOCIATION

                                   By:/s/
                                      -------------------------
                                   Name:  David Hoagland
                                          ---------------------
                                   Title: Director
                                          ---------------------

                                   NOTICE ADDRESS:

                                   Wachovia Bank, National Association
                                   301 South College Street
                                   Charlotte, NC 28288
                                   Attention:
                                   Telecopy:

                                   DOMESTIC AND EURODOLLAR LENDING OFFICE:

                                   Wachovia National Bank, National Association
                                   301 South College Street
                                   Charlotte, NC 28288
                                   Attention:
                                   Telecopy:


Commitment: $166,000,000



LENDER:                            PACIFIC LIFE INSURANCE COMPANY
                                   (Nominee: Mac & Co)

                                   By:/s/
                                      ----------------------------
                                   Name:  Richard S. Banno
                                          ------------------------
                                   Title: Assistant Vice President
                                          ------------------------

                                   By:/s/
                                      ----------------------------
                                   Name:  John M. Waldeck
                                          ------------------------
                                   Title: Assistant Secretary
                                          ------------------------

                                   NOTICE ADDRESS:

                                   Pacific Life Insurance Company
                                   700 Newport Center Drive
                                   2nd Floor - Securities Operations
                                   Newport Beach, CA 92660
                                   Attention: Romey Sawhney
                                   Telecopy: 949-219-5258

                                   DOMESTIC AND EURODOLLAR LENDING OFFICE:

                                   Pacific Life Insurance Company
                                   700 Newport Center Drive
                                   2nd Floor - Securities Operations
                                   Newport Beach, CA 92660
                                   Attention: Florenzio Vargas
                                   Telecopy: 949-640-4013


Commitment: $50,000,000



                         LIST OF EXHIBITS AND SCHEDULES

Exhibit A--    Form of Assignment and Acceptance
Exhibit B--    Form of Note
Exhibit C--    Form of Notice of Borrowing
Exhibit D--    Form of Notice of Conversion/Continuation
Exhibit E--    List of Closing Documents
Exhibit F--    Form of Officer's Certificate
Exhibit G--    Sample Calculations of Financial Covenants

Schedule 1.1.1 --   Pro Rata Shares
Schedule 1.1.2 --   Initial Pro Rata Shares
Schedule 1.1.4 --   Permitted Securities Options
Schedule 1.1.5 --   Unsecured Bond Offerings
Schedule 7.1-A --   Organizational Documents
Schedule 7.1-C --   Corporate Structure; Outstanding Capital Stock and
                    Partnership Interests; Partnership Agreement
Schedule 7.1-H --   Indebtedness for Borrowed Money; Contingent Obligations
Schedule 7.1-I --   Pending Actions
Schedule 7.1-P --   Environmental Matters
Schedule 7.1-Q --   ERISA Matters
Schedule 7.1-T --   Insurance Policies
Schedule 15.23 --   Retained Properties

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EXHIBIT 31.1

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, David Simon, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Simon Property Group, Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a): Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b): Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(c): Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

(a): All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b): Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 8, 2004
	/s/ David Simon David Simon Chief Executive Officer

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EXHIBIT 31.1

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

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EXHIBIT 31.2

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, Stephen E. Sterrett, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Simon Property Group, Inc;

2.

3.

4.

(a): Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b): Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(c): Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

(a): All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b): Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 8, 2004
	/s/ Stephen E. Sterrett Stephen E. Sterrett Chief Financial Officer

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EXHIBIT 31.2

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

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Exhibit 32

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Simon Property Group, Inc. (the "Company") on Form 10-Q for the period ending September 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), each of the undersigned certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1): The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2): The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ David Simon David Simon Chief Executive Officer November 8, 2004
/s/ Stephen E. Sterrett Stephen E. Sterrett Chief Financial Officer November 8, 2004

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Exhibit 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002