CREDIT AGREEMENT
                           Dated as of August 31, 2001

                                      among

                        COUSINS PROPERTIES INCORPORATED,
                                as the Borrower,

                             BANK OF AMERICA, N.A.,
                    as Administrative Agent and Issuing Bank,

                              WACHOVIA BANK, N.A.,
                              as Syndication Agent,

                        COMMERZBANK AG, NEW YORK BRANCH,
                             as Documentation Agent,

                          The Other Banks Party Hereto,

                         BANC OF AMERICA SECURITIES LLC
                         and WACHOVIA SECURITIES, INC.,
                            as Joint Lead Arrangers,
                                       and
                               Joint Book Managers







                                      INDEX
                                                                          Page

ARTICLE 1 - Definitions.....................................................1
            -----------

         Section 1.1        Defined Terms...................................1
                            -------------
         Section 1.2        Other Interpretive Provisions..................20
                            -----------------------------
         Section 1.3        Accounting Terms...............................21
                            ----------------
         Section 1.4        Rounding.......................................21
                            --------
         Section 1.5        References to Agreements and Laws..............21
                            ---------------------------------
         Section 1.6        References to Times............................22
                            -------------------

ARTICLE 2 - Loans and Letters of Credit....................................22
            ---------------------------

         Section 2.1        Extension of Credit............................22
                            -------------------
         Section 2.2        Manner of Borrowing and Disbursement...........22
                            ------------------------------------
         Section 2.3        Interest.......................................25
                            --------
         Section 2.4        Fees and Commissions...........................25
                            --------------------
         Section 2.5        Repayment......................................27
                            ---------
         Section 2.6        Notes, Loan Accounts...........................27
                            --------------------
         Section 2.7        Manner of Payment..............................28
                            -----------------
         Section 2.8        Application of Payments........................28
                            -----------------------
         Section 2.9        Letters of Credit..............................29
                            -----------------
         Section 2.10       Cash Management Line of Credit.................34
                            ------------------------------
         Section 2.11       Inability to Determine Eurodollar Rate.........35
                            --------------------------------------
         Section 2.12       Illegality.....................................36
                            ----------
         Section 2.13       Compensation...................................36
                            ------------
         Section 2.14       Additional Costs, Etc..........................36
                            ---------------------
         Section 2.15       Pro Rata Treatment.............................38
                            ------------------
         Section 2.16       Taxes..........................................38
                            -----

ARTICLE 3 - Conditions Precedent...........................................41
            --------------------

         Section 3.1        Conditions Precedent to Initial Loan...........41
                            ------------------------------------
         Section 3.2        Conditions Precedent to Each Loan..............42
                            ---------------------------------
         Section 3.3        Conditions Precedent to Issuance of Letters
                            -------------------------------------------
                              of Credit....................................42
                              ---------

ARTICLE 4 - Representations and Warranties.................................43
            ------------------------------

         Section 4.1        Representations and Warranties.................43
                            ------------------------------
         Section 4.2        Survival of Representations and
                            -------------------------------
                              Warranties, etc..............................49
                              ----------------

ARTICLE 5 - General Covenants..............................................49
            -----------------

         Section 5.1        Preservation of Existence and Similar Matter...49
                            --------------------------------------------
         Section 5.2        Compliance with Applicable Law.................50
                            ------------------------------
         Section 5.3        Maintenance of Properties......................50
                            -------------------------
         Section 5.4        Accounting Methods and Financial Records.......50
                            ----------------------------------------
         Section 5.5        Insurance......................................50
                            ---------
         Section 5.6        Payment of Taxes and Claims....................50
                            ---------------------------
         Section 5.7        Visits and Inspections.........................50
                            ----------------------
         Section 5.8        Payment of Indebtedness........................51
                            -----------------------
         Section 5.9        Use of Proceeds................................51
                            ---------------
         Section 5.10       ERISA..........................................51
                            -----
         Section 5.11       Further Assurances.............................51
                            ------------------
         Section 5.12       Broker's Claims................................52
                            ---------------

ARTICLE 6 - Information Covenants..........................................52
            ---------------------

         Section 6.1        Quarterly Financial Statements and Information.52
                            ----------------------------------------------
         Section 6.2        Annual Financial Statements and Information:
                            --------------------------------------------
                              Certificate of No Default....................53
                              -------------------------
         Section 6.3        Performance Certificates.......................53
                            ------------------------
         Section 6.4        Copies of Other Reports........................54
                            -----------------------
         Section 6.5        Notice of Litigation and Other Matters.........54
                            --------------------------------------

ARTICLE 7 - Negative Covenants.............................................55
            ------------------

         Section 7.1        Indebtedness of the Borrower...................55
                            ----------------------------
         Section 7.2        Investments....................................56
                            -----------
         Section 7.3        Limitation on Liens............................56
                            -------------------
         Section 7.4        Amendment and Waiver...........................56
                            --------------------
         Section 7.5        Liquidation; Disposition or Acquisition
                            ---------------------------------------
                              of Assets....................................56
                              ---------
         Section 7.6        Limitation on Guaranties.......................57
                            ------------------------
         Section 7.7        Restricted Payments............................57
                            -------------------
         Section 7.8        Total Debt to Total Assets Ratio...............58
                            --------------------------------
         Section 7.9        Minimum Stockholders' Investment...............58
                            --------------------------------
         Section 7.10       Interest Coverage Ratio........................58
                            -----------------------
         Section 7.11       Availability...................................58
                            ------------
         Section 7.12       Affiliate Transactions.........................58
                            ----------------------
         Section 7.13       ERISA Liabilities..............................59
                            -----------------
         Section 7.15       Fixed Charge Coverage Ratio....................59
                            ------------ --------------

ARTICLE 8 - Default........................................................59
            -------

         Section 8.1        Events of Default..............................59
                            -----------------
         Section 8.2        Remedies.......................................62
                            --------

ARTICLE 9 - The Administrative Agent.......................................63
            ------------------------

         Section 9.1        Appointment and Authorization of
                            --------------------------------
                              Administrative Agent.........................63
                              --------------------
         Section 9.2        Delegation of Duties...........................64
                            --------------------
         Section 9.3        Liability of Administrative Agent..............64
                            ---------------------------------
         Section 9.4        Reliance by Administrative Agent...............64
                            --------------------------------
         Section 9.5        Notice of Default..............................65
                            -----------------
         Section 9.6        Credit Decision; Disclosure of Information
                            ------------------------------------------
                              by Administrative Agent......................65
                              -----------------------
         Section 9.7        Indemnification of Administrative Agent........66
                            ---------------------------------------
         Section 9.8        Administrative Agent in its Individual
                            --------------------------------------
                              Capacity.....................................66
                              --------
         Section 9.10       Successor Administrative Agent.................67
                            ------------------------------
         Section 9.11       Other Agents; Lead Managers....................67
                            ---------------------------

ARTICLE 10 - Miscellaneous.................................................68
             -------------

         Section 10.1       Notices........................................68
                            -------
         Section 10.2       Expenses.......................................69
                            --------
         Section 10.3       Waivers........................................70
                            -------
         Section 10.4       Set-Off........................................70
                            -------
         Section 10.5       Assignment.....................................71
                            ----------
         Section 10.6       Counterparts...................................73
                            ------------
         Section 10.7       Governing Law..................................74
                            -------------
         Section 10.8       Severability...................................74
                            ------------
         Section 10.9       Headings.......................................74
                            --------
         Section 10.10      Interest.......................................74
                            --------
         Section 10.11      Entire Agreement...............................75
                            ----------------
         Section 10.12      Amendment and Waiver...........................75
                            --------------------
         Section 10.13      Other Relationships............................75
                            -------------------
         Section 10.14      Confidentiality................................75
                            ---------------
         Section 10.15      Indemnification................................76
                            ---------------
         Section 10.16      Survival of Certain Provisions.................77
                            ------------------------------


                                    Exhibits

         Exhibit A         -   Form of Consolidated Entity Guaranty Agreement
         Exhibit B         -   Form of Note
         Exhibit C         -   Form of Request for Loan
         Exhibit D         -   Form of Request for Issuance of Letter of Credit
         Exhibit E         -   Form of Borrower's Loan Certificate
         Exhibit F         -   Form of Opinion of Borrower's Counsel
         Exhibit G         -   Form of Compliance Certificate
         Exhibit H         -   Form of Notice of Continuation/Conversion
         Exhibit I         -   Form of Assignment and Assumption Agreement

                                    Schedules

         Schedule 1        -   Letters of Credit on Agreement Date
         Schedule 2        -   Liens of Record
         Schedule 3        -   List of Unconsolidated Entities
         Schedule 4        -   List of Consolidated Entity Guarantors
         Schedule 5        -   List of Consolidated Entities
         Schedule 6        -   Schedule of Valued Assets
         Schedule 7        -   Land Held for Investment
         Schedule 8        -   Description of Conflicting Trademark Matter
         Schedule 9        -   Litigation
         Schedule 10       -   List of Valued Assets included in Availability
                                 Restriction







         THIS CREDIT AGREEMENT (this "Agreement") dated as of August 31, 2001 by
and among COUSINS PROPERTIES INCORPORATED, a Georgia corporation (the
"Borrower"), each of the financial institutions from time to time party hereto
as "Banks", BANK OF AMERICA, N.A., as Administrative Agent, WACHOVIA BANK, N.A.,
as Syndication Agent, and each of BANC OF AMERICA SECURITIES LLC and WACHOVIA
SECURITIES, INC., as Joint Lead Arrangers and Joint Book Managers.

         WHEREAS, the Borrower, the Banks and the Administrative Agent desire to
make available to Borrower a $275,000,000 revolving credit facility, all
pursuant to the terms hereof.

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

                  ARTICLE 1 - Definitions and Accounting Terms.
                              ---------------------------------
         Section 1.1  Defined Terms.  As used in this Agreement, the following
terms shall have the meanings set forth below:

         "Adjusted EBITDA" means an amount equal to (a) Net Income for such
          ---------------
period (excluding the effect of any extraordinary gains or losses, other
non-cash losses outside the ordinary course of business or gains on sales of
investment properties) plus (b) an amount which in the determination of Net
Income for such period has been deducted for (i) proceeds attributable to
minority interests, (ii) income taxes, (iii) depreciation and amortization and
(iv) Interest Expense minus (c) a deemed capital expenditure reserve deduction
equal to, on an annual basis, $0.50 per rentable square foot for all Income
Producing Assets owned by the Person for whom Adjusted EBITDA is being
calculated (other than the Daniel Note or any ground leases for land owned by
such Person in fee simple) as determined as of the end of each fiscal quarter.

         "Administrative Agent" means Bank of America (or any successor
          --------------------
Administrative Agent appointed in accordance with this Agreement), acting as
Administrative Agent for the Banks and the Issuing Bank.

         "Administrative Agent's Office" means the office of the Administrative
          -----------------------------
Agent located at the address set forth in Section 10.1 hereof, or such other
office as may be designated pursuant to the provisions of Section 10.1 hereof.

         "Affiliate" means, as to any Person, any other Person directly or
          ---------
indirectly controlling, controlled by, or under direct or indirect common
control with, such Person. A Person shall be deemed to be "controlled by" any
other Person if such other Person possesses, directly or indirectly, power (a)
to vote 15% or more of the securities having ordinary voting power for the
election of directors, managing general partners or managing members; or (b) to
direct or cause the direction of the management and policies of such Person
whether by contract or otherwise.

         "Agent-Related Persons" means the Administrative Agent (including any
          ---------------------
successor administrative agent), together with its Affiliates (including, in the
case of Bank of America in its capacity as the Administrative Agent, the
Arranger), and the officers, directors, employees, agents and attorneys-in-fact
of such Persons and Affiliates.

         "Agreement Date" means the date of this Agreement.
          --------------

         "Applicable Law" means, in respect of any Person, all provisions of
          --------------
constitutions, statutes, rules, regulations, and orders of governmental bodies
or regulatory agencies applicable to such Person, including, without limitation,
all orders and decrees of all courts and arbitrators in proceedings or actions
to which the Person in question is a party or by which it is bound.

         "Applicable Margin" means, from time to time, the percentage rate set
          -----------------
forth below for a given type of Loan corresponding to the Leverage Ratio of the
Borrower as determined in accordance with Section 7.8 in effect at such time:

                                 Applicable Margin for
                                 Eurodollar Rate Loans      Applicable Margin
 Level       Leverage Ratio     and Federal Funds Loans    for Base Rate Loans
 -----       --------------     -----------------------    -------------------

     1     = 0.35                        1.05%                     0%
     2     > 0.35 but = 0.45             1.15%                     0%
     3     > 0.45 but = 0.5              1.25%                     0%
     4     > 0.5 but = 0.55              1.45%                     0%
     5     > .55                         1.70%                     0%

Any increase or decrease in the Applicable Margin resulting from a change in the
Leverage Ratio shall become effective as of the first day of the fiscal quarter
of the Borrower immediately following the date a Compliance Certificate is
delivered pursuant to Section 6.3. Until first determined as provided above, the
Applicable Margin shall be determined by reference to Level 2. If the Borrower
fails to deliver any such Compliance Certificate by the date required under
Section 6.3, then the Applicable Margin shall be determined by reference to
Level 5 until such time as the Borrower delivers such Compliance Certificate at
which time it shall return to the then applicable Applicable Margin.

         "Approved Fund" has the meaning given that term in Section 10.5(h).
          -------------

         "Arranger" means each of Banc of America Securities LLC and
          --------
Wachovia Securities, Inc., each in their capacity as joint lead arrangers and
sole book managers.

         "Asset Value of the 650 Mass Ave. Note" means the book value of the
          -------------------------------------
650 Mass Ave. Note determined in accordance with GAAP.

         "Assets Under Development" means real property assets of the Borrower,
          ------------------------
any Consolidated Entity, or any Unconsolidated Entity which are (a) leased to
tenants in occupancy and/or to parties not yet in occupancy but which have
signed leases under which the only condition to occupancy is completion of the
applicable space, and the leases for such tenants in occupancy or to be in
occupancy represent in the aggregate seventy percent (70%) or more of the
rentable square footage of the asset in question and (b) either (i) are included
on the applicable balance sheet for the owning entity in the "projects under
construction" category or the "operating properties" category (but only if such
real property asset does not qualify as an Income Producing Asset under this
Agreement) or (ii) have received an unconditional base building certificate of
occupancy (or its equivalent) from the applicable Governmental Authority within
the twelve (12) months immediately preceding the date of determination (but only
if such real property asset does not qualify as an Income Producing Asset under
this Agreement).

         "Assignment and Assumption Agreement" means an Assignment and
          -----------------------------------
Assumption Agreement substantially in the form of Exhibit I attached hereto.

         "Authorized Signatory" means, with respect to the Borrower, Kelly H.
          --------------------
Barrett, Tom G. Charlesworth, James A. Fleming or Patricia A. Isaacs, or such
other senior personnel of the Borrower as may be duly authorized and designated
in writing to the Administrative Agent by the Borrower to execute documents,
agreements, and instruments on behalf of the Borrower.

         "Availability Restriction" means, as of any particular time,
          ------------------------

         (a)      if the Leverage Ratio is less than or equal to .55 at such
                  time, the sum of

                  (i) the product of (A) the aggregate Value of Income Producing
         Assets wholly owned by Borrower or any Consolidated Entity Guarantor
         and not Encumbered times (B) sixty percent (60%) plus

                  (ii) the product of (A) the aggregate Value of Assets Under
         Development wholly owned by Borrower or any Consolidated Entity
         Guarantor and not Encumbered times (B) fifty percent (50%); provided,
         however, that in calculating the Availability Restriction, the amount
         computed in this item (ii) shall be reduced to the extent necessary so
         that the amount computed in this item (ii) shall not exceed twenty five
         percent (25%) of the sum of items (i) and (ii) at such time; or

         (b)      if the Leverage Ratio is greater than .55 at such time, the
                  sum of

                  (i) the product of (A) the aggregate Value of Income Producing
         Assets wholly owned by Borrower or any Consolidated Entity Guarantor
         and not Encumbered times (B) fifty-five percent (55%), plus
                                                                ----

                  (ii) the product of (A) the aggregate Value of Assets Under
         Development wholly owned by Borrower or any Consolidated Entity
         Guarantor and not Encumbered times (B) forty-five percent (45%);
         provided, however, that in calculating the Availability Restriction,
         the amount computed in this item (ii) shall be reduced to the extent
         necessary so that the amount computed in this item (ii) shall not
         exceed twenty percent (20%) of the sum of items (i) and (ii) at such
         time; and

provided, further, however, that for purposes of this calculation, Assets Under
Development and Income Producing Assets shall be assigned no value for so long
as the interest of Borrower or the Consolidated Entity Guarantor or the
applicable Affiliate of either of them in the entity owning such asset is
Encumbered for any reason in favor of any other Person, including, without
limitation, partners in partnerships or members in limited liability companies
in which Borrower, such Consolidated Entity Guarantor or such Affiliate is a
partner or member.

         "Available Commitment" means, as of any particular time, (a) the
          --------------------
aggregate amount of the Banks' Commitments, minus (b) the sum of (i) the Loans
then outstanding and (ii) the aggregate amount of all Letter of Credit
Obligations then outstanding; provided, however, that the Available Commitment
may not at any time exceed the Availability Restriction.

         "Available Letter of Credit Commitment" means, at any time, the lesser
          -------------------------------------
of (a) $16,000,000 and (b) the Available Commitment.

         "Bank of America" means Bank of America, N.A.
          ---------------

         "Banks" means each of the financial institutions from time to time a
          -----
party hereto.

         "Base Rate" means for any day a fluctuating rate per annum equal to the
          ---------
rate of interest in effect for such day as publicly announced from time to time
by Bank of America as its "prime rate." Such rate is a rate set by Bank of
America based upon various factors including Bank of America's costs and desired
return, general economic conditions and other factors, and is used as a
reference point for pricing some loans, which may be priced at, above, or below
such announced rate. Any change in such rate announced by Bank of America shall
take effect at the opening of business on the day specified in the public
announcement of such change.

         "Base Rate Loan" means those Loans bearing interest calculated by
          --------------
reference to the Base Rate.

         "Borrower" means Cousins Properties Incorporated, a Georgia
          --------
corporation.

         "Business Day" means any day other than a Saturday, Sunday or other day
          ------------
on which commercial Banks are authorized to close under the Laws of, or are in
fact closed in, the state where the Administrative Agent's Office is located
and, if such day relates to any Eurodollar Rate Loan, means any such day on
which dealings in Dollar deposits are conducted by and between Banks in the
London interbank eurodollar market.

         "CSC" means CSC Associates, L.P., a Georgia limited partnership.
          ---

         "CSC Note" means that certain promissory note in the original principal
          --------
amount of $80,000,000 issued by CSC and payable to Cede & Co., and any and all
derivative or replacement notes related thereto or refinancing the principal
balance thereof up to an aggregate principal amount not in excess of
$150,000,000.

         "Capitalized Lease Obligation" means that portion of any obligation of
          ----------------------------
a specified Person as lessee under a lease which at the time would be required
to be capitalized on the balance sheet of such lessee in accordance with GAAP.

         "Cash Management Line of Credit" means that certain unsecured line of
          ------------------------------
credit from Bank of America and included within Bank of America's Commitment
hereunder having availability of not more than $20,000,000 and to be used by the
Borrower for cash management purposes.

         "Charlotte Gateway Village, LLC" means that certain limited liability
          ------------------------------
company of the same name in which Borrower and an Affiliate of Bank of America
are members for the development of a real estate project in Charlotte, North
Carolina, the assets, liabilities and financial performance of which entity are
not intended to be included in the calculations provided or required to be made
hereunder except as expressly provided herein; provided, however, that the
assets, liabilities and financial performance of Charlotte Gateway Village, LLC
shall be included in such calculations at any time that Borrower or any
Consolidated Entity (i) is then contingently or actually liable for any
Indebtedness for Money Borrowed of Charlotte Gateway Village, LLC (other than
liability for normal and customary carve-outs from and indemnities with respect
to non-recourse obligations as are typically imposed by institutional lenders in
commercial non-recourse financing) or (ii) has pending against it a complaint
filed by any beneficiary or holder of a Guaranty (including a Guaranty of
carve-outs from non-recourse obligations) from Borrower or a Consolidated Entity
of any of Charlotte Gateway Village, LLC's obligations or (iii) has filed
against it a judgment in respect of any Guaranty (including a Guaranty of
carve-outs from non-recourse obligations) of Charlotte Gateway Village, LLC's
obligations.

         "Code" means the Internal Revenue Code of 1986, as amended from time to
          ----
time.

         "Combined Parties"  means collectively the Borrower, the Consolidated
          ----------------
Entities, and the Unconsolidated Entities.

         "Commercial Letter of Credit" means a documentary letter of credit
          ---------------------------
issued in respect of the purchase of goods or services by the Borrower or its
Consolidated Entities by the Issuing Bank in accordance with the terms hereof.

         "Commitment" means, as to each Bank, its obligation to (a) make Loans
          ----------
to the Borrower, (b) purchase participations in Letter of Credit Obligations,
and (c) purchase participations in Loans advanced pursuant to the Cash
Management Line of Credit, in an aggregate principal amount at any one time
outstanding not to exceed the amount set forth for such Bank on its signature
page hereto as such Bank's "Commitment Amount", as such amount may be reduced or
adjusted from time to time in accordance with this Agreement.

         "Commitment Ratio" means, as to each Bank, the ratio, expressed as a
          ----------------
percentage, of (a) the amount of such Bank's Commitment to (b) the aggregate
amount of the Commitments of all Banks hereunder; provided, however, that if at
the time of determination the Commitments have terminated or been reduced to
zero, the "Commitment Ratio" of each Bank shall be equal to the ratio, expressed
as a percentage, of (a) the aggregate unpaid principal amount of Loans and
Letter of Credit Obligations owing to such Bank to (b) the aggregate unpaid
principal amount of all Loans and Letter of Credit Obligations.

         "Compliance Certificate" has the meaning ascribed to such term in
          ----------------------
Section 6.3 hereof.

         "Consolidated Entity" means any entity whose accounts are consolidated
          -------------------
with those of the Borrower in accordance with GAAP, and shall include, without
limitation, each entity identified on Schedule 5 attached hereto and made a part
hereof.

         "Consolidated Entity Guarantors" means, as of the Agreement Date, each
          ------------------------------
Consolidated Entity identified on Schedule 4 attached hereto and made a part
hereof and subsequent to the Agreement Date (a) each Consolidated Entity which
is directly or indirectly wholly owned by the Borrower and required to provide a
Consolidated Entity Guaranty Agreement pursuant to Section 5.13 and (b) such
other Consolidated Entities as to which the Borrower delivers to the
Administrative Agent a Consolidated Entity Guaranty Agreement subsequent to the
Agreement Date.

         "Consolidated Entity Guaranty Agreement" means any Consolidated Entity
          --------------------------------------
Guaranty Agreement issued by any of the Borrower's Consolidated Entities
including, without limitation, by the Consolidated Entity Guarantors, to the
Banks, the Issuing Bank and the Administrative Agent on behalf of the Banks and
in substantially the form of Exhibit A attached hereto.

         "Consolidated Funds From Operations" means, for a given period,
          ----------------------------------
"Consolidated Funds From Operations" for such period as calculated in a manner
consistent with the method used in the Borrower's annual report for 2000.

         "Daily Rate" means a fluctuating rate of interest equal to the one
          ----------
month rate of interest (rounded upwards, if necessary to the nearest 1/100 of
1%) appearing on Telerate Page 3750 (or any successor page) as the one month
London interbank offered rate for deposits in U.S. Dollars at approximately
11:00 a.m. (London time) on the second preceding Eurodollar Business Day, as
adjusted from time to time in Administrative Agent's sole discretion for then
applicable reserve requirements, deposit insurance assessment rates and other
regulatory costs. If for any reason such rate is not available, the term "Daily
Rate" means the fluctuating rate of interest equal to the one month rate of
interest (rounded upwards, if necessary to the nearest 1/100 of 1%) appearing on
Reuters Screen LIBO Page as the one month London interbank offered rate for
deposits in U.S. Dollars at approximately 11:00 a.m. (London time) on the second
preceding Eurodollar Business Day, as adjusted from time to time in
Administrative Agent's sole discretion for then applicable reserve requirements,
deposit insurance assessment rates and other regulatory costs; provided,
however, if more than one rate is specified on Reuters Screen LIBO Page, the
applicable rate shall be the arithmetic mean of all such rates. The Daily Rate
applicable to any Loan hereunder shall change with each change in such rate
appearing on said Telerate Page 3750 or Reuters Screen LIBO Page, as applicable.

         "Daniel Note" means that certain promissory note dated December 27,
          -----------
1996 in the original principal amount of $9,500,000 issued by Daniel Realty
Company and payable to Borrower, as amended December 31, 1997.

         "Default" means any Event of Default, and any other event specified in
          -------
Section 8.1 hereof which with any passage of time or giving of notice (or both)
would constitute such event an Event of Default.

         "Default Rate" means a simple per annum interest rate equal to the sum
          ------------
of (a) the Base Rate plus (b) two percent (2%).

         "Effective Date" means the later of: (a) the Agreement Date and (b) the
          --------------
date on which all of the conditions precedent set forth in Section 3.1 shall
have been fulfilled or waived in writing by the Administrative Agent.

         "Eligible Assignee" has the meaning given that term in Section 10.5(h).
          -----------------

         "Encumbered" means subject to a Lien or Liens, other than those certain
          ----------
Liens described in paragraphs (a), (b), (c), (d), (e), (f) and (m) of the
definition of "Permitted Liens".

         "Environmental Laws" means any and all applicable federal, state, local
          ------------------
or municipal laws, rules, orders, regulations, statutes, ordinances, codes,
decrees or requirements of any Governmental Authority regulating, relating to or
imposing liability or standards of conduct concerning environmental protection
matters, including without limitation, Hazardous Materials, as now or may at any
time hereafter be in effect.

         "ERISA" means the Employee Retirement Income Security Act of 1974, and
          -----
any regulations issued pursuant thereto.

         "ERISA Affiliate" means (a) any corporation which is a member of the
          ---------------
same controlled group of corporations (within the meaning of Code Section
414(b)) as is the Borrower, (b) any other trade or business (whether or not
incorporated) under common control (within the meaning of Code Section 414(c))
with the Borrower, (c) any other corporation, partnership or other organization
which is a member of an affiliated service group (within the meaning of Code
Section 414(m)) with the Borrower, or (d) any other entity required to be
aggregated with the Borrower pursuant to regulations under Code Section 414(o).

          "Eurodollar Rate" means for any Interest Period with respect to any
           ---------------
Eurodollar Rate Loan, the rate per annum (rounded upwards, if necessary, to the
nearest 1/100 of 1%) appearing on Telerate Page 3750 (or any successor page) as
the London interbank offered rate for deposits in Dollars at approximately 11:00
a.m. (London time) two Eurodollar Business Days prior to the first day of such
Interest Period for a term comparable to such Interest Period. If for any reason
such rate is not available, the term "Eurodollar Rate" means, for any Eurodollar
Loan for any Interest Period therefor, the rate per annum (rounded upwards, if
necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page as
the London interbank offered rate for deposits in Dollars at approximately 11:00
a.m. (London time) two Business Days prior to the first day of such Interest
Period for a term comparable to such Interest Period; provided, however, if more
than one rate is specified on Reuters Screen LIBO Page, the applicable rate
shall be the arithmetic mean of all such rates.

         "Eurodollar Rate Loan" means (a) those Loans bearing interest
          --------------------
calculated by reference to a Eurodollar Rate and (b) for purposes of Sections
2.11 and 2.12, the Cash Management Line of Credit Loans bearing interest at the
Daily Rate.

         "Event of Default" means any of the events specified in Section 8.1
          ----------------
hereof, provided that any requirement for notice or lapse of time, or both, has
been satisfied.

         "Existing Letters of Credit" means those Letters of Credit outstanding
          --------------------------
on the Agreement Date as more particularly described on Schedule 1 attached
hereto.

         "Federal Funds Loans" means those Loans bearing interest calculated by
          -------------------
reference to the Federal Funds Rate.

         "Federal Funds Rate" means, as of any date, the "Federal Funds
          ------------------
Effective Rate" as currently published in the Federal Reserve Statistical
Release H.15 (519), as published by the Board of Governors of the Federal
Reserve System, or any successor publication published by the Board of Governors
of the Federal Reserve System plus 1/2 of 1%. If at any given time, the Federal
Funds Effective Rate no longer is published, then the Administrative Agent shall
notify the Borrower thereof and the Borrower and the Banks shall establish a
mutually acceptable comparable reference rate (with approximately equivalent
margin) which shall thereafter be deemed to be the Federal Funds Effective Rate
for all purposes hereof. The applicable Federal Funds Rate shall be
automatically adjusted as of any date on which the Federal Funds Effective Rate
changes.

         "Fixed Charges" means in the aggregate for the Combined Parties, for
          -------------
the applicable period of calculation, the sum of (a) Interest Expense plus (b)
the principal component of all payments made in respect of Capitalized Lease
Obligations, plus (c) any payments made in respect of ground rental obligations
under ground leases, plus (d) regularly scheduled required principal payments on
Indebtedness for Money Borrowed (excluding any scheduled balloon, bullet, or
similar principal payment which repays such Indebtedness for Money Borrowed in
full and excluding payments made by CSC under the CSC Note) plus (e) all debt
discount and expense amortized or required to be amortized in the determination
of Adjusted EBITDA for such period, plus (f) rentals payable under leases of
real property during such period to the extent not covered in clause (c), plus
(g) any dividends paid or payable by Borrower or any of its Consolidated
Entities in respect of any class of preferred capital stock; provided, however,
that in calculating Fixed Charges of each Unconsolidated Entity, the amount of
the items described in clauses (a), (b), (c), (d), (e) and (f) above of such
Unconsolidated Entity shall be multiplied by the percentage of the Borrower's
direct and indirect ownership interest in such Unconsolidated Entity.

         "Foreign Bank" has the meaning given that term in Section 2.16(c).
          ------------

         "Fund" has the meaning given that term in Section 10.5(h).
          ----

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

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

         "Guaranty" or "Guaranteed," as applied to an obligation (each a
          --------      ----------
"primary obligation"), means and includes, without duplication, (a) any
guaranty, direct or indirect, in any manner, of any part or all of such primary
obligation, and (b) any agreement, direct or indirect, contingent or otherwise,
the practical effect of which is to assure in any way the payment or performance
(or payment of damages in the event of non-performance) of any part or all of
such primary obligation, including, without limiting the foregoing, any
reimbursement obligations as to amounts drawn down by beneficiaries of
outstanding letters of credit, and any obligation of such Person (the "primary
obligor"), whether or not contingent, (i) to purchase any such primary
obligation or any property or asset constituting direct or indirect security
therefor, (ii) to advance or supply funds (1) for the purchase or payment of
such primary obligation or (2) to maintain working capital, equity capital or
the net worth, cash flow, solvency or other balance sheet or income statement
condition of any other Person, (iii) to purchase property, assets, securities or
services primarily for the purpose of assuring the owner or holder of any
primary obligation of the ability of the primary obligor with respect to such
primary obligation to make payment thereof or (iv) otherwise to assure or hold
harmless the owner or holder of such primary obligation against loss in respect
thereof; provided, however, the terms "Guaranty" or "Guaranteed" for purposes of
this Agreement shall not include endorsements on or of negotiable instruments
for collection or deposit in the ordinary course of the endorser's business.

         "Hazardous Materials" means any hazardous materials, hazardous wastes,
          -------------------
hazardous constituents, hazardous or toxic substances, petroleum products
(including crude oil or any fraction thereof), and friable asbestos containing
materials defined or regulated as such in or under any Environmental Law.

         "Income Producing Assets" means (a) real property assets of any of the
          -----------------------
Combined Parties (i) which are partially or fully income producing for financial
reporting purposes on the applicable calculation date and have been continuously
partially or fully income producing for financial reporting purposes for the
fiscal quarter period immediately preceding the calculation date, (ii) for which
an unconditional base building certificate of occupancy (or its equivalent) has
been issued by the applicable Governmental Authority, and (iii) as to such
assets which in the immediately preceding reporting period were classified as
Assets Under Development, which are leased to tenants in occupancy and/or to
parties not yet in occupancy but which have signed leases under which the only
condition to occupancy is completion of the applicable space, and the leases for
such tenants in occupancy or to be in occupancy represent eighty percent (80%)
or more of the rentable square footage of the Property in question and (b) the
Daniel Note; provided, however, that Income Producing Assets shall not include
             --------  -------
intra or inter-entity obligations between the Borrower and any of the
Consolidated Entities or the Underlying CSC Note.

         "Indebtedness" means with respect to any Person, without duplication,
          ------------
(a) total liabilities as determined by GAAP, (b) all Indebtedness for Money
Borrowed, (c) obligations for the deferred purchase price of property or
services (other than accruals) to the extent such obligations constitute
indebtedness pursuant to GAAP, (d) other indebtedness evidenced by note, bond,
debenture or similar instrument, (e) all obligations under financing leases and
all Capital Lease Obligations, (f) acceptances issued or created for such
Person, (g) all Guarantee obligations, (h) all reimbursement obligations for
letters of credit or contingent liabilities, (i) liabilities secured by a Lien
or negative pledge, (j) any repurchase obligation or liability with respect to
accounts or notes receivable, (k) the greater of such Person's pro rata share of
debt in Affiliates or contingent liability for debt in Affiliates, (l)
obligations under any interest rate protection products, (m) obligations under
any take-out commitments, (n) obligations under any forward equity commitments
other than commitments to a Consolidated Entity or an Unconsolidated Entity and
(o) the principal balance outstanding under any synthetic lease, tax retention
operating lease, off-balance sheet loan or similar off-balance sheet financing
product where such transaction is considered borrowed money indebtedness for tax
purposes but classified as an operating lease in accordance with GAAP; provided,
                                                                       --------
however, for purposes of this Agreement, Indebtedness shall not include (i)
-------
shareholders' and partners' and members' equity, (ii) capital stock, (iii)
surplus, (iv) reserves for general contingencies and other cash reserves, (v)
minority interests in Consolidated Entities, and (vi) deferred income which in
accordance with GAAP would be included in determining total liabilities as shown
on the liability side of a balance sheet of such Person.

         "Indebtedness for Money Borrowed" means, with respect to any specified
          -------------------------------
Person, without duplication (a) all money borrowed by such Person and
Indebtedness represented by notes payable by such Person and drafts accepted
representing extensions of credit to such Person, (b) all obligations of such
Person evidenced by bonds, debentures, notes, or other similar instruments, (c)
all Indebtedness of such Person upon which interest charges are customarily
paid, (d) all Indebtedness of such Person issued or assumed as full or partial
payment for property or services (other than accrued employee compensation),
whether or not any such notes, drafts, obligations, or Indebtedness would
otherwise represent Indebtedness for money borrowed and (e) the principal
balance outstanding under any synthetic lease, tax retention operating lease,
off-balance sheet loan or similar off-balance sheet financing product where such
transaction is considered borrowed money indebtedness for tax purposes but
classified as an operating lease in accordance with GAAP. For purposes of this
definition, (i) interest which is accrued but not paid on the original due date
or within any applicable cure or grace period as provided by the underlying
contract for such interest shall be deemed Indebtedness for Money Borrowed and
(ii) trade account payables arising in the ordinary course of business and not
delinquent by more than ninety (90) days shall not be deemed Indebtedness for
Money Borrowed.

         "Indemnitees" has the meaning given that term in Section 10.15.
          -----------

         "Interest Capitalized" means, in respect of any period, "Interest
          -------------------
Capitalized" by the Borrower and its Consolidated Entities in such period
calculated in accordance with GAAP plus to the extent not already included
herein the Borrower's pro rata share of the Interest Capitalized of its
Unconsolidated Entities; provided, however, that Interest Capitalized shall not
                         --------  -------
include "interest capitalized" by CSC in respect of the CSC Note or by Charlotte
Gateway Village, LLC except at such times as Charlotte Gateway Village, LLC's
assets, liabilities and financial results are included in the calculations
required or provided hereunder, as set forth in the definition of Charlotte
Gateway Village, LLC herein.

         "Interest Expense" means, in respect of any period, an amount equal to
          ----------------
the sum of (a) the interest payable during such period with respect to
Indebtedness for Money Borrowed of the Borrower and its Consolidated Entities
plus (b) the interest component of Capitalized Lease Obligations of the Borrower
and its Consolidated Entities, less any Interest Capitalized and (c) to the
extent not already included in the foregoing clauses (a) and (b) the Borrower's
pro rata share of the Interest Expense of its Unconsolidated Entities; provided,
however, that Interest Expense shall not include "interest expense" of CSC in
respect of the CSC Note or of Charlotte Gateway Village, LLC except at such
times as Charlotte Gateway Village, LLC's assets, liabilities and financial
results are included in the calculations required or provided hereunder, as set
forth in the definition of Charlotte Gateway Village, LLC herein.

         "Interest Period" means the period commencing on the date a Loan is
          ---------------
made and ending on the last day of one of the following periods, as selected by
the Borrower in a Request for Loan for any Eurodollar Rate Loan: to the extent
available in Administrative Agent's opinion, one (1) month, two (2) months,
three (3) months or six (6) months; provided that all of the foregoing
provisions relating to Interest Periods are subject to the following:

                  (a)  if any Interest Period with respect to a Eurodollar
         Rate Loan would otherwise end on a day that is not a Business Day, the
         Interest Period shall be extended to the next succeeding Business Day
         unless the result of such extension would be to carry such Interest
         Period into another calendar month, in which event such Interest Period
         shall end on the immediately preceding Business Day;

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

                  (c)  any Interest Period relating to any Eurodollar Rate
         Loan that would otherwise extend beyond the Maturity Date shall end on
         the Maturity Date.

         "Issuing Bank" means Bank of America, as issuer of the Letters of
          ------------
Credit.

         "Land Held for Investment" means any asset of any of the Combined
          ------------------------
Parties which is classified by the owning entity on the applicable financial
statements as "land held for investment or future development," "land committed
to be contributed," "land and property predevelopment costs," or "projects under
construction" so long as a "project under construction" does not qualify as an
Asset Under Development hereunder, which assets as of the Agreement Date are
listed on Schedule 7 attached hereto and made a part hereof.

         "Letter of Credit Obligations" means, at any time, the sum of (a) an
          ----------------------------
amount equal to the aggregate undrawn and unexpired amount (including the amount
to which any such Letter of Credit can be reinstated pursuant to the terms
hereof or thereof) of the then outstanding Letters of Credit and (b) an amount
equal to the aggregate drawn, but unreimbursed drawings on any Letters of
Credit. For purposes of determining the Available Commitment and the Available
Letter of Credit Commitment, Letters of Credit denominated in foreign currencies
shall be, on any relevant date, converted to United States dollars using the
prevailing exchange rate for such currency on such date.

         "Letter of Credit Reserve Account" means any account maintained by the
          --------------------------------
Administrative Agent for the benefit of the Issuing Bank, the proceeds of which
shall be applied as provided in Section 8.2(b) hereof.

         "Leverage Ratio" means the ratio of (a) Total Debt to (b) the sum of
          --------------
(i) Total Assets and (ii) at any time of calculation when the assets and
liabilities of Charlotte Gateway Village, LLC are not otherwise included in the
calculation of Total Debt and Total Assets, (x) the product of (A) Borrower's
percentage interest in Charlotte Gateway Village, LLC and (B) the net book value
of the membership interests in Charlotte Gateway Village, LLC determined in
accordance with GAAP.

         "Letters of Credit" means Standby Letters of Credit and Commercial
          -----------------
Letters of Credit issued by the Issuing Bank on behalf of the Borrower or its
Affiliates from time to time in accordance with the terms hereof. In addition,
the Existing Letters of Credit shall be deemed to be "Letters of Credit" issued
hereunder.

         "Lien" means, with respect to any Property, any mortgage, lien, pledge,
          ----
negative pledge, assignment, charge, security interest, title retention
agreement, levy, execution, seizure, attachment, garnishment, or other
encumbrance of any kind in the nature of any of the foregoing in respect of such
property, whether or not choate, vested, or perfected.

         "Loan Documents" means this Agreement, the Notes, each Consolidated
          --------------
Entity Guaranty, and all other documents and agreements executed or delivered in
connection with or contemplated by this Agreement.

         "Loans" means, collectively, amounts advanced by the Banks to the
          -----
Borrower under the Commitment (including amounts advanced by Bank of America
under the Cash Management Line of Credit), not to exceed at any time the
Commitment or the Available Commitment, and evidenced by the Notes.

         "Materially Adverse Effect" means any materially adverse effect upon
          -------------------------
(a) the business, assets, financial condition, results of operations or business
prospects of the Combined Parties taken as a whole; (b) the ability of the
Borrower, or the Combined Parties taken as a whole to perform their Obligations
under this Agreement or any other Loan Document; or (c) a material adverse
effect upon the legality, validity, binding effect or enforceability against any
of the Combined Parties of any Loan Document to which it is a party.

         "Maturity Date" means the earlier of (a) August 31, 2004 or (b) the
          -------------
date on which all of the Obligations become due and payable pursuant to Section
8.2 hereof.

         "Multiemployer Plan" shall have the meaning set forth in Section
          ------------------
4001(a)(3) of ERISA.

         "Necessary Authorizations" means all authorizations, consents, permits,
          ------------------------
approvals, licenses, and exemptions from, and all filings and registrations
with, and all reports to, any governmental or other regulatory authority whether
federal, state, or local, and all agencies thereof necessary for the conduct of
the businesses and the ownership (or lease) of the properties and assets of the
Borrower or its Consolidated Entities.

         "Net Income" means for any Person, for any applicable period, the
          ----------
aggregate net income of such Person for such period, as determined in accordance
with GAAP.

         "Non-Recourse Indebtedness for Money Borrowed" means, with respect to a
          --------------------------------------------
Person, Indebtedness for Money Borrowed in respect of which recourse for payment
(other than liability for normal and customary carve-outs from and indemnities
with respect to non-recourse obligations as are typically imposed by
institutional lenders in commercial non-recourse financing) is contractually
limited to specific assets of such Person encumbered by a Lien securing such
Indebtedness for Money Borrowed.

         "Note" means a promissory note executed by the Borrower, payable to the
          ----
order of a Bank and substantially in the form of Exhibit B.

         "Obligations" means (a) all payment and performance obligations of the
          -----------
Borrower and all other obligors to the Banks, the Issuing Bank and the
Administrative Agent under this Agreement and the other Loan Documents, as they
may be amended from time to time, or as a result of making the Loans or the
issuance of Letters of Credit, and (b) the obligation to pay an amount equal to
the amount of any and all damages which the Banks, the Issuing Bank and the
Administrative Agent, or any of them, may suffer by reason of a breach by either
Borrower or any other obligor of any obligation, covenant, or undertaking with
respect to this Agreement or any other Loan Document.

         "Participant" has the meaning given that term in Section 10.5(d).
          -----------

         "Permitted Liens" means, as applied to any specified Person:
          ---------------

         (a)      Any Lien in favor of the Administrative Agent, the Issuing
Bank or the Banks given to secure the Obligations;

         (b)      (i) Liens on real estate for real estate taxes not yet
delinquent and (ii) Liens for taxes, assessments, judgments, governmental
charges or levies, or claims the amount or payment obligation of which is being
contested in good faith by appropriate proceedings and for which adequate
reserves have been set aside on such Person's books, but only so long as no
foreclosure, distraint, sale, or similar proceedings have been commenced with
respect thereto and which remain unstayed for a period of thirty (30) days after
their commencement;

         (c)      Liens of carriers, warehousemen, brokers, mechanics,
laborers, and materialmen incurred in the ordinary course of business for sums
not yet due or being contested in good faith, if a reserve or appropriate
provision, if any, as shall be required by GAAP shall have been made therefor;

         (d)      Liens incurred in the ordinary course of business in
connection with worker's compensation and unemployment insurance;

         (e)      Restrictions on the transfer of assets imposed by any
agreement, or by any federal, state or local statute, regulation or ordinance
applicable to such Person;

         (f)      Easements, rights-of-way, restrictions, and other similar
encumbrances on the use of real property which do not interfere with the
ordinary conduct of the business of such Person, or Liens incidental to the
conduct of the business of such Person or to the ownership of its properties
which were not incurred in connection with Indebtedness or other extensions of
credit and which do not in the aggregate materially detract from the value of
such properties or materially impair their use in the operation of the business
of such Person;

         (g)      Purchase money mortgages or security interests, conditional
sale arrangements and other similar security interests (together with any
renewal or other refinancing thereof), on any property or assets hereinafter
acquired by such Person (hereafter referred to individually as a "Purchase Money
Security Interest"); provided; however, that:
                     --------  -------

                  (i)      the transaction in which any Purchase Money Security
         Interest is proposed to be created is not otherwise prohibited by this
         Agreement;

                  (ii)     any Purchase Money Security Interest shall attach
         only to the property or asset acquired in such transaction and shall
         not extend to or cover any other assets or properties of such Person;

                  (iii)    the Indebtedness secured or covered by any Purchase
         Money Security Interest shall not exceed the cost of the property or
         asset acquired; and

                  (iv)     the aggregate amount of all recourse Indebtedness
         secured by purchase money security interests outstanding at any time,
         including amounts of recourse Indebtedness secured by Liens described
         in clause (k) and clause (l) below, shall not exceed $15,000,000 in the
         aggregate, excluding the amount thereof under subparagraph (h) below;

         (h)      Liens of record on the Agreement Date as set forth on
Schedule 2 attached hereto;
-----------

         (i)      Deposits to secure the performance of obligations with
respect to utilities, leases, surety and appeal bonds, and other obligations of
like nature incurred in the ordinary course of business;

         (j)      Banker's Liens arising by statute or under customary terms
regarding depository relationships on deposits held by financial institutions
with whom a banker-customer relationship has been established;

         (k)      Liens on any asset of any entity existing at the time such
entity is merged or consolidated with or into such Person and not created in
contemplation of such event;

         (l)      Liens existing on any asset prior to the acquisition thereof
by such Person and not created in contemplation of such acquisition;

         (m)      Liens securing any Indebtedness owed by any Consolidated
Entity or Unconsolidated Entity to the Borrower;

         (n)      Mortgages, deeds of trust, deeds to secure debt or similar
security instruments evidencing Liens securing Indebtedness in favor of Persons
(other than the Borrower, any Consolidated Entity or any Unconsolidated Entity);
and

         (o)      Liens approved in writing by the Required Banks.

         "Person" means any of the Combined Parties, any Unconsolidated Entity,
          ------
and any other individual, corporation, partnership, limited liability company,
trust, or unincorporated organization, or a government or any agency or
political subdivision thereof.

         "Plan" means an employee benefit plan within the meaning of Section
          ----
3(3) of ERISA maintained by or contributed to by the Borrower or any ERISA
Affiliate.

         "Property" means any real property or personal property, plant,
          --------
building, facility, structure, underground storage tank or unit, equipment,
inventory or other asset owned, or leased by the Borrower, its Consolidated
Entities or the Unconsolidated Entities (including, without limitation, any
surface water thereon or adjacent thereto and soil and groundwater thereunder),
including personal property or intangible property interests in legal entities
such as partnership interests in partnerships, membership interests in limited
liability companies and equity interests in corporations, whether or not
evidenced by shares, certificates or other evidence of ownership.

         "REIT" means a Real Estate Investment Trust (or REIT) as such term is
          ----
defined in the Code.

         "Reportable Event" shall have the meaning set forth in Section 4043(b)
          ----------------
of ERISA.

         "Request for Loan" means any certificate signed by an Authorized
          ----------------
Signatory of the Borrower requesting a Loan hereunder which will increase the
aggregate amount of the Loans outstanding, which certificate shall be
denominated a "Request for Loan," and shall be in substantially the form of
Exhibit C attached hereto. Each Request for Loan shall, among other things, (a)
---------
specify the date of the Loan, which shall be a Business Day, (b) specify the
amount of the Loan, (c) specify the number of Eurodollar Rate Loans being
requested and the Interest Period applicable to each, (d) state that there shall
not exist, on the date of the requested Loan and after giving effect thereto, a
Default or an Event of Default, (e) state that all conditions precedent to the
making of the Loan have been satisfied, and (f) certify that the then aggregate
outstanding principal amount under the Cash Management Line of Credit, the other
Loans and the Letter of Credit Obligations, together with the requested Loan,
does not exceed the Available Commitment.

         "Request for Issuance of Letter of Credit" means any certificate signed
          ----------------------------------------
by an Authorized Signatory of the Borrower requesting that the Issuing Bank
issue a Letter of Credit hereunder, which certificate shall be in substantially
the form of Exhibit D attached hereto, and shall, among other things, specify
(a) that the requested Letter of Credit is either a Commercial Letter of Credit
or a Standby Letter of Credit, (b) the stated amount of the Letter of Credit,
(c) the effective date for the issuance of the Letter of Credit (which shall be
a Business Day), (d) the date on which the Letter of Credit is to expire (which
shall be a Business Day), (e) the Person for whose benefit such Letter of Credit
is to be issued, and (f) other relevant terms of such Letter of Credit. Such
certificate shall also be accompanied by (i) a certification of an Authorized
Signatory that the then aggregate outstanding principal amount under the Cash
Management Line of Credit, the other Loans and the Letter of Credit Obligations,
together with the requested Loan, does not exceed the Available Commitment and
(ii) a completed letter of credit application in form and substance satisfactory
to the Issuing Bank and state that there shall not exist, on the date of
issuance of the requested Letter of Credit and after giving effect thereto, a
Default or an Event of Default.

         "Required Banks" means, as of any date, Banks having at least 66 -2/3%
          --------------
of the aggregate amount of the Commitments, or, if the Commitments have been
terminated or reduced to zero, Banks holding at least 66-2/3% of the principal
amount of the Loans and Letter of Credit Obligations.

         "Residential Lots" means any asset of the Borrower, any Consolidated
          ----------------
Entity or any Unconsolidated Entity which is classified by the Borrower or the
applicable Consolidated Entity or Unconsolidated Entity on its financial
statements as "residential lots under development".

         "Restricted Payment" means: (a) any dividend or other distribution,
          ------------------
direct or indirect, on account of any shares of any class of stock or other
equity interest of any Combined Party now or hereafter outstanding, except a
dividend payable solely in shares of that class of stock to the holders of that
class; (b) any redemption, conversion, exchange, retirement, sinking fund or
similar payment, purchase or other acquisition for value, direct or indirect, of
any shares of any class of stock or other equity interest of any Combined Party
now or hereafter outstanding; and (c) any payment made to retire, or to obtain
the surrender of, any outstanding warrants, options or other rights to acquire
shares of any class of stock of any Combined Party now or hereafter outstanding.

         "Schedule of Valued Assets" means the Schedule of Valued Assets
          -------------------------
prepared by the Borrower as of the Agreement Date and attached hereto as
Schedule 6 and made a part hereof setting forth the sum of the values calculated
----------
for all Valued Assets. The Schedule of Valued Assets may be revised from time to
time by the Borrower with the approval of the Banks acting in a commercially
reasonable manner, and shall be revised by the Borrower within 45 days after the
end of each calendar quarter to reflect changes in such Schedule, including
increases or decreases in the Consolidated Funds From Operations (before
interest expense) of the Borrower, which revision shall be subject to the
approval of the Banks acting in a commercially reasonable manner.

         "Secured Debt" means, with respect to a Person as of any given date,
          ------------
the sum of (a) the outstanding aggregate principal amount of all Indebtedness
for Money Borrowed of such Person at such date and that is secured by a Lien,
other than those certain Liens described in paragraphs (a), (b), (c), (d), (e),
(f) and (m) of the definition of "Permitted Liens" and (b) the outstanding
aggregate amount of all Letter of Credit Obligations at such date to the extent
the reimbursement obligation with respect thereto is secured by a Lien other
than those certain Liens described in paragraphs (a), (b), (c), (d), (e), (f)
and (m) of the definition of "Permitted Liens". In the case of the Borrower and
the Consolidated Entities (x) Secured Debt shall include (without duplication)
the Borrower's pro rata share of the Secured Debt of its Unconsolidated Entities
and (y) Secured Debt shall be adjusted to the extent necessary to reflect the
portion thereof attributable to minority owners of Consolidated Entities.

         "Secured Properties" means all Properties that are Encumbered.
          ------------------

         "Solvent" means, with respect to any Person on a particular date, that
          -------
on such date (i) the fair value of the property (tangible or intangible) of such
Person is greater than the total amount of liabilities, including, without
limitation, contingent liabilities, of such Person, (ii) the amount that will be
required to pay the probable liabilities of such Person on its debts as they
become absolute and matured will not be greater than the fair salable value of
the assets of such Person at such time, (iii) such Person is able to realize
upon its assets and pay its debts and other liabilities, contingent obligations
and other commitments as they mature in the normal course of business, and (iv)
such Person is not engaged in a business or a transaction, and is not about to
engage in a business or a transaction, for which such Person's property would
constitute unreasonably small capital after giving due consideration to
prevailing practices in the industry in which such Person is engaged. In
computing the amount of any contingent liability at any time, it is intended
that such liability will be computed at the amount which, in light of all the
facts and circumstances existing at such time, represents the amount that might
reasonably be expected to become an actual or matured liability.

         "Standby Letter of Credit" means a letter of credit issued to support
          ------------------------
obligations of the Borrower or its Affiliates and which is not a Commercial
Letter of Credit.

         "Stockholders' Investment" means as of any date, the aggregate amount
          ------------------------
of shareholder's equity (paid in capital, surplus and retained earnings less the
cost of any treasury stock and unearned compensation (to the extent shown in
connection with the issuance of stock under a stock option, purchase or award
plan)) calculated in accordance with GAAP.

         "Total Assets" means, as of any calculation date, exclusive of asset
          ------------
value attributable to Borrower's or its Affiliate's interest in Charlotte
Gateway Village, LLC (unless the asset value of Charlotte Gateway Village, LLC
is included pursuant to the provisions of the definition of Charlotte Gateway
Village, LLC), the Asset Value of the 650 Mass Ave. Note plus the sum of (a) the
Value of Income Producing Assets for all such assets of the Combined Parties,
(b) the Value of Assets under Development for all such assets of the Combined
Parties, (c) the Value of Land Held for Investment for all such assets of the
Combined Parties, and (d) the Value of Residential Lots for all such assets of
the Combined Parties, provided, however, that in calculating Total Assets, the
sum of items (b), (c), and (d) shall be reduced to the extent necessary (with
corresponding reduction in the sum of items (a), (b), (c), and (d)) to establish
that the sum of items (b), (c) and (d) shall not exceed twenty-five percent
(25%) of Total Assets.

         "Total Debt" means in the aggregate for the Combined Parties, exclusive
          ----------
of debt attributable to Borrower's or its Affiliate's interest in Charlotte
Gateway Village, LLC (unless the debt associated with Charlotte Gateway Village,
LLC is included pursuant to the provisions of the definition of Charlotte
Gateway Village, LLC), as of any date, without duplication (a) all outstanding
Indebtedness for Money Borrowed (other than the CSC Note); (b) all Capitalized
Lease Obligations, and (c) all obligations Guaranteed by such Persons; provided,
however, that in calculating the Total Debt of each Consolidated Entity and
Unconsolidated Entity, the amount of the items described in clauses (a), (b) and
(c) above of such Consolidated Entity and Unconsolidated Entity shall be
multiplied by the percentage of the Borrower's direct and indirect ownership
interest in such Consolidated Entity and Unconsolidated Entity.

         "Unconsolidated Entity" means any Person (a) with respect to which the
          ---------------------
Borrower owns directly or indirectly eleven percent (11%) or more of the voting
securities or voting equity or partnership interests, and (b) which is not
consolidated with the Borrower on the financial statements of the Borrower, and
shall, as of the Agreement Date, include those Persons set forth on Schedule 3
attached hereto.

         "Underlying CSC Note" means that certain promissory note executed by
          -------------------
the Borrower in favor of CSC in the original principal amount of $80,000,000 and
any and all derivative or replacement notes related thereto or the refinancing
of the principal balance thereof up to an aggregate principal amount not in
excess of $150,000,000.

         "Unsecured Debt" means, with respect to a Person as of any given date,
          --------------
the aggregate principal amount of all Indebtedness for Money Borrowed of such
Person outstanding at such date that is not Secured Debt.

         "Unsecured Properties" means all Properties that are not Encumbered.
          --------------------

         "Value of Assets Under Development" means, on any calculation date, for
          ---------------------------------
any Assets under Development, the product of (a) the cost of such assets
reported to the date of calculation in accordance with GAAP (or such other
figure designated by the Banks acting in a commercially reasonable manner on an
asset by asset basis), times (b)(i) if such asset is owned by the Borrower or
                       -----
any Consolidated Entity, 100% (adjusted, in the case of such an asset owned by a
Consolidated Entity, appropriately to reflect the relative direct and indirect
economic interest (calculated as a percentage) of the Borrower in such
Consolidated Entity determined in accordance with the applicable provisions of
the organizational documents of such Consolidated Entity), and (ii) if such
asset is owned by an Unconsolidated Entity, the percentage of the Borrower's
direct or indirect ownership in the Unconsolidated Entity owning such asset.

         "Value of Income Producing Assets" means, as of any date, for all
          --------------------------------
Income Producing Assets, the product of (a) (i) the Adjusted EBITDA for the most
recent fiscal quarter multiplied by four (4) for such Income Producing Assets,
divided by (ii) .09 in the case of office Properties and by .095 in the case of
-------
all other Properties (or such other figure as designated by the Syndication
Agent and Administrative Agent acting in a commercially reasonable manner on an
asset by asset basis) , times (b)(i) if such asset is owned by the Borrower or
                        -----
any Consolidated Entity, 100% (adjusted, in the case of such an asset owned by a
Consolidated Entity, appropriately to reflect the relative direct and indirect
economic interest (calculated as a percentage) of the Borrower in such
Consolidated Entity determined in accordance with the applicable provisions of
the organizational documents of such Consolidated Entity), and (ii) if such
asset is owned by an Unconsolidated Entity, the percentage of the Borrower's
direct or indirect ownership in the Unconsolidated Entity owning such asset;
provided, however, that the Daniel Note shall be valued for purposes of
--------  -------
computing Availability Restriction at the lesser of (x) its principal balance
outstanding from time to time or (y) the value derived pursuant to the foregoing
formula for so long as no default exists thereunder, and after the occurrence
and during the continuance of a default thereunder, the Daniel Note shall be
ascribed no value, and for purposes of calculating Total Assets, the Daniel Note
shall be valued at its book value determined in accordance with GAAP.

         Notwithstanding the foregoing, if an Income Producing Asset (a) has
been an "operating asset" in accordance with GAAP for less than four fiscal
quarters and (b) has less than eighty percent (80%) of its rentable square
footage leased to tenants in occupancy and/or to parties not yet in occupancy
but which have signed leases under which the only condition to occupancy is
completion of the applicable space, then the value of such Income Producing
Asset shall be equal to the greater of (x) the value of such Income Producing
Asset as calculated in accordance with the definition of Value of Income
Producing Assets or (y) the value of such Income Producing Asset as calculated
in accordance with the definition of Value of Assets Under Development as if it
were an Asset Under Development.

         "Value of Land Held for Investment" means, on any calculation date, for
          ---------------------------------
all Land Held for Investment, the product of (a) the amount at which such asset
is carried on the most recent financial statements of the Borrower, Consolidated
Entity, or Unconsolidated Entity, as the case may be, provided to the Banks (or
such other figure designated by the Administrative Agent and the Syndication
Agent acting in a commercially reasonable manner on an asset by asset basis),
times (b)(i) if such asset is owned by the Borrower or any Consolidated Entity,
-----
100% (adjusted, in the case of such an asset owned by a Consolidated Entity,
appropriately to reflect the relative direct and indirect economic interest
(calculated as a percentage) of the Borrower in such Consolidated Entity
determined in accordance with the applicable provisions of the organizational
documents of such Consolidated Entity) and (ii) if such asset is owned by an
Unconsolidated Entity, the percentage of the Borrower's direct or indirect
ownership in the Unconsolidated Entity owning such asset; provided, however,
                                                          --------  -------
that (i) Land Held for Investment (x) owned by Wildwood Associates and (y) any
land purchased after the Agreement Date not being immediately developed shall be
valued at twenty-five percent (25%) of the foregoing amount and (ii) the parcels
of Land Held for Investment identified on Schedule 7 attached hereto shall, so
long as such assets are classified as "land held for investment or future
development" on the applicable financial statements of the Combined Parties
owning such assets, be valued at the aggregate value set forth on such Schedule
(which aggregate value shall, upon the sale or other disposition of any such
parcel, be reduced pro rata based on the respective acreages of such parcels).

         "Value of Residential Lots" means, on any calculation date, for any
          -------------------------
Residential Lot, the product of (a) 50% of the amount at which such asset is
carried on the most recent financial statements of the Borrower, Consolidated
Entity, or Unconsolidated Entity, as the case may be, provided to the Banks (or
such other figure designated by the Administrative Agent and the Syndication
Agent acting in a commercially reasonable manner on an asset by asset basis),
times (b)(i) if such asset is owned by the Borrower or any Consolidated Entity,
100% (adjusted, in the case of such an asset owned by a Consolidated Entity,
appropriately to reflect the relative direct and indirect economic interest
(calculated as a percentage) of the Borrower in such Consolidated Entity
determined in accordance with the applicable provisions of the organizational
documents of such Consolidated Entity), and (ii) if such asset is owned by an
Unconsolidated Entity, the percentage of the Borrower's direct or indirect
ownership in the Unconsolidated Entity owning such asset.

         "Valued Asset" means any (a) Income Producing Asset, (b) Land Held for
          ------------
Investment, (c) Assets under Development, or (d) Residential Lot; and "Valued
                                                                       ------
Assets" means all of the foregoing.
------

         "650 Mass Ave. Note" means collectively that certain promissory note
          ------------------
dated December 31, 1993 in the original principal amount of $32,000,000 issued
by Washington Television Center Limited Partnership and payable to Borrower, and
that certain note dated December 31, 1993 in the original principal amount of
$5,000,000 issued by Washington Television Center Limited Partnership and
payable to Borrower.

         Section 1.2       Other Interpretive Provisions.

         With reference to this Agreement and each other Loan Document, unless
otherwise specified herein or in such other Loan Document:

         (a)      The meanings of defined terms are equally applicable to the
singular and plural forms of the defined terms.

         (b)      (i)     The words "herein" and "hereunder" and words of
                                     ------       ---------
similar import when used in any Loan Document shall refer to such Loan Document
as a whole and not to any particular provision thereof.

                  (ii)     Article, Section, Exhibit and Schedule references are
 to the Loan Document in which  such reference appears.

                  (iii)    The term "including" is by way of example and not
                                     ---------
limitation.

                  (iv)     The term "documents" includes any and all
                                     ---------
instruments, documents, agreements, certificates, notices, reports,  financial
statements and other writings, however evidenced, whether in  physical or
electronic form.

         (c)      In the computation of periods of time from a specified date
to a later specified date, the word "from" means "from and including;" the words
                                     ----         ------------------
"to" and "until" each mean "to but excluding;" and the word "through" means "to
 --       -----             ----------------                 -------         --
and including."
-------------

         (d)      Section headings herein and in the other Loan Documents are
included for convenience of reference only and shall not affect the
interpretation of this Agreement or any other Loan Document.

         Section 1.3       Accounting Terms.
                           ----------------

         (a)      All accounting terms not specifically or completely defined
herein shall be construed in conformity with, and all financial data required to
be submitted pursuant to this Agreement shall be prepared in conformity with,
GAAP applied on a consistent basis, as in effect from time to time, applied in a
manner consistent with that used in preparing the audited financial statements,
except as otherwise specifically prescribed herein.
------

         (b)      If at any time any change in GAAP would affect the
computation of any financial ratio or requirement set forth in any Loan
Document, and either the Borrower or the Required Banks shall so request, the
Administrative Agent, the Banks and the Borrower shall negotiate in good faith
to amend such ratio or requirement to preserve the original intent thereof in
light of such change in GAAP (subject to the approval of the Required Banks);
provided that, until so amended, (i) such ratio or requirement shall continue to
be computed in accordance with GAAP prior to such change therein and (ii) the
Borrower shall provide to the Administrative Agent and the Banks financial
statements and other documents required under this Agreement or as reasonably
requested hereunder setting forth a reconciliation between calculations of such
ratio or requirement made before and after giving effect to such change in GAAP.

         Section 1.4       Rounding. Any financial ratios required to be
                           --------
maintained by the Borrower pursuant to this Agreement shall be calculated by
dividing the appropriate component by the other component, carrying the result
to one place more than the number of places by which such ratio is expressed
herein and rounding the result up or down to the nearest number (with a
rounding-up if there is no nearest number).

         Section 1.5       References to Agreements and Laws. Unless otherwise
                           ---------------------------------
expressly provided herein, (a) references to agreements (including the Loan
Documents) and other contractual instruments shall be deemed to include all
subsequent amendments, restatements, extensions, supplements and other
modifications thereto, but only to the extent that such amendments,
restatements, extensions, supplements and other modifications are not prohibited
by any Loan Document; and (b) references to any Applicable Law shall include all
statutory and regulatory provisions consolidating, amending, replacing,
supplementing or interpreting such Law.
         Section 1.6       References to Times.  Unless otherwise indicated, all
                           -------------------
references to time are references to Charlotte, North Carolina time.

                    ARTICLE 2 - Loans and Letters of Credit.
                                ----------------------------

         Section 2.1       Extension of Credit. Subject to the terms and
                           -------------------
conditions of, and in reliance upon the representations and warranties made in,
this Agreement and the other Loan Documents, during the period from the
Effective Date to but excluding the Maturity Date, each Bank agrees, severally
and not jointly, to extend credit to the Borrower in an aggregate principal
amount not to exceed such Bank's Commitment; provided, however, that in no event
shall the aggregate principal amount of all outstanding Loans, together with the
aggregate amount of all Letter of Credit Obligations, exceed the aggregate
amount of the Commitments as in effect from time to time. Subject to the terms
and conditions of this Agreement, during the period from the Effective Date to
but excluding the Maturity Date, the Borrower may borrow, repay and reborrow
Loans hereunder.

         Section 2.2       Manner of Borrowing and Disbursement.
                           ------------------------------------

         (a)   Loans. To request Loans, the Borrower shall give the
               -----
Administrative Agent irrevocable written notice pursuant to a Request for Loan,
or notice by telephone (with written confirmation) or telecopy followed
immediately by a Request for Loan (provided, that the failure by the Borrower to
confirm any notice by telephone or telecopy with a Request for Loan shall not
invalidate any notice so given) not later than 11:00 a.m. (a) in the case of
Eurodollar Rate Loans, on the date three Business Days prior to the proposed
date of borrowing and (b) in the case of Base Rate Loans or Federal Funds Loans,
on the date one Business Day prior to the proposed date of such borrowing. Each
Request for Loan shall specify the proposed principal amount, proposed or
requested funding date for the Loan and, in the case of Eurodollar Rate Loans
the Interest Period(s) being requested. Failure of Borrower to designate an
Interest Period or Interest Periods for the requested Loans in a Request for
Loan shall constitute Borrower's instruction that the requested Loans be
Eurodollar Rate Loans with a one (1) month Interest Period. All Eurodollar Rate
Loans shall be subject to the limitations and provisions applicable to Interest
Periods set forth in the definition of Interest Period in Article 1 hereof. Any
other provisions of this Agreement to the contrary notwithstanding (i)
Eurodollar Rate Loans shall be available in a minimum amount of $1,000,000 and
above such amount shall be available only in whole number multiples of $100,000,
(ii) Base Rate Loans and Federal Funds Loans shall be available in a minimum
amount of $500,000 and above such amount shall be available only in whole number
multiples of $100,000, and (iii) there shall be no more than eight (8) Interest
Periods outstanding at any one time. A Request for Loan once submitted shall be
irrevocable. The Borrower acknowledges and agrees that the Administrative Agent
may from time to time with notice to the Borrower impose reasonable restrictions
on the monthly volume of Loans permitted hereunder.

         (b)   Notification of Banks. Upon receipt of a Request for Loan or
               ---------------------
notice by telephone (with written confirmation) or telecopy, the Administrative
Agent shall promptly notify each Bank by telephone (with written confirmation)
or telecopy of the contents thereof and the amount of such Bank's portion of the
applicable Loans. Each Bank shall, not later than 12:00 noon on the date
specified for borrowing in such notice, make available to the Administrative
Agent at the Administrative Agent's Office, or at such account as the
Administrative Agent shall designate, the amount of its portion of the
applicable Loans in immediately available funds.

         (c)   Disbursement. No later than 2:00 p.m. on the date of the
               ------------
making of Loans hereunder, the Administrative Agent shall, subject to the
satisfaction of the conditions set forth in this Section 2.2 and in Article 3
hereof, disburse the amounts made available to the Administrative Agent by the
Banks in immediately available funds by crediting the amounts so made available
to account No. 0109821075 of the Borrower maintained with the Administrative
Agent (or such other account maintained with the Administrative Agent as the
Borrower and the Administrative Agent may agree from time to time). The failure
of any Bank to fund its portion of any Loan shall not relieve any other Bank of
its obligation, if any, hereunder to fund its respective portion of the Loan on
the date of such borrowing, but no Bank shall be responsible for any such
failure of any other Bank. In the event that, at any time when the Borrower is
not in Default, a Bank for any reason fails or refuses to fund its portion of a
Loan, then, until such time as such Bank has funded its portion of such Loan, or
all other Banks have received payment in full (whether by repayment or
prepayment) of the principal and interest due in respect of such Loan, such
non-funding Bank shall (i) have no right to vote regarding any issue on which
voting is required or advisable under this Agreement or any other Loan Document,
and (ii) not be entitled to receive payments of principal, interest or fees from
the Borrower in respect of such Loans which such Bank failed to make.

         (d)   Continuations/Conversions of Loans. So long as no Event of
               ----------------------------------
Default shall have occurred and be continuing, the Borrower may on any Business
Day by notice to the Administrative Agent, (i) with respect to any Eurodollar
Rate Loan, elect to maintain such Eurodollar Rate Loan or any portion thereof as
a Eurodollar Rate Loan by selecting a new Interest Period for such Eurodollar
Rate Loan or (ii) convert all or a portion of a Eurodollar Rate Loan into a Base
Rate Loan or Federal Funds Loan, convert a Base Rate Loan into a Eurodollar Rate
Loan or Federal Funds Loan or convert a Federal Funds Loan into a Eurodollar
Rate Loan or Base Rate Loan. Each such notice of the continuation or conversion
of a Loan shall be given to the Administrative Agent, either in the form of a
Notice of Continuation/Conversion substantially in the form of Exhibit H, or by
telephone promptly confirmed by a written Notice of Continuation/Conversion, not
later than 11:00 a.m. on (x) the third Business Day prior to the date of the
proposed continuation of any Eurodollar Rate Loan or conversion of any Base Rate
Loan or Federal Funds Loan into a Eurodollar Rate Loan and (y) on the Business
Day prior to the proposed conversion of a Eurodollar Rate Loan into a Base Rate
Loan or conversions between Base Rate Loans and Federal Funds Loans. Any such
Notice of Continuation/Conversion shall specify (a) the proposed date of such
continuation or conversion, (b) the Loans and portions thereof subject to such
continuation or conversion, and (c) in the case of a continuation of or a
conversion to Eurodollar Rate Loans, the duration of the selected Interest
Period, all of which shall be specified in such manner as is necessary to comply
with all limitations on Loans outstanding hereunder. Promptly after receipt of a
Notice of Continuation/Conversion, the Administrative Agent shall notify each
Bank by telecopy or other similar form of communication of the proposed
continuation or conversion. Each new Interest Period selected for a Eurodollar
Rate Loan being continued under this Section shall commence on the last day of
the immediately preceding Interest Period for such Eurodollar Rate Loan. Any
conversion of a Eurodollar Rate Loan into a Base Rate Loan shall be made on, and
only on, the last day of an Interest Period for such Eurodollar Rate Loan. Each
Notice of Continuation/Conversion shall be irrevocable by and binding on the
Borrower once given. If the Borrower shall fail to select in a timely manner a
new Interest Period for any Eurodollar Rate Loan in accordance with this
Section, such Loan will automatically, on the last day of the current Interest
Period therefor, convert into a Eurodollar Rate Loan with a one (1) month
Interest Period notwithstanding failure of the Borrower to comply with the
provisions of this subsection.

         (e)   Funding Assumptions. Unless the Borrower or any Bank has
               -------------------
notified the Administrative Agent prior to the date any payment is required to
be made by it to the Administrative Agent hereunder, that the Borrower or such
Bank, as the case may be, will not make such payment, the Administrative Agent
may assume that the Borrower or such Bank, as the case may be, has timely made
such payment and may (but shall not be so required to), in reliance thereon,
make available a corresponding amount to the Person entitled thereto. If and to
the extent that such payment was not in fact made to the Administrative Agent in
immediately available funds, then:

                  (i)    if the Borrower failed to make such payment, each
         Bank shall forthwith on demand repay to the Administrative Agent the
         portion of such assumed payment that was made available to such Bank in
         immediately available funds, together with interest thereon in respect
         of each day from and including the date such amount was made available
         by the Administrative Agent to such Bank to the date such amount is
         repaid to the Administrative Agent in immediately available funds, at
         the Federal Funds Rate from time to time in effect; and

                  (ii)   if any Bank failed to make such payment, such Bank
         shall forthwith on demand pay to the Administrative Agent the amount
         thereof in immediately available funds, together with interest thereon
         for the period from the date such amount was made available by the
         Administrative Agent to the Borrower to the date such amount is
         recovered by the Administrative Agent (the "Compensation Period") at a
         rate per annum equal to the Federal Funds Rate from time to time in
         effect. If such Bank pays such amount to the Administrative Agent, then
         such amount shall constitute such Bank's Loan included in the
         applicable borrowing of Loans. If such Bank does not pay such amount
         forthwith upon the Administrative Agent's demand therefor, the
         Administrative Agent may make a demand therefor upon the Borrower, and
         the Borrower shall pay such amount to the Administrative Agent,
         together with interest thereon for the Compensation Period at a rate
         per annum equal to the rate of interest applicable to the applicable
         borrowing of Loans. Nothing herein shall be deemed to relieve any Bank
         from its obligation to fulfill its Commitment or to prejudice any
         rights which the Administrative Agent or the Borrower may have against
         any Bank as a result of any default by such Bank hereunder.

         A notice of the Administrative Agent to any Bank with respect to any
amount owing under this subsection (e) shall be conclusive, absent manifest
error.

         Section 2.3       Interest.
                           --------

         (a)    Generally. The Borrower promises to pay to the
                ---------
Administrative Agent for the account of each Bank interest on the unpaid
principal amount of each Loan made by such Bank at the following per annum
rates:

                  (i)    during such periods as such Loan is a Base Rate
         Loan, at the Base Rate (as in effect from time to time) plus the
         Applicable Margin;

                  (ii)   during such periods as such Loan is a Eurodollar
         Rate Loan, at the Eurodollar Rate for such Loan for the Interest Period
         therefor plus the Applicable Margin; and

                  (iii)  during such periods as such Loan is a Federal Funds
         Loan, at the Federal Funds Rate (as in effect from time to time) plus
         the Applicable Margin.

Interest shall be computed on the basis of a hypothetical year of 360 days for
the actual number of days elapsed. Interest shall be computed on the principal
balance outstanding from time to time under the Notes for the number of days
such principal amounts are outstanding during the applicable period excluding
the last day. Interest accrued on Base Rate Loans, Federal Funds Loans and Loans
made under the Cash Management Line of Credit shall be due and payable monthly
in arrears on the fifth (5th) day of each calendar month for the prior month.
Interest accrued on Eurodollar Rate Loans shall be due and payable on the last
day of each Interest Period therefor and, if such Interest Period is longer than
three months, at three-month intervals following the first day of such Interest
Period. All accrued unpaid interest shall be due and payable on the Maturity
Date.

         (b)    Upon Default. Upon the occurrence and during the continuance
                ------------
of an Event of Default, the Required Banks shall have the option (but shall not
be required) to give prior notice thereof to the Borrower, to accelerate the
maturity of the Loans, or to exercise any other rights or remedies hereunder in
connection with the exercise of this right and to charge interest on the
outstanding principal balance of the Loans at the Default Rate from the date of
such Event of Default. Such interest shall be payable on the earlier of demand
or the Maturity Date and shall accrue until the earlier of (i) waiver or cure
(to the satisfaction of the Required Banks) of the applicable Event of Default,
(ii) agreement by the Required Banks to rescind the charging of interest at the
Default Rate, or (iii) payment in full of the Obligations.

         Section 2.4       Fees and Commissions.
                           --------------------

         (a)      Commitment Fee.  The Borrower agrees to pay to the
                  --------------
Administrative Agent for the benefit of each Bank a commitment fee pursuant to
separate fee letters.


         (b)       Unused Fee. The Borrower agrees to pay to the Administrative
                   ----------
Agent for the benefit of the Banks, in accordance with their respective
Commitment Ratios, an unused fee computed daily for each calendar quarter, on
the difference between (i) the Commitment and (ii) the actual daily amount of
the outstanding Loans to, and the Letter of Credit Obligations of, the Borrower
and outstandings of the Borrower under the Cash Management Line of Credit, for
each day during the applicable period, at the per annum rate determined by
reference to the following table:


Average daily ratio of item (ii) above to     Applicable factor applied to the
item (i) above for the applicable period      difference between (i) and (ii)
----------------------------------------      --------------------------------

              = 50%                                        0.15%
              < 50%                                        0.20%

Such unused fee shall be computed on the basis of a hypothetical year of 360
days for the actual number of days elapsed (including the first day but
excluding the last day), shall be payable quarterly in arrears on the first day
of each calendar quarter for the immediately preceding quarter, commencing on
October 1, 2001 (for the period from the Agreement Date through September 30,
2001), and continuing on the first day of each successive calendar quarter, and
shall be fully earned when due and non-refundable when paid.

         (c)      Letter of Credit Commission and Issuance Fee. The Borrower
                  --------------------------------------------
shall pay to the Administrative Agent for the benefit of the Banks, in
accordance with their respective Commitment Ratios, a commission on the stated
amount of any outstanding Letters of Credit from the date of issuance through
the expiration date of each such Letter of Credit at a rate per annum equal to
the Applicable Margin for Eurodollar Rate Loans as in effect from time to time.
Such fee shall be computed on the basis of a hypothetical year of 360 days for
the actual number of days elapsed (including the first day but excluding the
last day), shall be payable quarterly in arrears (computed from the date of
issuance of such Letter of Credit) on the first day of each calendar quarter
commencing on October 1, 2001, and continuing on the first day of each
successive calendar quarter, and shall be fully earned when due and
non-refundable when paid. The Borrower shall pay a fronting fee to the Issuing
Bank for the Issuing Bank's own account on the date of issuance of each Letter
of Credit as specified in the letter agreement dated July 3, 2001, among the
Borrower, the Arrangers and the Administrative Agent as well as all commissions,
charges, costs and expenses in the amounts customarily charged by the Issuing
Bank from time to time in like circumstances with respect to the issuance of
each Letter of Credit, and any drawings, amendments and other transactions
relating thereto.

         (d)      Arrangement and Agency Fees. The Borrower shall pay an
                  ---------------------------
arrangement fee to each Arranger for such Arranger's own account, and shall pay
an agency fee to the Administrative Agent for the Administrative Agent's own
account, in the amounts and at the times specified in the letter agreement dated
July 3, 2001, among the Borrower, the Arrangers and the Administrative Agent.
Such fees shall be fully earned when paid and shall be nonrefundable for any
reason whatsoever.

         (e)     Optional Termination or Reduction of Available Commitment.
                 ---------------------------------------------------------
The Borrower may, upon not less than three (3) Business Days' prior notice to
the Administrative Agent, reduce the Available Commitment from time to time by
an aggregate amount of at least $5,000,000 or any larger integral multiple of
$1,000,000, and any such reduction in the Available Commitment shall
automatically effect a corresponding permanent reduction in the amount of each
Bank's Commitment as provided in Section 2.15, such reduction to reduce on a pro
rata basis the availability under the Cash Management Line of Credit and the
Available Letter of Credit Commitment. If the Commitments are so reduced, the
unused fee shall thereafter be calculated on the basis of the Commitments as so
reduced. Any such election by Borrower shall be irrevocable, shall result in a
permanent reduction in the Commitments (and the Available Commitment), and may
not be exercised more than two (2) times in any twelve month period. In the
event the Commitments (and the Available Commitment) shall be so reduced to zero
this Agreement shall terminate.

         Section 2.5       Repayment.
                           ---------

         (a)   Loans Exceeding Commitment. If, at any time, the sum of (i)
               --------------------------
the amount of the Loans then outstanding and (ii) the Letter of Credit
Obligations then outstanding, shall exceed the Available Commitment, the
Borrower shall make a repayment of the principal amount of the Loans in an
amount equal to such excess.

         (b)   Issuance of Securities. If, at any time, after the
               ----------------------
occurrence and during the continuation of an Event of Default, the Borrower
shall issue additional equity or similar securities, the Borrower shall make a
repayment of the principal amount of the Loans in an amount equal to the net
cash proceeds received by the Borrower in connection therewith. Repayments under
this Section 2.5(b) shall permanently reduce the Commitment by a corresponding
amount.

         (c)      Maturity.  In addition to the foregoing, a final payment of
                  --------
all Obligations then outstanding shall be due and payable on the Maturity Date.

         Section 2.6       Notes, Loan Accounts.
                           --------------------

         (a)     The Loans shall be repayable in accordance with the terms
and provisions set forth herein, and shall be evidenced by the Notes. The Notes
shall be issued by the Borrower to each of the Banks and shall be duly executed
and delivered by Authorized Signatories.

         (b)     Each Bank may open and maintain on its books in the name of
the Borrower a loan account with respect to the Loans and interest thereon and a
letter of credit account with respect to its obligations pursuant to Letters of
Credit. Each Bank which opens such accounts shall debit the applicable loan
account for the principal amount of each Loan made by it and accrued interest
thereon, and shall credit such loan account for each payment on account of
principal of or interest on the Loans. The records of each Bank with respect to
the accounts maintained by it shall be prima facie evidence of the Loans and
Letter of Credit Obligations and accrued interest thereon, but the failure to
maintain such records shall not impair the obligation of the Borrower to repay
Indebtedness hereunder.

         Section 2.7       Manner of Payment.
                           -----------------

         (a)    Each payment (including any prepayment) by the Borrower on
account of the principal of or interest on its Loans, fees, and any other amount
owed to the Banks or the Administrative Agent under this Agreement, the Notes,
or the other Loan Documents shall be made not later than 1:00 p.m. on the date
specified for payment under this Agreement or such other Loan Document to the
Administrative Agent to an account designated by the Administrative Agent, for
the account of the Banks or the Administrative Agent, as the case may be, in
lawful money of the United States of America in immediately available funds. Any
payment received by the Administrative Agent after 12:00 noon shall be deemed
received on the next Business Day for purposes of interest accrual. In the case
of a payment for the account of a Bank, the Administrative Agent will promptly
thereafter distribute the amount so received in like funds to such Bank. The
Administrative Agent will distribute such amounts for the account of a Bank
entitled thereto on the same Business Day as received by Administrative Agent if
Administrative Agent receives such payment prior to 1:00 p.m. and on the next
Business Day if Administrative Agent receives such payment after 1:00 p.m. If
the Administrative Agent fails to pay any such amount to a Bank as provided in
the previous sentence, the Administrative Agent shall pay interest on such
amount until paid at a rate per annum equal to the Federal Funds Rate from time
to time in effect. If the Administrative Agent shall not have received any
payment from the Borrower as and when due, the Administrative Agent will
promptly notify the Banks accordingly and the Administrative Agent shall not be
obligated to make any distributions under this Section 2.7.

         (b)    If any payment under this Agreement or any of the Notes
shall be specified to be made upon a day which is not a Business Day, it shall
be made on the next succeeding day which is a Business Day, and such extension
of time shall in such case be included in computing interest and fees, if any,
in connection with such payment.

         (c)    The Borrower agrees to pay principal, interest, fees, and
all other amounts due hereunder or under the Notes and Letter of Credit
Obligations without condition or deduction for any counterclaim, defense,
recoupment or setoff.

         Section 2.8    Application of Payments. Payments made to the
                        -----------------------
Administrative Agent or the Banks, or any of them, or otherwise received by the
Administrative Agent or the Banks, or any of them (from realization on
collateral for the Obligations or otherwise), shall be distributed (subject to
Section 2.2(c) hereof) as follows: First, to the costs and expenses, if any,
                                   -----
incurred by the Administrative Agent or the Banks, or any of them, to the extent
permitted by Section 10.2 hereof in the collection of such amounts under this
Agreement or any of the other Loan Documents, including, without limitation, any
reasonable costs incurred in connection with the sale or disposition of any
collateral for the Obligations; Second, to the Administrative Agent based on the
                                ------
fees then due and payable under Section 2.4(d) hereof; Third, pro rata among the
                                                       -----
Administrative Agent, the Issuing Bank and the Banks based on the total amount
of fees then due and payable hereunder or under any other Loan Document and to
any other fees and commissions then due and payable by the Borrower to the
Banks, the Issuing Bank and the Administrative Agent under this Agreement or any
Loan Document; Fourth, to any unpaid interest of the Borrower which may have
               ------
accrued on the Loans, pro rata among the Banks based on the outstanding
principal amount of the Loans of the Borrower outstanding immediately prior to
such payment; Fifth, pro rata among the Banks based on the outstanding principal
              -----
amount of the Loans of the Borrower outstanding immediately prior to such
payment, to any unpaid principal of the Loans of the Borrower; Sixth, to any
                                                               -----
other Obligations not otherwise referred to in this Section 2.8 until all such
Obligations are paid in full; Seventh, to damages incurred by the Administrative
Agent, the Issuing Bank or the Banks, or any of them, by reason of any breach
hereof or of any other Loan Documents; and Eighth, upon satisfaction in full of
all Obligations, to the Borrower or as otherwise required by law. If, other than
as expressly provided elsewhere herein, any Bank shall obtain on account of the
Loans made by it, or the participations in Letter of Credit Obligations or in
advances make under the Cash Management Line of Credit held by it, any payment
(whether voluntary, involuntary, through the exercise of any right of set-off,
or otherwise) in excess of its ratable share (or other share contemplated
hereunder) thereof, such Bank shall promptly (a) notify the Administrative Agent
of such fact, and (b) purchase from the other Banks such participations in the
Loans made by them and/or such subparticipations in the participations in Letter
of Credit Obligations or in advances make under the Cash Management Line of
Credit held by them, as the case may be, as shall be necessary to cause such
purchasing Bank to share the excess payment in respect of such Loans or such
participations, as the case may be, pro rata with each of them; provided,
                                                                --------
however, that if all or any portion of such excess payment is thereafter
-------
recovered from the purchasing Bank, such purchase shall to that extent be
rescinded and each other Bank shall repay to the purchasing Bank the purchase
price paid therefor, together with an amount equal to such paying Bank's ratable
share (according to the proportion of (i) the amount of such paying Bank's
required repayment to (ii) the total amount so recovered from the purchasing
Bank) of any interest or other amount paid or payable by the purchasing Bank in
respect of the total amount so recovered. The Borrower agrees that any Bank so
purchasing a participation from another Bank may, to the fullest extent
permitted by law, exercise all its rights of payment (including the right of
set-off) with respect to such participation as fully as if such Bank were the
direct creditor of the Borrower in the amount of such participation. The
Administrative Agent will keep records (which shall be conclusive and binding in
the absence of manifest error) of participations purchased under this Section
and will in each case notify the Banks following any such purchases or
repayments. Each Bank that purchases a participation pursuant to this Section
shall from and after such purchase have the right to give all notices, requests,
demands, directions and other communications under this Agreement with respect
to the portion of the Obligations purchased to the same extent as though the
purchasing Bank were the original owner of the Obligations purchased.

         Section 2.9       Letters of Credit.
                           -----------------

         (a)    Subject to the terms and conditions hereof, during the
period from the Effective Date through but excluding the Maturity Date, the
Issuing Bank, on behalf of the Banks, and in reliance on the agreements of the
Banks set forth in subsection (d) below, hereby agrees to issue one or more
Letters of Credit up to an aggregate face amount not in excess of the Available
Letter of Credit Commitment; provided, however, that the Issuing Bank shall (i)
                             --------  -------
not issue any Letter of Credit unless the conditions precedent to the issuance
thereof set forth in Section 3.3 hereof have been satisfied, (ii) not issue any
Letter of Credit if an Event of Default exists under Section 8.1(b), (g) or (h),
and (iii) have no obligation to issue any Letter of Credit if any Default then
exists or would be caused thereby or if, after giving effect to such issuance,
the Available Commitment would be less than zero; and provided further, however,
                                                      -------- -------
that at no time shall the total Letter of Credit Obligations outstanding
hereunder exceed the Available Letter of Credit Commitment. Each Letter of
Credit shall (1) be denominated in U.S. dollars, and (2) expire no later than
365 days after its date of issuance (but may contain provisions for automatic
renewal provided that no Default or Event of Default exists on the renewal date
or would be caused by such renewal). Notwithstanding anything contained in this
Agreement to the contrary, the Issuing Bank shall be under no obligation to
issue any Letter of Credit if: any order, judgment or decree of any Governmental
Authority or arbitrator shall by its terms purport to enjoin or restrain the
Issuing Bank from issuing such Letter of Credit, or any Applicable Law or any
request or directive (whether or not having the force of law) from any
Governmental Authority with jurisdiction over the Issuing Bank shall prohibit,
or request that the Issuing Bank refrain from, the issuance of letters of credit
generally or such Letter of Credit in particular or shall impose upon the
Issuing Bank with respect to such Letter of Credit any restriction, reserve or
capital requirement (for which the Issuing Bank is not otherwise compensated
hereunder) not in effect on the Agreement Date, or shall impose upon the Issuing
Bank any unreimbursed loss, cost or expense which was not applicable on the
Agreement Date and which the Issuing Bank in good faith deems material to it. If
a Letter of Credit provides that it is automatically renewable unless notice is
given by the Issuing Bank that it will not be renewed, the Issuing Bank shall
not be bound to give a notice of non-renewal unless directed to do so by the
Required Banks at least thirty (30) days prior to the date on which such notice
of non-renewal is required to be delivered to the beneficiary of the applicable
Letter of Credit pursuant to the terms thereof. The Borrower hereby agrees that
upon the Maturity Date (whether by reason of acceleration or otherwise) at the
request of the Administrative Agent the Borrower shall deposit in an interest
bearing account with the Administrative Agent, as cash collateral for the
Obligations, an amount equal to the maximum amount currently or at any time
thereafter to be drawn on all outstanding Letters of Credit, and the Borrower
hereby grants to the Administrative Agent (for itself and on behalf of the Banks
and the Issuing Bank) a security interest in such account and all amounts on
deposit therein. Upon receipt of the cash collateral referred to in the
preceding sentence, the obligations of the Banks under this Section 2.9 shall
cease. The terms hereof shall govern the reimbursement obligation of the
Borrower.

         (b)    The Borrower may from time to time request that the Issuing
Bank issue a Letter of Credit. The Borrower shall execute and deliver to the
Administrative Agent and the Issuing Bank a Request for Issuance of Letter of
Credit for each Letter of Credit to be issued by the Issuing Bank, not later
than 12:00 noon on the fifth (5th) Business Day preceding the date on which the
requested Letter of Credit is to be issued, or such shorter notice as may be
acceptable to the Issuing Bank and the Administrative Agent. Upon receipt of any
such Request for Issuance of Letter of Credit, subject to satisfaction of all
conditions precedent thereto as set forth in Article 3 hereof, the Issuing Bank
shall process such Request for Issuance of Letter of Credit and the
certificates, documents and other papers and information delivered to it in
connection therewith in accordance with its customary procedures and shall
promptly issue the Letter of Credit requested thereby. The Issuing Bank shall
furnish a copy of such Letter of Credit to the Borrower and the Administrative
Agent following the issuance thereof. The Borrower shall pay or reimburse the
Issuing Bank for normal and customary costs and expenses incurred by the Issuing
Bank in issuing, effecting payment under, amending or otherwise administering
the Letters of Credit.

         (c)    At such time as the Administrative Agent shall be notified
by the Issuing Bank that the beneficiary under any Letter of Credit has drawn on
the same, the Administrative Agent shall promptly notify the Borrower and each
Bank, by telephone or telecopy, of the amount of the draw and, in the case of
each Bank, such Bank's portion of such draw amount as calculated in accordance
with its Commitment Ratio. The Issuing Bank may maintain in accordance with its
usual practice a record of account evidencing the Indebtedness of the Borrower
resulting from each drawing under a Letter of Credit. In any legal action or
proceeding in respect of this Agreement, the entries made in such record shall
be conclusive evidence, absent manifest error, of the existence and amounts of
the obligations of the Borrower therein recorded. Failure of the Issuing Bank to
maintain any such record shall not excuse the Borrower from the obligation to
pay such Indebtedness. The Issuing Bank agrees to give the Borrower reasonable
notice of its receipt of a draw request in connection with any Letter of Credit;
provided, however, that the failure to provide such notice shall not excuse the
Borrower from the obligation to pay any Indebtedness resulting from such draw.

         (d)    The Borrower hereby agrees to immediately reimburse the
Issuing Bank for amounts paid by the Issuing Bank in respect of draws under a
Letter of Credit issued at the Borrower's request. In order to facilitate such
repayment, the Borrower hereby irrevocably requests the Banks, and each Bank
hereby severally agrees, on the terms and conditions of this Agreement (other
than as provided in Article 2 hereof with respect to the amounts of, the timing
of requests for, and the repayment of Loans hereunder), with respect to any
drawing under a Letter of Credit, to make a Loan (which shall be a Federal Funds
Loan) to the Borrower on any day on which a draw is made under any Letter of
Credit and in the amount of such Bank's Commitment Ratio of such draw, to
reimburse the Issuing Bank for the amount paid by it upon such draw. Each Bank
shall pay the proceeds of its Loan to the Administrative Agent in accordance
with Section 2.2(c) hereof, without reduction for any set-off or counterclaim of
any nature whatsoever. The disbursement of funds in connection with a draw under
a Letter of Credit pursuant to this Section hereunder shall be subject to the
terms and conditions of Section 2.2(c) hereof. The obligation of each Bank to
make payments to the Administrative Agent, for the account of the Issuing Bank,
in accordance with this Section 2.9 shall be absolute and unconditional and no
Bank shall be relieved of its obligations to make such payments by reason of
noncompliance by any other Person with the terms of the Letter of Credit or for
any other reason. The Administrative Agent shall promptly remit to the Issuing
Bank the amounts so received from the other Banks. Any overdue amounts payable
by the Banks to the Issuing Bank in respect of a draw under any Letter of Credit
shall bear interest, payable on demand at the Federal Funds Rate. If the
applicable conditions contained in Article 3 would not permit the making of
Loans as contemplated by this subsection (d), the provisions of the immediately
following subsection (e) shall apply.

         (e)    Immediately upon the issuance by the Issuing Bank of any
Letter of Credit each Bank shall be deemed to have irrevocably and
unconditionally purchased and received from the Issuing Bank, without recourse
or warranty, an undivided interest and participation to the extent of such
Bank's Commitment Ratio of the liability of the Issuing Bank with respect to
such Letter of Credit and each Bank thereby shall absolutely, unconditionally
and irrevocably assume, as primary obligor and not as surety, and shall be
unconditionally obligated to the Issuing Bank to pay and discharge when due,
such Bank's Commitment Ratio of the Issuing Bank's liability under such Letter
of Credit. In addition, upon the making of each payment by a Bank to the Issuing
Bank pursuant to this subsection in respect of a reimbursement obligation owing
in connection with any Letter of Credit, such Bank shall, automatically and
without any further action on the part of the Issuing Bank or such Bank, acquire
(i) a participation in an amount equal to such payment in such reimbursement
obligation and (ii) a participation in a percentage equal to such Bank's
Commitment Ratio in any interest or other amounts payable by the Borrower in
respect of such reimbursement obligation (other than the Fees payable to the
Issuing Bank pursuant to the last sentence of Section 2.4(c)). Each Bank
severally agrees to pay to the Issuing Bank on demand in immediately available
funds in Dollars the amount of such Bank's Commitment Ratio of each drawing paid
by the Issuing Bank under each Letter of Credit to the extent such amount is not
reimbursed by the Borrower (either with proceeds of Loans as contemplated by the
immediately preceding subsection (d) or otherwise). Each such Bank's obligation
to make such payments to the Issuing Bank under this subsection, and the Issuing
Bank's right to receive the same, shall be absolute, irrevocable and
unconditional and shall not be affected in any way by any circumstance
whatsoever, including without limitation, (i) the failure of any other Bank to
make its payment under this subsection, (ii) the financial condition of any of
the Combined Parties, (iii) the existence of any Default or Event of Default,
including any Event of Default described in Section 8.1(g) or 8.1(h) or (iv) the
termination of the Commitments. Each such payment to the Issuing Bank shall be
made without any offset, abatement, withholding or deduction whatsoever.

         (f)    The Borrower agrees that any action taken or omitted to be
taken by the Issuing Bank in connection with any Letter of Credit, except for
such actions or omissions as shall constitute gross negligence or willful
misconduct on the part of the Issuing Bank, shall be binding on the Borrower as
between the Borrower and the Issuing Bank, and shall not result in any liability
of the Issuing Bank or any other Agent-Related Person to the Borrower. The
obligation of the Borrower to reimburse the Issuing Bank for draws under any
Letter of Credit, and to repay Loans used to reimburse the Issuing Bank for
draws under any Letter of Credit, shall be absolute, unconditional and
irrevocable, and shall be paid strictly in accordance with the terms of this
Agreement under all circumstances whatsoever, including, without limitation, the
following circumstances:

                  (i)      Any lack of validity or enforceability of any Loan
         Document;

                  (ii)     Any amendment or waiver of or consent to any
         departure from any or all of the Loan Documents;

                  (iii)    Any improper use which may be made of any Letter of
         Credit or any improper acts or omissions of any beneficiary or
         transferee of any Letter of Credit in connection therewith;

                  (iv)     The existence of any claim, set-off, defense or any
         right which the Borrower may have at any time against any beneficiary
         or any transferee of any Letter of Credit (or Persons for whom any such
         beneficiary or any such transferee may be acting) or any Bank (other
         than the defense of payment to such Bank in accordance with the terms
         of this Agreement) or any other Person, whether in connection with any
         Letter of Credit, any transaction contemplated by any Letter of Credit,
         this Agreement, any other Loan Document, or any unrelated transaction;

                  (v)      Any statement or any other documents presented
         under any Letter of Credit proving to be insufficient, forged,
         fraudulent or invalid in any respect or any statement therein being
         untrue or inaccurate in any respect whatsoever, provided that such
         payment shall not have constituted gross negligence or willful
         misconduct of the Issuing Bank;

                  (vi)     The insolvency of any Person issuing any documents in
         connection with any Letter of Credit;

                  (vii)    Any breach of any agreement between the Borrower and
         any beneficiary or transferee of any Letter of Credit;

                  (viii)   Any irregularity in the transaction with respect to
         which any Letter of Credit is issued, including any fraud by the
         beneficiary or any transferee of such Letter of Credit;

                  (ix)     Any errors, omissions, interruptions or delays in
         transmission or delivery of any messages, by mail, cable, telegraph,
         wireless or otherwise, whether or not they are in code;

                  (x)      Any act, error, neglect or default, omission,
         insolvency or failure of business of any of the correspondents of the
         Issuing Bank, provided that the same shall not have constituted the
         gross negligence or willful misconduct of the Issuing Bank;

                  (xi)     Any other circumstances arising from causes beyond
         the control of the Issuing Bank;

                  (xii)    Payment by the Issuing Bank under any Letter of
         Credit against presentation of a sight draft or a certificate which
         does not comply with the terms of such Letter of Credit, provided that
         such payment shall not have constituted gross negligence or willful
         misconduct of the Issuing Bank; and

                  (xiii)   Any other circumstance or happening whatsoever,
         whether or not similar to any of the foregoing, provided that such
         other circumstances or happenings shall not have been the result of
         gross negligence or willful misconduct of the Issuing Bank or any Bank.

         (g)      Each Bank shall be responsible for its pro rata share (based
on such Bank's Commitment Ratio) of any and all reasonable out-of-pocket costs,
expenses (including reasonable legal fees) and disbursements which are actually
incurred or made by the Issuing Bank in connection with the collection of any
amounts due under, the administration of, or the presentation or enforcement of
any rights conferred by any Letter of Credit, the Borrower's or any guarantor's
obligations to reimburse or otherwise. In the event the Borrower shall fail to
pay such expenses of the Issuing Bank within ten (10) days after demand for
payment by the Issuing Bank, each Bank shall thereupon pay to the Issuing Bank
its pro rata share based on such Bank's Commitment Ratio) of such expenses
within five (5) days from the date of the Issuing Bank's notice to the Banks of
the Borrower's failure to pay; provided, however, that if the Borrower or any
                               --------  -------
guarantor shall thereafter pay such expense, the Issuing Bank will repay to each
Bank the amounts received from such Bank hereunder. The Borrower hereby
acknowledges and agrees with, and hereby irrevocably requests and each Bank
hereby severally agrees, subject to compliance with the terms and conditions
hereof (other than as provided in Article 2 with respect to the amounts of and
the timing of requests for Loans hereunder) to make a Loan (which shall be a
Federal Funds Loan) to the Borrower in the amount of such Bank's Commitment
Ratio of expenses under this subsection. The Borrower agrees that each Loan by
the a Bank to reimburse the Issuing Bank for draws under any Letter of Credit or
for expenses as provided in this subsection , shall, for all purposes hereunder,
be deemed to be a Loan under the such Bank's Commitment and shall be payable and
bear interest in accordance with all other Loans to the Borrower.

         (h)      Applicability of ISP98 and UCP. Unless otherwise expressly
                  ------------------------------
agreed by the Issuing Bank and the Borrower when a Letter of Credit is issued
(including any such agreement applicable to an Existing Letter of Credit), (i)
the rules of the "International Standby Practices 1998" published by the
Institute of International Banking Law & Practice (or such later version thereof
as may be in effect at the time of issuance) shall apply to each standby Letter
of Credit, and (ii) the rules of the Uniform Customs and Practice for
Documentary Credits, as most recently published by the International Chamber of
Commerce (the "ICC") at the time of issuance (including the ICC decision
               ---
published by the Commission on Banking Technique and Practice on April 6, 1998
regarding the European single currency (euro)) shall apply to each commercial
Letter of Credit.

         Section 2.10    Cash Management Line of Credit. Any other provision
                         ------------------------------
of this Agreement to the contrary notwithstanding, Loans under the Cash
Management Line of Credit shall constitute Loans for all purposes under this
Agreement, shall count against the Available Commitment and shall be evidenced
by the Note held by Bank of America. Loans under the Cash Management Line of
Credit shall otherwise be subject to such conditions and procedures for funding
as Administrative Agent may from time to time impose and such Loans shall bear
interest at the Daily Rate or such other rate as Bank of America and the
Borrower may agree to in writing. In order to facilitate repayment of the Cash
Management Line of Credit, the Borrower hereby irrevocably requests the Banks,
and each Bank hereby severally agrees, on the terms and conditions of this
Agreement (other than as provided in Article 2 hereof with respect to the
amounts of, the timing of requests for, and the repayment of Loans hereunder),
with respect to outstandings under the Cash Management Line of Credit within one
Business Day of demand by Bank of America (made through the Administrative
Agent), to make a Loan (which shall be a Federal Funds Loan) to the Borrower in
the amount of such Bank's Commitment Ratio of the amount of the outstandings
under the Cash Management Line of Credit. Each Bank shall pay the proceeds of
its Loan to the Administrative Agent in accordance with Section 2.2(b) hereof,
without reduction for any set-off or counterclaim of any nature whatsoever.
Immediately upon the making of a Loan under the Cash Management Line of Credit,
each Bank shall be deemed to, and hereby irrevocably and unconditionally agrees
to, purchase from Bank of America a participation in such Loan in an amount
equal to such Bank's Commitment Ratio of the amount of such Loan. If for any
reason any Loan under the Cash Management Line of Credit cannot be refinanced by
other Loans, each Bank shall, within one Business Day of demand of Bank of
America (made through the Administrative Agent) fund its participation in such
Loan. A Bank's obligation to fund its participation interest in a Loan under the
Cash Management Line of Credit shall be absolute and unconditional and shall not
be affected by any circumstance whatsoever, including without limitation, (i)
any claim of setoff, counterclaim, recoupment, defense or other right which such
Bank or any other Person may have or claim against Bank of America or any other
Person whatsoever, (ii) the occurrence or continuation of a Default or Event of
Default (including without limitation, any of the Defaults or Events of Default
described in Sections 8.1(g) or 8.1(h)) or the termination of any Bank's
Commitment, (iii) the existence (or alleged existence) of an event of condition
which has had or could have a Materially Adverse Effect, (iv) any breach of any
Loan Document by the Administrative Agent or any Bank or (v) any other
circumstance, happening or event whatsoever, whether or not similar to any of
the foregoing. If any Bank fails to make available to the Administrative Agent
for the account of Bank of America any amount required to be paid by such Bank
pursuant to the foregoing provisions of this subsection, Bank of America shall
be entitled to recover from such Bank (acting through the Administrative Agent),
on demand, such amount with interest thereon for the period from the date such
payment is required to the date on which such payment is immediately available
to Bank of America at a rate per annum equal to the Federal Funds Rate from time
to time in effect. At any time after any Bank has purchased and funded a
participation in a Loan made under the Cash Management Line of Credit, if Bank
of America receives any payment on account of such Loan, Bank of America will
distribute to such Bank its pro rata share of such payment (appropriately
adjusted, in the case of interest payments, to reflect the period of time during
which such Bank's participation was outstanding and funded) in the same funds as
those received by Bank of America. If any payment received by Bank of America in
respect of principal or interest on any Loan made under the Cash Management Line
of Credit is required to be returned by Bank of America, each Bank shall pay to
Bank of America its pro rata share thereof on demand of the Administrative
Agent, plus interest thereon from the date of such demand to the date such
amount is returned, at a rate per annum equal to the Federal Funds Rate. The
Administrative Agent will make such demand upon the request of Bank of America.

         Section 2.11    Inability to Determine Eurodollar Rate. In the
                         --------------------------------------
event that, prior to the commencement of any Interest Period relating to any
Eurodollar Rate Loan, the Administrative Agent shall determine that (a) adequate
and reasonable means do not exist for determining the Eurodollar Base Rate for
such Eurodollar Rate Loan, or (b) the Eurodollar Rate (or Daily Rate, as
applicable) for such Eurodollar Rate Loan does not adequately and fairly reflect
the cost to the Banks of funding such Eurodollar Rate Loan, the Administrative
Agent shall forthwith give notice of such determination (which shall be
conclusive and binding on the Borrower and the Banks) to the Borrower and the
Banks. In such event (a) the applicable Request for Loan or Notice of
Continuation/Conversion shall be automatically withdrawn and (b) each Eurodollar
Rate Loan will automatically, on the last day of the then current Interest
Period thereof become a Federal Funds Loan, and the obligations of the Banks to
make Eurodollar Rate Loans shall be suspended until the Administrative Agent
determines that the circumstances giving rise to such suspension no longer
exist, whereupon the Administrative Agent shall so notify the Borrower and the
Banks.

         Section 2.12    Illegality. Notwithstanding any other provisions
                         ----------
herein, if any present or future law, regulation, treaty or directive or the
interpretation or application thereof shall make it unlawful for any Bank to
make or maintain Eurodollar Rate Loans, such Bank shall forthwith give notice of
such circumstances to the Borrower and thereupon (a) the commitment of such Bank
to make Eurodollar Rate Loans shall forthwith be suspended and (b) the
Eurodollar Rate Loans of such Bank then outstanding shall be converted
automatically to Federal Funds Loans on the last day of each Interest Period
applicable to such Eurodollar Rate Loans or within such earlier period as may be
required by law.

         Section 2.13    Compensation. Upon demand of any Bank (with a copy
                         ------------
to the Administrative Agent) from time to time, the Borrower shall promptly
compensate such Bank for and hold such Bank harmless from any loss, cost or
expense incurred by it (other than the loss of the Applicable Margin) as a
result of

         (a)     any continuation, conversion, payment or prepayment of any
Eurodollar Rate Loan on a day other than the last day of the Interest Period for
such Loan (whether voluntary, mandatory, automatic, by reason of acceleration,
or otherwise); or

         (b)     any failure by the Borrower (for a reason other than the
failure of such Bank to make a Loan) to prepay, borrow, continue or convert any
Eurodollar Rate Loan on the date or in the amount notified by the Borrower;
including any loss or expense arising from the liquidation or reemployment of
funds obtained by it to maintain such Loan or from fees payable to terminate the
deposits from which such funds were obtained. The Borrower shall also pay any
customary administrative fees charged by such Bank in connection with the
foregoing. For purposes of calculating amounts payable by the Borrower to the
Banks under this Section, each Bank shall be deemed to have funded each
Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining
the Eurodollar Rate for such Loan by a matching deposit or other borrowing in
the London interbank eurodollar market for a comparable amount and for a
comparable period, whether or not such Eurodollar Rate Loan was in fact so
funded.

         Section 2.14    Additional Costs, Etc. If any future Applicable Law
                         ---------------------
or any change in any existing or future Applicable Law, which expression, as
used herein, includes statutes, rules and regulations thereunder and legally
binding interpretations thereof by any competent court or by any governmental or
other regulatory body or official with appropriate jurisdiction charged with the
administration or the interpretation thereof and requests, directives,
instructions and notices at any time or from time to time hereafter made upon or
otherwise issued to any Bank or the Administrative Agent by any central bank or
other fiscal, monetary or other authority (whether or not having the force of
law), shall:

                  (i)    subject any Bank or the Administrative Agent to any
         tax, levy, impost, duty, charge, fee, deduction or withholding of any
         nature with respect to this Agreement, the other Loan Documents, such
         Bank's Commitment or the Loans (other than taxes based upon or measured
         by the income or profits of such Bank or the Administrative Agent), or

                  (ii)   materially change the basis of taxation (except for
         changes in taxes on income or profits) of payments to any Bank of the
         principal of or the interest on any Loans or any other amounts payable
         to any Bank under this Agreement or the other Loan Documents, or

                  (iii)  impose or increase or render applicable (other than
         to the extent specifically provided for elsewhere in this Agreement)
         any special deposit, reserve, assessment, liquidity, capital adequacy
         or other similar requirements (whether or not having the force of law)
         against assets held by, or deposits in or for the account of, or loans
         by, or commitments of an office of any Bank, or

                  (iv)   impose on any Bank or the Administrative Agent any
         other conditions or requirements with respect to this Agreement, the
         other Loan Documents, the Loans, such Bank's Commitment, or any class
         of loans or commitments of which any of the Loans or such Bank's
         Commitment forms a part; and the result of any of the foregoing is

                  A.       to increase the cost to any Bank of making, funding,
         issuing, renewing, extending or maintaining any of the Loans or such
         Bank's Commitment, or

                  B.       to reduce the amount of principal, interest or other
         amount payable to such Bank or the Administrative Agent hereunder on
         account of such Bank's Commitment or any of the Loans, or

                  C.       to require such Bank or the Administrative Agent to
         make any payment or to forgo any interest or other sum payable
         hereunder, the amount of which payment or forgone interest or other sum
         is calculated by reference to the gross amount of any sum receivable or
         deemed received by such Bank or the Administrative Agent from the
         Borrower hereunder, then, and in each such case, the Borrower will,
         within fifteen (15) days after demand made by such Bank or (as the case
         may be) the  Administrative Agent at any time and from time to time and
         as often as the occasion therefor may arise, pay to such Bank or the
         Administrative Agent such additional amounts as such Bank or the
         Administrative Agent shall determine in good faith and certify in a
         notice to the Borrower in reasonable detail to be sufficient to
         compensate such Bank or the Administrative Agent for such additional
         cost, reduction, payment or forgone interest or other sum; provided,
         however, that the Borrower shall not be required under this Section to
         reimburse any Bank or the Administrative Agent for incremental
         additions to administrative overhead and other similar internal costs
         of regulatory compliance.  Each Bank and the Administrative Agent will
         promptly notify the Borrower of any event of which it has knowledge,
         occurring after the date hereof, which will entitle such Bank or the
         Administrative Agent (as the case may be) to compensation pursuant to
         this Section, and the applicable Bank will designate a different
         lending office if such designation will avoid the need for, or reduce
         the amount of, such compensation and will not, in the reasonable
         judgment of such Bank, be otherwise disadvantageous to such Bank. The
         Borrower shall not be responsible for any amounts payable under this
         Section unless Borrower shall have been notified thereof by any such
         relevant Bank or the Administrative Agent (as the case may be) within
         120 days after the officer of the relevant Bank or Administrative Agent
         (as the case may be) having primary responsibility for the
         administration of this Agreement shall have actual knowledge that such
         amounts have accrued.

         Section 2.15     Pro Rata Treatment. Except to the extent otherwise
                          ------------------
provided herein: (a) each borrowing from the Banks under Section 2.1 shall be
made from the Banks, each payment of the fees under Sections 2.4(a) through
2.4(c) shall be made for the account of the Banks, and each termination or
reduction of the amount of the Commitments under Section 2.4(f) shall be applied
to the respective Commitments of the Banks, pro rata according to the amounts of
their respective Commitments; (b) each payment or prepayment of principal of
Loans by the Borrower shall be made for the account of the Banks pro rata in
accordance with the respective unpaid principal amounts of the Loans held by
them, provided that if immediately prior to giving effect to any such payment in
respect of any Loans the outstanding principal amount of the Loans shall not be
held by the Banks pro rata in accordance with their respective Commitments in
effect at the time such Loans were made, then such payment shall be applied to
the Loans in such manner as shall result, as nearly as is practicable, in the
outstanding principal amount of the Loans being held by the Banks pro rata in
accordance with their respective Commitments; (c) each payment of interest on
Loans (other than Loans advanced under the Cash Management Line of Credit) by
the Borrower shall be made for the account of the Banks pro rata in accordance
with the amounts of interest on such Loans then due and payable to the
respective Banks; (d) the conversion and continuation of Loans (other than
conversions provided for by Section 2.12) shall be made pro rata among the Banks
according to the amounts of their respective Loans; and (e) the Banks'
participation in, and payment obligations in respect of, Letters of Credit and
Loans advanced under the Cash Management Line of Credit under Sections 2.9 and
2.10, respectively, shall be pro rata in accordance with their respective
Commitments.

         Section 2.16      Taxes
                           -----

         (a)     Generally. All payments by the Borrower of principal of, and
                 ---------
interest on, the Loans and all other Obligations shall be made free and clear of
and without deduction for any present or future excise, stamp or other taxes,
fees, duties, levies, imposts, charges, deductions, withholdings or other
charges of any nature whatsoever imposed by any taxing authority, but excluding
(i) franchise taxes, (ii) any taxes (other than withholding taxes) that would
not be imposed but for a connection between the Administrative Agent or a Bank
and the jurisdiction imposing such taxes (other than a connection arising solely
by virtue of the activities of the Administrative Agent or such Bank pursuant to
or in respect of this Agreement or any other Loan Document), and (iii) any taxes
imposed on or measured by any Bank's assets, net income, receipts or branch
profits (such non-excluded items being collectively called "Taxes"). If any
withholding or deduction from any payment to be made by the Borrower hereunder
is required in respect of any Taxes pursuant to any Applicable Law, then the
Borrower will:

                  (i)      pay directly to the relevant Governmental Authority
         the full amount required to be so withheld or deducted;

                  (ii)     promptly forward to the Administrative Agent an
         official receipt or other documentation satisfactory to the
         Administrative Agent evidencing such payment to such Governmental
         Authority; and

                  (iii)    pay to the Administrative Agent for its account or
         the account of the applicable Bank, as the case may be, such additional
         amount or amounts as is necessary to ensure that the net amount
         actually received by the Administrative Agent or such Bank will equal
         the full amount that the Administrative Agent or such Bank would have
         received had no such withholding or deduction been required.

         (b)      Tax Indemnification. If the Borrower fails to pay any Taxes
                  -------------------
when due to the appropriate Governmental Authority or fails to remit to the
Administrative Agent, for its account or the account of the respective Bank, as
the case may be, the required receipts or other required documentary evidence,
the Borrower shall indemnify and hold harmless the Administrative Agent and the
Banks for any incremental Taxes, interest or penalties that may become payable
by the Administrative Agent or any Bank as a result of any such failure. For
purposes of this Section, a distribution hereunder by the Administrative Agent
or any Bank to or for the account of any Bank shall be deemed a payment by the
Borrower.

         (c)     Tax Forms. Each Bank that is not a "United States person"
                 ---------
within the meaning of Section 7701(a)(30) of the Code (a "Foreign Bank") shall
                                                          ------------
deliver to the Administrative Agent, prior to receipt of any payment subject to
withholding under the Code (or upon accepting an assignment of an interest
herein), two duly signed completed copies of either IRS Form W-8BEN or any
successor thereto (relating to such Person and entitling it to a complete
exemption from withholding tax on all payments to be made to such Person by the
Borrower pursuant to this Agreement) or IRS Form W-8ECI or any successor thereto
(relating to all payments to be made to such Person by the Borrower pursuant to
this Agreement) or such other evidence satisfactory to the Borrower and the
Administrative Agent that such Person is entitled to a complete exemption from
U.S. withholding tax. Thereafter and from time to time, each such Person shall
(i) promptly submit to the Administrative Agent such additional duly completed
and signed copies of one of such forms (or such successor forms as shall be
adopted from time to time by the relevant United States taxing authorities) as
may then be available under then current United States laws and regulations to
avoid, or such evidence as is satisfactory to the Borrower and the
Administrative Agent of any available exemption from, United States withholding
taxes in respect of all payments to be made to such Person by the Borrower
pursuant to this Agreement, (ii) promptly notify the Administrative Agent of any
change in circumstances which would modify or render invalid any claimed
exemption or reduction, and (iii) take such steps as shall not be materially
disadvantageous to it, in the reasonable judgment of such Bank, and as may be
reasonably necessary to avoid any requirement of Applicable Laws that the
Borrower make any deduction or withholding for taxes from amounts payable to
such Person. If such Person fails to deliver the above forms or other
documentation, then the Administrative Agent may withhold from any interest
payment to such Person an amount equivalent to the applicable withholding tax
imposed by Sections 1441 and 1442 of the Code, without reduction. Upon the
request of the Administrative Agent, each Bank that is a "United States person"
within the meaning of Section 7701(a)(30) of the Code shall deliver to the
Administrative Agent two duly signed completed copies of IRS Form W-9. If such
Bank fails to deliver such forms, then the Administrative Agent may withhold
from any interest payment to such Bank an amount equivalent to the applicable
back-up withholding tax imposed by the Code, without reduction. If any
Governmental Authority asserts that the Administrative Agent did not properly
withhold or backup withhold, as the case may be, any tax or other amount from
payments made to or for the account of any Bank, such Bank shall indemnify the
Administrative Agent therefor, including all penalties and interest, any taxes
imposed by any jurisdiction on the amounts payable to the Administrative Agent
under this Section, and costs and expenses (including all fees and disbursements
of any law firm or other external counsel and the allocated cost of internal
legal services and all disbursements of internal counsel) of the Administrative
Agent. The Borrower shall not be required to pay any amount pursuant to last
sentence of subsection (a) above to any Bank or Participant that is organized
under the laws of a jurisdiction outside of the United States of America or the
Agent, if it is organized under the laws of a jurisdiction outside of the United
States of America, if such Bank, Participant or the Agent, as applicable, fails
to comply with the requirements of this subsection nor shall the Borrower be
precluded from deducting any applicable withholding taxes in such case. The
obligation of the Banks under this Section shall survive the termination of the
Commitments, repayment of all Obligations and the resignation or replacement of
the Administrative Agent.

         Section 2.17      Option to Replace Banks.  If any Bank, other than the
                           -----------------------
 Administrative Agent in its capacity as such, shall:

         (a)   make any demand for payment or reimbursement pursuant to Sections
2.12, 2.14 or 2.16 or if the Borrower is required to pay any additional amount
to any Bank or any Governmental Authority for the account of any Bank pursuant
to Section 2.16; or

         (b)   if any Bank defaults in its obligation to fund Loans hereunder,
then the Borrower may, at its sole expense and effort, upon notice to such Bank,
the Administrative Agent and the Syndication Agent, require such Bank to assign
and delegate, without recourse (in accordance with and subject to the
restrictions contained in Section 10.5), all its interests, rights and
obligations under this Agreement to an assignee that shall assume such
obligations (which assignee may be another Bank, if a Bank accepts such
assignment); provided, that (i) the Borrower shall have received the prior
written consent of the Administrative Agent and Syndication Agent, which consent
shall not be unreasonably withheld, (ii) such Bank shall have received payment
of an amount equal to the outstanding principal of its Loans and participations
in Letters of Credit, accrued interest thereon, accrued fees and all other
amounts payable to it hereunder (including any amounts then payable under
Sections 2.13, 2.14 and 2.16.), from the assignee (to the extent of such
outstanding principal and accrued interest and fees) or the Borrower (in the
case of all other amounts), (iii) in the case of any such assignment resulting
from payments required to be made pursuant to Sections 2.12, 2.14 or 2.16, such
assignment will result in a reduction in such compensation or payments and (iv)
the Borrower shall have paid the assignment fee required to be paid under
Section 10.5.   A Bank shall not be required to make any such assignment and
delegation if, prior thereto, as a result of a waiver by such Bank or otherwise,
the circumstances entitling the Borrower to require such assignment and
delegation cease to apply.

                        ARTICLE 3 - Conditions Precedent.
                                    --------------------

         Section 3.1     Conditions Precedent to Initial Loan. The
                         ------------------------------------
obligation of the Banks to undertake the Commitment and to make the initial Loan
hereunder is subject to the prior fulfillment of each of the following
conditions:

         (a)      The Administrative Agent shall have received each of the
following, in form and substance satisfactory to the Banks:

                  (i)    the loan certificate of the Borrower and each
         Consolidated Entity Guarantor, including a certificate of incumbency
         with respect to the signature of each Authorized Signatory of the
         Borrower and any authorized signatures of such Consolidated Entity
         Guarantor, which loan certificate shall be in substantially the form of
         Exhibit E attached hereto, together with appropriate attachments
         thereto, which shall include without limitation the following items:
         (A) a true, complete and correct copy of the Articles of Incorporation
         and By-Laws of the Borrower and, for each Consolidated Entity Guarantor
         such Persons corresponding organizational documents, and (B) a copy of
         the resolutions of the Borrower and each Consolidated Entity Guarantor
         authorizing the Borrower and such Consolidated Entity Guarantor with
         respect to the borrowing hereunder and the execution, delivery and
         performance by the Borrower and such Consolidated Entity Guarantor of
         the Loan Agreement and the other Loan Documents in accordance with
         their respective terms and of any other documents contemplated
         hereunder and the consummation of the transactions contemplated hereby
         and thereby;

                  (ii)   duly executed Notes;

                  (iii)  duly executed Consolidated Entity Guaranties from the
        Consolidated Entity Guarantors;

                  (iv)   the opinion of counsel to the Borrower and the
         Consolidated Entity Guarantors addressed to each Bank, the Issuing Bank
         and the Administrative Agent substantially in the form of Exhibit F
         attached hereto;

                  (v)    the duly executed Request for Loan for the initial Loan
         of the Loans;

                  (vi)   audited financial statements for the Borrower for
         the calendar year ended December 31, 2000 and the unaudited financial
         statements for the Borrower for the quarter ended June 30, 2001;

                  (vii)  payment in full of the commitment fee required
         pursuant to Section 2.4(a), the arrangement fee required pursuant to
         Section 2.4(e) and the prorated portion of any other fees payable
         quarterly in advance under Section 2.4 to the Administrative Agent for
         the Banks, which fee shall be fully earned when due and non-refundable
         when paid;

                  (viii) a Compliance Certificate reflecting Borrower's
         compliance with the covenants and other matters addressed therein as of
         June 30, 2001; and

                  (ix)   evidence as to the termination of that certain
         Amended and Restated Loan Agreement dated as of August 27, 1999, among
         the Borrower, Bank of America and Wachovia Bank, N.A.

         (b)      All of the representations and warranties of the Borrower
under this Agreement shall be true and correct in all material respects, both
before and after giving effect to the application of the proceeds of the initial
Loan.

         Section 3.2     Conditions Precedent to Each Loan. The obligation
                         ---------------------------------
of each Bank to make each Loan, including the initial Loan (but excluding Loans
to reimburse the Issuing Bank) hereunder is subject to the fulfillment of each
of the following conditions immediately prior to or contemporaneously with such
Loan:

         (a)     All of the representations and warranties of the Borrower
under this Agreement, which, in accordance with Section 4.2 hereof, are made at
and as of the time of the Loan, shall be true and correct at such time, both
before and after giving effect to the application of the proceeds of the Loan;

         (b)     The incumbency of the Authorized Signatories shall be as
stated in the applicable certificate of incumbency contained in the certificate
of the Borrower delivered pursuant to Section 3.1(a) hereof or as subsequently
modified and reflected in a certificate of incumbency delivered to the
Administrative Agent and the Banks;

         (c)     There shall not exist, on the date of the making of the Loan
and after giving effect thereto, a Default or an Event of Default hereunder and,
the Administrative Agent shall have received a Request for Loan so certifying;
and

         (d)     The Administrative Agent and each of the Banks shall have
received all such other certificates, reports, statements, opinions of counsel
or other documents as any of them may reasonably request.

         Notwithstanding the foregoing, Bank of America (or any successor Bank
making Loans under the Cash Management Line of Credit) shall not make a Loan
under the Cash Management Line of Credit if an Event of Default under Section
8.1(b), (g) and (h) exists.

         Section 3.3     Conditions Precedent to Issuance of Letters of Credit.
                         -----------------------------------------------------
The obligation of the Issuing Bank to issue each Letter of Credit hereunder is
subject to the fulfillment of each of the following conditions immediately prior
to or contemporaneously with the issuance of such Letter of Credit:

         (a)     All of the representations and warranties of the Borrower
under this Agreement, which, in accordance with Section 4.2 hereof, are made at
and as of the time of the issuance of such Letter of Credit, shall be true and
correct at such time, both before and after giving effect to the issuance of
such Letter of Credit;

         (b)    The incumbency of the Authorized Signatories shall be as
stated in the applicable certificate of incumbency contained in the certificate
of the Borrower delivered pursuant to Section 3.1 (a) hereof or as subsequently
modified and reflected in a certificate of incumbency delivered to the
Administrative Agent and the Banks;

         (c)    There shall not exist, on the date of the issuance of such
Letter of Credit and after giving effect thereto, a Default or an Event of
Default hereunder and, the Administrative Agent shall have received a Request
for Issuance of a Letter of Credit so certifying; and

         (d)    The Administrative Agent, the Issuing Bank and each of the
Banks shall have received all such other certificates, reports, statements,
opinions of counsel or other documents as any of them may reasonably request.

                   ARTICLE 4 - Representations and Warranties.
                               ------------------------------
         Section 4.1       Representations and Warranties.  The Borrower hereby
                           ------------------------------
agrees, represents, and warrants that:

         (a)      Organization; Power; Qualification.
                  ----------------------------------

                  (i)      The Borrower is a corporation duly organized and
         validly existing under the laws of the State of Georgia. The Borrower
         has the power and authority to own or lease and operate its properties
         and to carry on its business as now being and hereafter proposed to be
         conducted, and is duly qualified and authorized to do business in each
         jurisdiction in which such qualification is necessary in view of the
         character of its properties or the nature of its business requires such
         qualification or authorization, except for qualifications and
         authorizations, the lack of which, singly or in the aggregate, has not
         had and is not likely to have a Materially Adverse Effect.

                  (ii)     Each Consolidated Entity and Unconsolidated Entity
         of the Borrower is a corporation, limited liability company, or
         partnership duly organized and validly existing under the laws of its
         state of formation. Each Consolidated Entity and Unconsolidated Entity
         of the Borrower has the power and authority to own or lease and operate
         its properties and to carry on its business as now being and hereafter
         proposed to be conducted, and is duly qualified and authorized to do
         business, in each jurisdiction in which such qualification is necessary
         in view of the character of its properties or the nature of its
         business requires such qualification or authorization, except for
         qualifications and authorizations, the lack of which, singly or in the
         aggregate, has not had and is not likely to have a Materially Adverse
         Effect.

         (b)      Authorization; Enforceability. Each of the Borrower and each
                  -----------------------------
of its Consolidated Entities has the partnership, limited liability company, or
corporate power and has taken all necessary partnership, limited liability
company, or corporate action to authorize it to execute, deliver, and perform
this Agreement and each of the other Loan Documents to which it is a party in
accordance with the terms thereof and to consummate the transactions
contemplated hereby and thereby. This Agreement has been duly executed and
delivered by the Borrower, and is, and the Notes, when issued for value received
will be, and each of the other Loan Documents to which the Borrower is a party
is, a legal, valid and binding obligation of the Borrower, enforceable in
accordance with its terms, subject to limitations on enforceability under
bankruptcy, reorganization, insolvency and similar laws affecting creditors'
rights generally and limitations on the availability of the remedy of specific
performance imposed by the application of general equity principles.

         (c)      Consolidated Entities.  As of the Agreement Date, all the
                  ---------------------
Consolidated Entities andUnconsolidated Entities of the Borrower are identified
on Schedules 5 and 3, respectively, attached hereto.
   -----------------

         (d)      Compliance with Laws, etc., of Agreement, Other Loan
                  ----------------------------------------------------
Documents, and Contemplated Transactions. The execution, delivery, and
----------------------------------------
performance of this Agreement and each of the other Loan Documents in accordance
with the terms and the consummation of the transactions contemplated hereby and
thereby do not and will not (i) violate any Applicable Law, (ii) result in a
breach of, or constitute a default under the articles of incorporation, by-laws,
limited liability company articles of organization or operating agreements, or
partnership agreement, as the case may be, or under any indenture, agreement, or
other instrument to which the Borrower or any of its Consolidated Entities or
Unconsolidated Entities is a party or by which they or any of their properties
may be bound, or (iii) result in or require the creation or imposition of any
Lien upon or with respect to any property now owned or hereafter acquired by the
Borrower except Permitted Liens; except where such violations, breaches or
defaults, if any, singly or in the aggregate, has not had and is not likely to
have a Materially Adverse Effect.

         (e)      Necessary Authorizations. No approval or consent of, or
                  ------------------------
filing or registration with, any federal, state or local commission or other
regulatory authority is required in connection with the execution, delivery and
performance by the Borrower or any of its Consolidated Entities or
Unconsolidated Entities of this Agreement, the Notes, and the other Loan
Documents to which it is a party (other than the filing of this Agreement and
the Loan Documents with the Securities and Exchange Commission). All such
described action required to be taken as a condition to the execution and
delivery of this Agreement, the Notes and other Loan Documents to which the
Borrower or any of its Consolidated Entities or Unconsolidated Entities is a
party has been duly taken by all such commissions and authorities or other
Persons, as the case may be, and all such action required to be taken as a
condition to the initial Loan hereunder has been or will be duly taken prior to
such initial Loan.

         (f)      Title to Properties. Each of the Borrower and its
                  -------------------
Consolidated Entities has good, marketable, and legal title to, or a valid
leasehold interest in, all of their respective material tangible properties and
assets free and clear of all Liens, except Permitted Liens. Schedule 11 attached
hereto sets forth, as of June 30, 2001, all Valued Assets of the Borrower and
its Consolidated Entities included in the calculation of the Availability
Restriction.

         (g)      Collective Bargaining. There are no collective bargaining
                  ---------------------
agreements between the Borrower or any of its Consolidated Entities and any
trade or labor union or other employee collective bargaining agent other then
that certain Collective Bargaining Agreement by and between Building Owners and
Managers Association of San Francisco and The International Union of Operating
Engineers, Stationary Engineers, Local No. 39, for the period September 1, 1998
through August 31, 2004.

         (h)      Taxes. All Federal, state, and other tax returns of the
                  -----
Borrower and each of its Consolidated Entities required by law to be filed have
been duly filed, and all federal, state, and other taxes, assessments, and other
governmental charges or levies upon the Borrower and each of its Consolidated
Entities and any of their respective properties, income, profits, and assets,
which are due and payable, have been paid, except any such tax payment (i) of
which the Borrower or its Consolidated Entity, as the case may be, is contesting
in good faith by appropriate proceedings, (ii) for which adequate reserves have
been provided on the books of the Borrower or any of its Consolidated Entities,
and (iii) as to which neither any Lien other than a Permitted Lien has attached
nor any foreclosure, distraint, sale, or similar proceedings have been
commenced. The charges, accruals, and reserves on the books of the Borrower and
each of its Consolidated Entities in respect of taxes are, in the reasonable
judgment of the Borrower, adequate.

         (i)      Financial Statements. The Borrower has furnished, or caused
                  --------------------
to be furnished, to the Banks audited and unaudited financial statements for the
Borrower and its Consolidated Entities which are complete and correct in all
material respects and present fairly in accordance with GAAP the financial
position of the Borrower as at December 31, 2000 and June 30, 2001,
respectively, and the results of operations for the periods then ended. Except
as disclosed in such financial statements, the Borrower had no material
liabilities, contingent or otherwise, and there are no material unrealized or
anticipated losses of the Borrower which have not heretofore been disclosed in
writing to the Banks.

         (j)      No Adverse Change.  Since December 31, 2000, there has
                  -----------------
occurred no event which would have a Materially Adverse Effect.

         (k)      Investments and Guaranties. The Borrower has not made
                  --------------------------
material (i) investments in, or advances to, any Person, except as reflected in
the financial statements referred to in Section 4.1(i) above or disclosed to the
Administrative Agent on or prior to the Agreement Date and from time to time
thereafter in financial statements delivered pursuant to Article 6 hereof, or
(ii) guaranties of the obligations of any Person, except (A) as disclosed to and
approved by the Required Banks in writing, (B) for guaranties which singly do
not exceed $1,000,000, and (C) the guaranties permitted under Sections 7.6(a)
through (e) and Sections 7.6(g) through (j) hereof.

         (l)       Liabilities. Litigation, etc. Except for liabilities
                   -----------------------------
incurred in the normal course of business, neither the Borrower nor any of its
Consolidated Entities has any material (individually or in the aggregate)
liabilities, direct or contingent, except as disclosed or referred to in the
financial statements referred to in Section 4.1 (i) above. Except as provided in
Schedule 10 attached hereto, there is no litigation, legal or administrative
proceeding, investigation, or other action of any nature pending or, to the
knowledge of the Borrower, threatened against or affecting the Borrower, any of
its Consolidated Entities or any of its or their properties which involves the
possibility of any judgment or liability not fully covered by insurance or
which, if adversely determined, would have a Materially Adverse Effect.

         (m)       ERISA. Each of the Borrower and its ERISA Affiliates and
                   -----
each of their respective Plans are in substantial compliance with ERISA and the
Code and neither the Borrower nor any of its ERISA Affiliates has incurred any
accumulated funding deficiency with respect to any such Plan within the meaning
of ERISA or the Code. The Borrower and each of its ERISA Affiliates have
complied with all requirements of ERISA Sections 601 through 608 and Code
Section 4980B in all material respects. The Borrower has not incurred any
material liability to the Pension Benefit Guaranty Corporation in connection
with any Plan. The assets of each Plan which is subject to Title IV of ERISA are
sufficient to provide the benefits under such Plan, the payment of which the
Pension Benefit Guaranty Corporation would guarantee if such Plan were
terminated, and such assets are also sufficient to provide all other "benefit
liabilities" (as defined in ERISA Section 4001(a)(16)) due under the plan upon
termination. No Reportable Event has occurred and is continuing with respect to
any Plan. No Plan or trust created thereunder, or party in interest (as defined
in Section 3(14) of ERISA, or any fiduciary (as defined in Section 3(21) of
ERISA), has engaged in a "prohibited transaction" (as such term is defined in
Section 406 of ERISA or Section 4975 of the Code) which would subject the
Borrower or any ERISA Affiliate to a material penalty or tax on "prohibited
transactions" imposed by Section 502 of ERISA or Section 4975 of the Code.
Neither the Borrower nor any of its ERISA Affiliates is a participant in or is
obligated to make any payment to a Multiemployer Plan, except as may be required
by the Collective Bargaining Agreement referenced in Section 4.1(g) above.

         (n)       Patents, Trademarks, etc. The Borrower and each of its
                   -------------------------
Consolidated Entities owns, possesses or has the right to use all licenses and
rights to all patents, trademarks, trademark rights, trade names, trade name
rights, service marks, and copyrights, and rights with respect thereto,
necessary to conduct its business in all material respects as now conducted,
without known conflict with any patent, trademark, trade name, service mark,
license or copyright of any other Person (except as described on Schedule 9
attached hereto and made a part hereof), and in each case, with respect to
patents, trademarks, trademark rights, trade names, trade name and copyrights
and licenses with respect thereto owned by the Borrower or its Consolidated
Entities, subject to no mortgage, pledge, lien, lease, encumbrance, charge,
security interest, title retention agreement or option. All such licenses and
rights with respect to patents, trademarks, trademark rights, trade names, trade
name rights, service marks and copyrights are in full force and effect, and to
the extent applicable, the Borrower and its Consolidated Entities are in full
compliance in all material respects with all of the provisions thereof. No such
patent, trademark, trademark rights, trade names, trade name rights, service
marks, copyrights or licenses is subject to any pending or, to the best of the
Borrower's knowledge, threatened attack or revocation (except as described on
Schedule 9 attached hereto and made a part hereof). Neither the Borrower nor any
of its Consolidated Entities owns any registered copyrights or patents and the
Borrower's business is not subject to any license (other than general business
and software licenses and permits).

         (o)       Compliance with Law; Absence of Default. The Borrower and
                   ---------------------------------------
each of its Consolidated Entities is in compliance with all Applicable Laws and
with all of the applicable provisions of the articles of incorporation, by-laws,
limited liability company articles of organization and operating agreement, or
partnership agreement, as the case may be, and no event has occurred or has
failed to occur which has not been remedied or waived, the occurrence or
non-occurrence of which constitutes (i) a Default or (ii) a default by the
Borrower or any of its Consolidated Entities under any other indenture,
agreement, or other instrument, or any judgment, decree, or order to which the
Borrower or any of its Consolidated Entities is a party or by which the Borrower
or any of its Consolidated Entities or any of its or their properties may be
bound, which default could reasonably be considered to have a Materially Adverse
Effect.

         (p)       Casualties; Taking of Properties, etc. Since the date of the
                   --------------------------------------
most recent financial statements provided to the Administrative Agent and the
Banks by the Borrower, neither the business nor the properties of the Borrower
have been materially and adversely affected as a result of any fire, explosion,
earthquake, flood, drought, windstorm, accident, strike or other labor
disturbance, embargo, requisition or taking of property or cancellation of
contracts, permits or concessions by any domestic or foreign government or any
agency thereof, riot, activities of armed forces, or acts of God or of any
public enemy which are not subject to a claim for reimbursement of insurance.

         (q)       Accuracy and Completeness of Information. None of the
                   ----------------------------------------
financial statements or any written statements delivered to the Administrative
Agent or the Banks pursuant to this Agreement contains, as at the date of
delivery thereof, any untrue statement of material fact nor do such financial
statements, and such written statements, taken as a whole, omit to state a
material fact or any fact necessary to make the statements contained therein not
misleading.

         (r)       Compliance with Regulations U, and X. Neither the Borrower
                   ------------------------------------
nor any of its Consolidated Entities is engaged principally or as one of its
important activities in the business of extending credit for the purpose of
purchasing or carrying, and the Borrower does not own or presently intend to
acquire, any "margin security" or "margin stock" as defined in Regulations U,
and X (12 C.F.R. Parts 221 and 224) of the Board of Governors of the Federal
Reserve System (herein called "margin stock"). None of the proceeds of the Loans
will be used, directly or indirectly, for the purpose of purchasing or carrying
any margin stock or for the purpose of reducing or retiring any Indebtedness
which was originally incurred to purchase or carry margin stock or for any other
purpose which might constitute this transaction a "purpose credit" within the
meaning of said Regulations U, and X. Neither the Borrower nor any bank acting
on its behalf has taken or will take any action which might cause this Agreement
or the Notes to violate Regulation U, or X or any other regulation of the Board
of Governors of the Federal Reserve System or to violate the Securities Exchange
Act of 1934, in each case as now in effect or as the same may hereafter be in
effect. If so requested by a Bank, the Borrower will furnish such Bank with (i)
a statement or statements in conformity with the requirements of Federal Reserve
Form U-1 referred to in Regulation U of said Board of Governors and (ii) other
documents evidencing its compliance with the margin regulations, including
without limitation an opinion of counsel in form and substance satisfactory to
such Bank. Neither the making of the Loans nor the use of proceeds thereof will
violate, or be inconsistent with, the provisions of Regulation U, or X of said
Board of Governors.

         (s)       Solvency.  The Borrower and each of its Consolidated Entities
                   --------
is, and after giving effect tothe transactions contemplated hereby and by the
Loan Documents will be, Solvent.

         (t)       Broker's or Finder's Commissions. No broker's or finder's
                   --------------------------------
fee or commission will be payable with respect to the issuance of the Notes, and
no other similar fees or commissions will be payable by the Borrower for any
other services rendered to the Borrower ancillary to the transactions
contemplated herein.

         (u)       Qualification as a REIT.  The Borrower is and, after giving
                   -----------------------
effect to the transactions contemplated herein, will be qualified as a REIT.

         (v)       Name of Borrower. The Borrower has not changed its name
                   ----------------
within the preceding five (5) years from the Agreement Date, nor has the
Borrower transacted business under any other name or tradename during the
preceding five (5) years from the Agreement Date other than "Cousins
MarketCenters" and "Cousins/Richmond."

         (w)       Investment Company Act. Neither the Borrower nor any of its
                   ----------------------
Consolidated Entities is required to register under the provisions of the
Investment Company Act of 1940, as amended, and neither the entering into or
performance by the Borrower of this Agreement nor the issuance of the Notes
violates any provision of such Act or requires any consent, approval, or
authorization of, or registration with, any governmental or public body or
authority pursuant to any of the provisions of such Act.

         (x)      Environmental Matters.  To the best of the Borrower's
                  ---------------------
knowledge, upon due inquiry and investigation completed by the Borrower, and
except as would not, individually or in the aggregate, have a Materially Adverse
Effect:

                  (i)      The Property does not contain, in, on or under,
         including, without limitation, the soil and groundwater thereunder, any
         Hazardous Materials in violation of Environmental Laws or in amounts
         that could give rise to liability under Environmental Laws.

                  (ii)     The Borrower is in compliance with all applicable
         Environmental Laws, and there is no contamination or violation of any
         Environmental Law which would interfere with the continued operation of
         any of the Properties or impair the financial condition of the
         Borrower.

                  (iii)    The Borrower has not received from any Governmental
         Authority any complaint, notice of violation, alleged violation,
         investigation or advisory action or notice of potential liability
         regarding matters of environmental protection or permit compliance
         under applicable Environmental Laws with regard to the Properties, nor
         is the Borrower aware that any Governmental Authority is contemplating
         delivering to the Borrower of any such notice. There has been no
         pending or threatened complaint, notice of violation, alleged
         violation, investigation or notice of potential liability under
         Environmental Laws with regard to any of the Properties, except to the
         extent that remedial action has been taken in accordance with
         Applicable Law prior to the Agreement Date.

                  (iv)     Hazardous Materials have not been generated,
         treated, stored, disposed of, at, on or under any of the Property in
         violation of any Environmental Laws or in a manner that could give rise
         to liability under Environmental Laws, nor have any Hazardous Materials
         been transported or disposed of from any of the Properties to any other
         location in violation of any Environmental Laws or in a manner that
         could give rise to liability under Environmental Laws.

                  (v)      The Borrower is not a party to any governmental
         administrative actions or judicial proceedings pending under any
         Environmental Law with respect to any of the Properties, nor are there
         any consent decrees or other decrees, consent orders, administrative
         orders or other orders, or other administrative or judicial
         requirements outstanding under any Environmental Law with respect to
         any of the Properties.

                  (vi)     There has been no release or threat of release of
         Hazardous Materials into the environment at or from any of the
         Properties, or arising from or relating to the operations of the
         Borrower, in violation of Environmental Laws or in amounts that could
         give rise to liability under Environmental Laws, except to the extent
         that remedial action has been taken in accordance with Applicable Law
         prior to the Agreement Date.

         (y)      Liens of Record. Schedule 2 attached hereto and made a part
                  ---------------
hereof identifies all Liens of public record (other than those in favor of
either Bank) encumbering Valued Assets as of the Agreement Date.

         Section 4.2        Survival of Representations and Warranties, etc.
                            ------------------------------------------------
All representations and warranties made under this Agreement shall be deemed to
be made, and shall be true and correct, at and as of the Agreement Date and the
date of each Loan or issuance of a Letter of Credit hereunder, except to the
extent previously fulfilled in accordance with the terms hereof and to the
extent subsequently inapplicable. All representations and warranties made under
this Agreement shall survive, and not be waived by, the execution hereof by the
Banks and the Administrative Agent, any investigation or inquiry by any Bank or
the Administrative Agent, or the making of any Loan under this Agreement.

                         ARTICLE 5 - General Covenants.
                                     ------------------

         So long as any of the Obligations is outstanding and unpaid or the
Borrower shall have the right to borrow hereunder (whether or not the conditions
to borrowing have been or can be fulfilled), and unless the Required Banks shall
otherwise consent in writing:

         Section 5.1        Preservation of Existence and Similar Matter. The
                            --------------------------------------------
Borrower will, and will cause each of its Consolidated Entities and
Unconsolidated Entities to, (i) preserve and maintain their respective
existence, rights, licenses, and privileges in their respective jurisdictions of
formation and (ii) qualify and remain qualified and authorized to do business in
each jurisdiction in which such qualification is necessary in view of the
character of their respective properties or the nature of their respective
businesses requires such qualification or authorization, except for
qualifications and authorizations, the lack of which, singly or in the
aggregate, has not had and is not likely to have a Materially Adverse Effect.

         Section 5.2        Compliance with Applicable Law. The Borrower will
                            ------------------------------
comply, and will cause each of its Consolidated Entities and Unconsolidated
Entities to comply, with the requirements of all Applicable Law, the
non-compliance of which could have a Materially Adverse Effect.

         Section 5.3        Maintenance of Properties. The Borrower will
                            -------------------------
maintain, and will cause each of its Consolidated Entities and Unconsolidated
Entities to maintain, or cause to be maintained in the ordinary course of
business in good repair, working order, and condition all properties necessary
in their respective businesses (whether owned or held under lease).

         Section 5.4        Accounting Methods and Financial Records. The
                            ----------------------------------------
Borrower will maintain, and will cause each of its Consolidated Entities and
Unconsolidated Entities to maintain, a system of accounting established and
administered in accordance with GAAP, and will keep and cause each of its
Consolidated Entities and Unconsolidated Entities to keep adequate records and
books of account in which complete entries will be made in accordance with such
accounting principles consistently applied and reflecting all transactions
required to be reflected by such accounting principles.

         Section 5.5        Insurance. The Borrower will and will cause each of
                            ---------
its Consolidated Entities and Unconsolidated Entities to maintain insurance on
its assets and properties and on its operations including, but not limited to,
public liability, business interruption and fidelity coverage insurance, from
responsible insurance companies in such amounts and against such risks as shall
be customary for similar businesses. The Borrower shall at all times maintain
insurance coverage comparable to that in place on the Agreement Date, taking
into account the growth of the Borrower's business and operations after the
Agreement Date.

         Section 5.6        Payment of Taxes and Claims. The Borrower will pay
                            ---------------------------
and discharge, and will cause each of its Consolidated Entities and
Unconsolidated Entities to pay and discharge, all taxes, assessments, and
governmental charges or levies imposed upon them or upon their respective
incomes or profits or upon any properties belonging to them prior to the date on
which penalties attach thereto, and all lawful claims for labor, materials, and
supplies which, if unpaid, might become a Lien other than a Permitted Lien upon
any of their respective properties; except that, no such tax, assessment,
charge, levy, or claim need be paid which is being contested in good faith by
appropriate proceedings and for which adequate reserves shall have been set
aside on the appropriate books, but only so long as such tax, assessment,
charge, levy, or claim does not become a Lien or charge other than a Permitted
Lien and no foreclosure, distraint, sale, or similar proceedings shall have been
commenced and remain unstayed for a period thirty (30) days after such
commencement.

         Section 5.7        Visits and Inspections. The Borrower will permit,
                            ----------------------
and will cause each of its Consolidated Entities and Unconsolidated Entities to
permit, representatives of the Administrative Agent and each Bank to (a) visit
and inspect the properties of the Borrower and each of its Consolidated Entities
and Unconsolidated Entities during normal business hours subject to the rights
of tenants of such properties, (b) inspect and make extracts from and copies of
their respective books and records, and (c) discuss with their respective
principal officers its businesses, assets, liabilities, financial positions,
results of operations, and business prospects relating to the Borrower and each
of its Consolidated Entities and Unconsolidated Entities.

         Section 5.8        Payment of Indebtedness. The Borrower will pay, and
                            -----------------------
will cause each of its Consolidated Entities and Unconsolidated Entities to pay,
subject to any provisions therein regarding subordination, any and all of their
respective Indebtedness when and as the same becomes due, other than
Indebtedness the non-payment of which will not have a Materially Adverse Effect,
and which the Person obligated thereon is contesting in good faith and has
established adequate reserves on its books and records.

         Section 5.9        Use of Proceeds. The Borrower shall use the
                            ---------------
proceeds from all Loans for acquisitions, development, renovation, working
capital in the ordinary course of business and other general corporate purposes
only. The Borrower shall not, and shall not permit any other Combined Party to,
use any part of such proceeds to purchase or carry, or to reduce or retire or
refinance any credit incurred to purchase or carry, any margin stock (within the
meaning of Regulation U of the Board of Governors of the Federal Reserve System
in violation of such regulation) or to extend credit to others for the purpose
of purchasing or carrying any such margin stock in violation of such regulation.
The Borrower may use the Letters of Credit only for the same purposes for which
it may use the proceeds of Loans. The Borrower shall use the proceeds of the
initial Loans made on the Effective Date to satisfy in full all outstanding
financial obligations (other than Letters of Credit) owing by the Borrower under
that certain Amended and Restated Loan Agreement, dated as of August 27, 1999,
among the Borrower, Bank of America and Wachovia Bank, N.A. and the other Loan
Documents (as defined in such Loan Agreement).

         Section 5.10       ERISA. The Borrower shall (a) notify the Banks as
                            -----
soon as practicable of any Reportable Event and of any additional act or
condition arising in connection with any such Plan which the Borrower believes
might constitute grounds for the termination thereof by the Pension Benefit
Guaranty Corporation or for the appointment by the appropriate United States
District Court of a trustee to administer such Plan; and (b) furnish to the
Banks, promptly upon the Banks' request therefor, such additional information
concerning any such Plan as may be reasonably requested by the Banks.

         Section 5.11       Further Assurances. The Borrower will promptly
                            ------------------
cure, or cause to be cured, defects in the creation and issuance of the Notes
and the execution and delivery of the Loan Documents (including this Agreement),
resulting from any act or failure to act by the Borrower or any of its
Consolidated Entities or any employee or officer thereof. The Borrower at its
expense will promptly execute and deliver to the Administrative Agent and the
Banks, or cause to be executed and delivered to the Administrative Agent and the
Banks, all such other and further documents, agreements, and instruments in
compliance with or accomplishment of the covenants and agreements of the
Borrower in the Loan Documents, including this Agreement, or to correct any
omissions in the Loan Documents, or more fully to state the obligations set out
herein or in any of the Loan Documents, or to obtain any consents, all as may be
necessary or appropriate in connection therewith as may be reasonably requested.

         Section 5.12       Broker's Claims. The Borrower hereby indemnifies
                            ---------------
and agrees to hold the Administrative Agent and each of the Banks harmless from
and against any and all losses, liabilities, damages, costs and expenses which
may be suffered or incurred by the Administrative Agent and each of the Banks in
respect of any claim, suit, action or cause of action now or hereafter asserted
by a broker or any Person acting in a similar capacity arising from or in
connection with the execution and delivery of this Agreement or any other Loan
Document or the consummation of the transactions contemplated herein or therein
and arising out of any act or agreement of the Borrower, any Consolidated Entity
or any Unconsolidated Entity.

         Section 5.13       New Consolidated Entity Guarantors.
                            ----------------------------------

         The Borrower shall cause each Consolidated Entity that is not already a
Consolidated Entity Guarantor to execute and deliver to the Administrative Agent
a Consolidated Entity Guaranty Agreement, together with such other documents,
instruments, certificates and opinion letters as the Administrative Agent may
reasonably request; provided, however, that a Consolidated Entity Guaranty
Agreement shall not be required (a) if such Consolidated Entity is inactive, has
aggregate assets with a book value of less than $5,000,000 and has no operations
or (b) if such Consolidated Entity is prohibited under the terms of its articles
of incorporation, bylaws, operating agreement, partnership agreement,
declaration of trust or other similar organizational document from providing
Guaranties of Indebtedness of any other Person; provided, however, that the
Valued Assets of such Consolidated Entity and all other Consolidated Entities
not providing a Consolidated Entity Guaranty Agreement pursuant to this
subsection (b) shall not exceed 10.0% of Total Assets at any time.

                       ARTICLE 6 - Information Covenants.
                                   ----------------------
         So long as any of the Obligations are outstanding and unpaid or the
Borrower has a right to borrow hereunder (whether or not the conditions to
borrowing have been or can be fulfilled) and unless the Required Banks shall
otherwise consent in writing, the Borrower will furnish or cause to be furnished
to each Bank and to the Administrative Agent at their respective offices:

         Section 6.1        Quarterly Financial Statements and Information.
                            ----------------------------------------------
Within forty-five (45) days after the last day of each quarter in each calendar
year, except the last quarter in each calendar year, the balance sheet of the
Borrower and its Consolidated Entities as at the end of such quarter, and the
related statement of income and cash flows for the elapsed portion of the year
ended with the last day of such quarter, all of which shall be on a consolidated
basis with the Borrower's Consolidated Entities, and certified by an Authorized
Signatory of the Borrower to, in his or her opinion, present fairly, in
accordance with GAAP, the financial position of the Borrower and its
Consolidated Entities, as at the end of such period and the results of
operations for such period, and for the elapsed portion of the year ended with
the last day of such period, subject only to normal year-end adjustments.

         Section 6.2       Annual Financial Statements and Information:
                           --------------------------------------------
                           Certificate of No Default.
                           --------------------------
         (a)     Within ninety (90) days after the end of each calendar year,
the audited balance sheets of the Borrower and its Consolidated Entities, as at
the end of such calendar year, all of which shall be on a consolidated basis
with the Borrower and the Borrower's Consolidated Entities, and the related
audited statements of income and retained earnings and related audited
statements of cash flows for such calendar year, which financial statements
shall set forth in comparative form such figures as at the end of and for the
previous calendar year, and shall be accompanied by an opinion of a firm of
independent certified public accountants of nationally recognized standing
selected by the Borrower, together with a statement of such accountants
certifying that no Default or Event of Default, including, without limitation,
any Default under Sections 7.7, 7.8, 7.9. 7.10, 7.11, 7.12, 7.13 and 7.16.
hereof was detected during the examination of the Borrower, and that such
accountants have authorized the Borrower to deliver such financial statements
and opinion thereon to the Administrative Agent and the Banks pursuant to this
Agreement.

         (b)     Within ninety (90) days after the end of each calendar year,
the audited balance sheets of each of Wildwood Associates and CSC Associates,
L.P., and the unaudited consolidating balance sheets and income statements of
the Borrower and its other Consolidated Entities.

         Section 6.3       Performance Certificates. Within forty-five (45)
                           ------------------------
days after the last day of each of the first three quarters in each calendar
year and within ninety (90) days after the last day of the end of each fiscal
year, a certificate ("Compliance Certificate") of an Authorized Signatory of the
Borrower in substance satisfactory to the Required Banks and in the form
attached hereto as Exhibit G and made a part hereof:
                   ---------

         (a)      Setting forth as at the end of such quarter or calendar year,
as the case may be, the arithmetical calculations required to establish whether
or not the Borrower was in compliance with the requirements of 7.7, 7.8, 7.9,
7.10, 7.11, 7.12, 7.13 and 7.16 hereof; and

         (b)      Stating that, to the best of his or her knowledge, no
Default or Event of Default has occurred during the preceding quarter or year to
which the certificate relates, as the case may be, or, if a Default or an Event
of Default has occurred to his or her knowledge, disclosing each such Default or
Event of Default and its nature, when it occurred, whether it is continuing, and
the steps being taken by the Borrower with respect to such Default or Event of
Default.

Any other provision of this Agreement notwithstanding, information related to
the assets, liabilities or financial performance of Charlotte Gateway Village,
LLC is reflected on such Compliance Certificates for information purposes only
and is not relevant to Borrower's compliance with any covenants set forth herein
until such time as the assets, liabilities and financial performance of
Charlotte Gateway Village, LLC are required to be included in such calculations
for compliance purposes as described in the definition of Charlotte Gateway
Village, LLC.

         Section 6.4       Copies of Other Reports.
                           ------------------------

         (a)     Promptly upon receipt thereof, copies of all reports, if
any, submitted to the Borrower by its independent public accountants regarding
the Borrower or any of its Consolidated Entities, including, without limitation,
any management report prepared in connection with the annual audit referred to
in Section 6.2 hereof.

         (b)     Promptly after the preparation of the same, copies of all
material reports or financial information filed with any governmental agency,
department, bureau, division or other governmental authority or regulatory body
(including, without limitation, the Securities and Exchange Commission) or
evidencing facts or containing information which could have a Materially Adverse
Effect.

         (c)     From time to time and promptly upon each request, such data,
certificates, reports, statements, documents, or further information regarding
the business, assets, liabilities, financial position, projections, results of
operations of the Borrower or any of its Consolidated Entities as the
Administrative Agent may reasonably request.

         Section 6.5       Notice of Litigation and Other Matters. Prompt
                           --------------------------------------
notice of the following events as to which the Borrower has received notice or
otherwise become aware thereof:

         (a)     The commencement of all material proceedings and
investigations by or before any governmental body and all actions and
proceedings in any court or before any arbitrator (i) against or, (ii) to the
extent known to the Borrower, in any other way relating adversely and directly
to the Borrower, any of its Consolidated Entities or any Unconsolidated
Entities, or any of their respective properties, assets, or businesses, or which
calls into question the validity of this Agreement or any other Loan Document,
except where the adverse outcome of such proceeding or investigation is not
likely to have a Materially Adverse Effect;

         (b)     Any change with respect to the business, assets,
liabilities, financial position, or results of operations of the Borrower, any
of its Consolidated Entities or any Unconsolidated Entities, other than changes
in the ordinary course of business which have not had and are not likely to have
a Materially Adverse Effect;

         (c)     Any Default or default by the Borrower under any agreement
(other than this Agreement) to which the Borrower, any of its Consolidated
Entities or any Unconsolidated Entities is party or by any of their respective
properties is bound which is likely to have a Materially Adverse Effect or the
occurrence of any other event which could have a Materially Adverse Effect,
giving in each case the details thereof and specifying the action proposed to be
taken with respect thereto;

         (d)     Any Default or Event of Default under any Loan Document, which
notice shall be in writing and shall state that it is a "Notice of Default";

         (e)     The occurrence of any Reportable Event or a "prohibited
transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of
the Code) with respect to any Plan of the Borrower or any of its ERISA
Affiliates or the institution or threatened institution by the Pension Benefit
Guaranty Corporation of proceedings under ERISA to terminate or to partially
terminate any such Plan or the commencement or threatened commencement of any
litigation regarding any such Plan or naming it or the Trustee of any such Plan
with respect to such Plan; and

         (f)     The occurrence of any event subsequent to the Agreement Date
which, if such event had occurred prior to the Agreement Date, would have
constituted an exception to the representation and warranty in Section 4.1(x) of
this Agreement.

                         ARTICLE 7 - Negative Covenants.
                                     -------------------

         So long as any of the Obligations is outstanding and unpaid or the
Borrower has a right to borrow hereunder (whether or not the conditions to
borrowing have been or can be fulfilled) and unless the Required Banks shall
otherwise give their prior consent in writing:

         Section 7.1       Indebtedness of the Borrower. The Borrower shall
                           ----------------------------
not create, assume, incur or otherwise become or remain obligated in respect of,
or permit to be outstanding, and shall not permit any of its Consolidated
Entities or Unconsolidated Entities to create, assume, incur or otherwise become
or remain obligated in respect of, or permit to be outstanding, any Indebtedness
except (which in each case shall be subject to compliance with Section 7.8
hereof both before and after giving effect to such Indebtedness):

         (a)     Indebtedness under this Agreement, the Notes and the other Loan
 Documents;

         (b)     Trade accounts payable, accrued expenses, customer advance
payments, contractual obligations to suppliers, customers, tenants and
contractors incurred in the ordinary course of business or in conjunction with
asset purchases, and other current liabilities (other than Indebtedness for
Money Borrowed) incurred in the ordinary course of business;

         (c)     Indebtedness secured by Permitted Liens;

         (d)     Indebtedness not to exceed $200,000,000 of Wildwood Associates
(exclusive of Indebtedness permitted under Section 7.1(c) hereof);

         (e)     Indebtedness of the Borrower pursuant to the Underlying CSC
Note;

         (f)     Indebtedness to the Massell interests not to exceed $280,000 in
the aggregate outstanding from time to time;

         (g)     Indebtedness between or among the Combined Parties;

         (h)     Indebtedness undertaken in connection with the issuance of
payment and performance bonds or other similar surety bonds in an aggregate
principal amount outstanding at any time not to exceed $15,000,000; and

         (i)     Indebtedness attributable to Guaranties permitted under Section
7.6 hereof.

         Section 7.2       Investments. The Borrower shall not and shall not
                           -----------
permit any of its Consolidated Entities or Unconsolidated Entities to, make any
loan, advance, or otherwise acquire evidences of Indebtedness, capital stock or
other securities of any Person, except that such Persons (a) may make
investments in and loans and advances to and otherwise acquire evidences of
Indebtedness of the Borrower and its Consolidated Entities and Unconsolidated
Entities, (b) may purchase or otherwise acquire or own Indebtedness for Money
Borrowed secured by real property having a value equal to or greater than the
purchase price of such Indebtedness on the acquisition date, (c) may purchase or
otherwise acquire or own up to $5,000,000 of other investments, loans, advances
and evidences of Indebtedness outstanding from time to time, (d) may acquire the
capital stock or other securities of any Person engaged in a business similar to
that of the Borrower and its Consolidated Entities and (e) may make Restricted
Payments to the extent permitted under Section 7.7. Notwithstanding the
foregoing, in addition to the $5,000,000 limitation in clause 7.2(c), the
Borrower may make investments of its working capital and other reserves (A) in
such investments as the Borrower deems appropriate having maturities not to
exceed ninety (90) consecutive days, and (B) in money market mutual funds.

         Section 7.3       Limitation on Liens. The Borrower shall not create,
                           -------------------
assume, incur or permit to exist or to be created, assumed, incurred or
permitted to exist, directly or indirectly, and shall not permit any of its
Consolidated Entities or Unconsolidated Entities to create, assume, incur, or
permit to exist or to be created, assumed, incurred or permitted to exist,
directly or indirectly, any Lien on any of its properties or assets, whether now
owned or hereafter acquired, except for Permitted Liens, and shall not covenant
or agree, or permit any of its Consolidated Entities or Unconsolidated Entities
to covenant or agree, with any third party that it will not create, assume,
incur or permit to exist or to be created, assumed, incurred or permitted to
exist any Lien on any of its material assets or properties other than Permitted
Liens (and with respect to the assets secured by such Permitted Liens) or in
connection with the Indebtedness described in Section 7.1 (e) hereof.

         Section 7.4       Amendment and Waiver. The Borrower shall not,
                           --------------------
without the prior written consent of the Required Banks, enter into any material
amendment of, or agree to or accept any material waiver of its by-laws or
articles of incorporation, which would adversely affect the rights of the
Administrative Agent and the Banks under this Agreement or any other Loan
Document.

         Section 7.5       Liquidation; Disposition or Acquisition of Assets.
                           -------------------------------------------------

         (a)     The Borrower shall not, and shall not permit any of its
Consolidated Entities or Unconsolidated Entities to, at any time except for
dispositions by Consolidated Entities or Unconsolidated Entities of their
respective businesses, assets or rights to the Borrower or another Consolidated
Entity or Unconsolidated Entity, (i) liquidate or dissolve itself (or suffer any
liquidation or dissolution, including, without limitation, the announcement or
adoption of any plan of dissolution) or otherwise wind up, or (ii) enter into
any merger or consolidation (other than a merger or consolidation having the
Borrower or, if the Borrower is not a party to such merger or consolidation, an
Unconsolidated Entity or a Consolidated Entity, as the case may be, as the
surviving entity).

         (b)     The Borrower shall not, and shall not permit any
Consolidated Entity to sell any single improved, income producing real property
the net cash proceeds of which would upon closing exceed $20,000,000 without the
prior written consent of the Required Banks. Notwithstanding the foregoing, the
Required Banks' consent to such sale shall not be required if Borrower provides
to the Banks, prior to such asset sale, a Compliance Certificate reflecting
Borrower's compliance with the covenants and matters addressed in such
Compliance Certificate after giving effect to such asset sale.

         Section 7.6       Limitation on Guaranties. The Borrower shall not,
                           ------------------------
and shall not permit any of its Consolidated Entities or Unconsolidated Entities
to, at any time Guaranty, or assume, be obligated with respect to, or permit to
be outstanding any Guaranty of, any obligation of any other Person other than
(a) obligations under any Loan Document, (b) obligations under agreements to
indemnify Persons who have issued bid or performance bonds or letters of credit
issued in lieu of such bonds in the ordinary course of business of such Person
securing performance by such Person of activities otherwise permissible
hereunder and only on behalf of the Borrower, its Consolidated Entities or the
Unconsolidated Entities, (c) a Guaranty by endorsement of negotiable instruments
for collection in the ordinary course of business, (d) Guaranties with respect
to environmental matters on any Property, (e) recourse Indebtedness permitted
hereunder, (f) Guaranties of completion or performance obligations, (g)
obligations of the Borrower, its Consolidated Entities or Unconsolidated
Entities which are permitted under this Agreement, (h) Guaranties existing as of
the Agreement Date, and (i) Guaranties in favor of the Borrower, an
Unconsolidated Entity or a Consolidated Entity.

         Section 7.7       Restricted Payments. The Borrower shall not, and
                           -------------------
shall not permit any of its Consolidated Entities or Unconsolidated Entities to,
directly or indirectly, declare or make any Restricted Payment; provided,
                                                                --------
however, that: (a) the Borrower may declare or make cash distributions to its
-------
shareholders during any fiscal year in an aggregate amount not to exceed the
greatest of (i) 90.0% of Consolidated Funds From Operations of the Borrower for
such fiscal year, (ii) the minimum amount necessary for the Borrower to remain
qualified as a REIT under the Code or (iii) 100.0% of the "real estate
investment trust taxable income" of the Borrower as defined and adjusted in
Section 857(b)(3) of the Code; (b) the Borrower may make cash distributions to
its shareholders of capital gains resulting from gains from certain asset sales
to the extent necessary to avoid payment of taxes on such asset sales imposed
under Sections 857(b)(3) and 4981 of the Code; (c) the Borrower may make cash
payments to repurchase outstanding shares of any of its common stock or other
similar common equity interests so long as no Default or Event of Default exists
which has not been cured or waived in accordance with this Agreement within a
period of ninety (90) days from the date that the Borrower knew or should have
known of such Default or Event of Default; and (d) the Borrower's Consolidated
Entities and Unconsolidated Entities may make Restricted Payments to (i) the
Borrower and to the Borrower's Consolidated Entities and Unconsolidated Entities
and (ii) any partner, member or shareholder of such Person required pursuant to
contract or to the applicable articles of incorporation and by-laws, limited
liability company articles of organization and operating agreement, or
partnership agreement, as the case may be, of such Person. Notwithstanding the
foregoing, but subject to the following sentence and except as provided in
clause (c) above, if a Default or Event of Default shall have occurred and be
continuing, the Borrower may only declare or make cash distributions to its
shareholders during any fiscal year in an aggregate amount not to exceed the
minimum amount necessary for the Borrower to remain qualified as a REIT under
the Code. If a Default or Event of Default specified in Section 8.1(g) or (h)
shall have occurred and be continuing, or if any Obligations hereunder remain
outstanding after the Maturity Date, the Borrower shall not, and shall not
permit any of its Consolidated Entities or Unconsolidated Entities to, make any
Restricted Payments to any Person whatsoever other than to the Borrower or any
Consolidated Entity.

         Section 7.8       Leverage Ratio.  The Borrower shall not permit at any
                           --------------
time the Leverage Ratio to exceed sixty percent (60%).

         Section 7.9       Secured Debt Ratio. The Borrower shall not permit
                           ------------------
at any time the ratio of (a) Secured Debt of the Borrower, the Consolidated
Entities and the Unconsolidated Entities to (b) Total Assets to exceed
fifty-five percent (55%).

         Section 7.10      Minimum Stockholders' Investment. The Borrower
                           --------------------------------
shall at all times maintain a Stockholders' Investment of not less than the sum
of (a) $350,000,000 and (b) ninety-five percent (95 %) of the amount of proceeds
(net of transaction costs) received by Borrower from the issuance of shares of
capital stock, options, warrants or other equity securities of any class or
character after June 30, 2001.

         Section 7.11      Interest Coverage Ratio. The Borrower shall for
                           -----------------------
each fiscal quarter and fiscal year maintain a ratio of (a) Adjusted EBITDA of
the Borrower and its Consolidated Entities (including a pro rata share of
Adjusted EBITDA for the Unconsolidated Entities) to (b) Interest Expense of not
less than 2.25 to 1; provided, however, that the Interest Expense and Adjusted
EBITDA attributable to Charlotte Gateway Village, LLC shall only be included at
any time of calculation when required to be included pursuant to the provisions
of the definition of Charlotte Gateway Village, LLC.

         Section 7.12      Unsecured Interest Coverage Ratio. The Borrower shall
                           ---------------------------------
for each fiscal quarter and fiscal year maintain a ratio of (a) Adjusted EBITDA
for Unsecured Properties wholly owned by the Borrower or owned by any of its
Consolidated Entities to (b) Interest Expense attributable to Unsecured Debt of
the Borrower and its Consolidated Entities of not less than 2.00 to 1.

         Section 7.13      Availability. The Borrower shall not, at any time,
                           ------------
permit the sum of (a) the Loans and (b) the Letter of Credit Obligations to
exceed the Availability Restriction on such date.

         Section 7.14      Affiliate Transactions. Except for agreements which
                           ----------------------
are direct cost or direct revenue pass through in nature, the Borrower shall
not, and shall not permit any of its Consolidated Entities or Unconsolidated
Entities to, at any time engage in any transaction with an Affiliate, nor make
an assignment or other transfer of any of its assets to any Affiliate, on terms
materially less advantageous than would be the case if such transaction had been
effected with a non-Affiliate.

         Section 7.15      ERISA Liabilities. The Borrower shall not, and
                           -----------------
shall not permit any ERISA Affiliate to, fail to meet all of the applicable
minimum funding requirements of ERISA and the Code, without regard to any
waivers thereof, and, to the extent that the assets of any of its Plans would be
less than an amount sufficient to provide all accrued benefits payable under
such Plans, shall make the maximum deductible contributions allowable under the
Code. The Borrower shall not, and shall not permit any ERISA Affiliate to,
become a participant in any Multiemployer Plan, except as may be required by the
Collective Bargaining Agreement referenced in Section 4.1(g) hereof.

         Section 7.16      Fixed Charges Coverage Ratio. The Borrower shall
                           ----------------------------
for each fiscal quarter and fiscal year maintain a ratio of (a) Adjusted EBITDA
of the Borrower and its Consolidated Entities (including a pro rata share of
Adjusted EBITDA for the Unconsolidated Entities) to (b) Fixed Charges of not
less than 2.00 to 1; provided, however, that the Interest Expense, Adjusted
                     --------  -------
EBITDA and Fixed Charges attributable to Charlotte Gateway Village, LLC shall
only be included at any time of calculation when required to be included
pursuant to the provisions of the definition of Charlotte Gateway Village, LLC.

                              ARTICLE 8 - Default.
                                          --------
         Section 8.1       Events of Default. Each of the following shall
                           -----------------
constitute an Event of Default, whatever the reason for such event and whether
it shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment or order of any court or any order, rule, or regulation
of any governmental or non-governmental body:

         (a)     Any representation or warranty made under this Agreement
shall prove incorrect or misleading in any material respect when made or deemed
to have been made;

         (b)     The Borrower shall default, after receipt of notice from the
Administrative Agent, in the payment of any principal, interest or fees payable
hereunder or under the Notes, or any of them, or under the other Loan Documents;
provided, however, that the Administrative Agent shall not be required to
--------  -------
provide more than two (2) such notices in any calendar year, and any default in
the payment of any principal, interest or fees payable hereunder or under the
Notes, or any of them, or under the other Loan Documents after the second (2nd)
such notice in any calendar year shall be an automatic Event of Default
hereunder;

         (c)     The Borrower shall default in the performance or observance
of any agreement or covenant contained in Article 6 or Article 7 hereof;
provided, however, (i) Borrower's failure to give notice of a Default when
--------  -------
required to do so under Section 6.5(d) hereof shall not constitute an Event of
Default if the applicable Default does not itself become an Event of Default,
and (ii) an Event of Default resulting from Borrower's failure to give notice of
the occurrence of another Event of Default when required to do so under Section
6.5(d) hereof shall be deemed waived if such other Event of Default is waived
pursuant to the terms hereof;

         (d)     The Borrower shall default in the performance or observance
of any other agreement or covenant contained in this Agreement not specifically
referred to elsewhere in this Section 8.1, and such Default shall not be cured
to the Administrative Agent's and Syndication Agent's satisfaction within a
period of thirty (30) days from the date the Borrower becomes aware of the
occurrence of such default;

         (e)     There shall occur any default in the performance or
observance of any agreement or covenant or breach of any representation or
warranty contained in any of the Loan Documents (other than this Agreement or as
otherwise provided in Section 8.1 of this Agreement), which shall not be cured
to the Administrative Agent's and Syndication Agent's satisfaction within the
applicable cure period, if any, provided for in such Loan Document or thirty
(30) days from the date the Borrower becomes aware of the breach or default if
no cure period is provided in such Loan Document;

         (f)     Any Person (together with Affiliates of such Person), other
than Thomas G. Cousins (together with his heirs and administrators and any other
devisees or beneficiaries under his will and related trusts), shall have,
directly or indirectly, a beneficial ownership of more than twenty-five percent
(25%) of the voting equity interests or voting securities or the power to direct
or cause the direction of the management and policies of the Borrower;

         (g)     There shall be entered a decree or order for relief in
respect of any of the Borrower, its Consolidated Entities or any Unconsolidated
Entity under Title 11 of the United States Code, as now constituted or hereafter
amended, or any other applicable federal or state bankruptcy law or other
similar law, or appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator, or similar official of any of the Borrower, any of its
Consolidated Entities or any Unconsolidated Entity, or of any substantial part
of their respective properties, or ordering the winding-up or liquidation of the
affairs of any of the Borrower, its Consolidated Entities or any Unconsolidated
Entity, or an involuntary petition shall be filed against any of the Borrower,
its Consolidated Entities or any Unconsolidated Entity, and a temporary stay
entered, and (i) such petition and stay shall not be diligently contested, or
(ii) any such petition and stay shall continue undismissed for a period of
thirty (30) consecutive days;

         (h)     The Borrower, any of its Consolidated Entities or any
Unconsolidated Entity shall file a petition, answer, or consent seeking relief
under Title 11 of the United States Code, as now constituted or hereafter
amended, or any other applicable federal or state bankruptcy law or other
similar law, or any of the Borrower, its Consolidated Entities or any
Unconsolidated Entity shall consent to the institution of proceedings thereunder
or to the filing of any such petition or to the appointment or taking of
possession of a receiver, liquidator, assignee, trustee, custodian,
sequestrator, or other similar official of any of the Borrower, its Consolidated
Entities or any Unconsolidated Entity, or of any substantial part of their
respective properties, or the Borrower, any of its Consolidated Entities or any
Unconsolidated Entity shall fail generally to pay their respective debts as they
become due or the Borrower, any of its Consolidated Entities or any
Unconsolidated Entity shall take any corporate or partnership action to
authorize any such action;

         (i)     A final judgment shall be entered by any court against the
Borrower, any of its Consolidated Entities or any Unconsolidated Entity for the
payment of money which exceeds $750,000, which judgment is not covered by
insurance or a warrant of attachment or execution or similar process shall be
issued or levied against property of the Borrower, any of its Consolidated
Entities or any Unconsolidated Entity which, together with all other such
property of the Borrower, its Consolidated Entities or any Unconsolidated Entity
subject to other such process, exceeds in value $750,000 in the aggregate, and
if, within thirty (30) days after the entry, issue, or levy thereof, such
judgment, warrant, or process shall not have been paid or discharged or stayed
pending appeal, or if, after the expiration of any such stay, such judgment,
warrant, or process shall not have been paid or discharged;

         (j)     (i) There shall be at any time any "accumulated funding
deficiency," as defined in ERISA or in Section 412 of the Code, with respect to
any Plan; or (ii) a trustee shall be appointed by a United States District Court
to administer any Plan; or the Pension Benefit Guaranty Corporation shall
institute proceedings to terminate any Plan; or (iii) any of the Borrower and
its ERISA Affiliates shall incur any liability to the Pension Benefit Guaranty
Corporation in connection with the termination of any Plan; or (iv) any Plan or
trust created under any Plan of any of the Borrower and its ERISA Affiliates
shall engage in a non-exempt "prohibited transaction" (as such term is defined
in Section 406 of ERISA or Section 4975 of the Code) which would subject the
Borrower or any ERISA Affiliate to the tax or penalty on "prohibited
transactions" imposed by Section 502 of ERISA or Section 4975 of the Code; and
by reason of any or all of the events described in clauses (i) through (iv), as
applicable, the Borrower shall have waived (and/or is likely to incur) and/or
incurred liability in excess of $1,000,000 in the aggregate;

         (k)     (a) There shall occur any default under any indenture,
agreement, or instrument evidencing Indebtedness for Money Borrowed (other than
Non-Recourse Indebtedness for Money Borrowed) in excess of $1,000,000 of the
Borrower, any of its Consolidated Entities or any Unconsolidated Entity, which
default is not cured or waived within any applicable cure, notice or notice and
cure period and which default shall give the holder thereof the right to
accelerate the obligations thereunder or (b) there shall occur any default under
any indenture, agreement, or instrument evidencing Non-Recourse Indebtedness for
Money Borrowed in excess of $10,000,000 of the Borrower, any of its Consolidated
Entities or any Unconsolidated Entity, which default is not cured or waived
within any applicable cure, notice or notice and cure period and which default
shall give the holder thereof the right to accelerate the obligations thereunder
or;

         (l)     All or any portion of any Loan Document shall at any time
and for any reason be declared by a court of competent jurisdiction in a suit
with respect to such Loan Document to be null and void, or a proceeding shall be
commenced by any governmental authority involving a legitimate dispute or by the
Borrower or any of its Consolidated Entities, having jurisdiction over the
Borrower or any of its Consolidated Entities, seeking to establish the
invalidity or unenforceability thereof (exclusive of questions of interpretation
of any provision thereto), or the Borrower or any of its Consolidated Entities
shall deny that it has any liability or obligation for the payment of principal
or interest purported to be created under any Loan Document;

         (m)     The Borrower shall at any time cease to be qualified as a REIT
for any purpose under the Code;

         (n)     (i) Thomas G. Cousins shall cease to be the Chairman of the
Board of the Borrower and (ii) any three (3) of the following (or any successors
thereto approved in writing by the Banks) shall cease to be actively involved in
the management of the Borrower, its Consolidated Entities and its Unconsolidated
Entities: Joel T. Murphy, George J. Berry, Tom G. Charlesworth, R. Dary Stone,
John L. Murphy, W. James Overton, Craig B. Jones, Kelly H. Barrett and Dara J.
Nicholson, and in either case, the Borrower shall have failed to provide
replacement management satisfactory to the Banks in their sole discretion within
ninety (90) days from the occurrence thereof; or

         (o)     There shall occur any event which has or is reasonably likely
to have a Materially Adverse Effect.

         Section 8.2       Remedies.  If an Event of Default shall have occurred
                           --------
 and shall be continuing:

         (a)     With the exception of an Event of Default specified in
Sections 8.1(g) or (h), the Administrative Agent shall at the request, or may
with the consent, of the Required Banks, by notice to the Borrower (i) declare
the Notes, all interest thereon and all other amounts payable under this
Agreement and the other Loan Documents to be forthwith due and payable,
whereupon the Notes, all such interest and all such amounts shall become and be
forthwith due and payable, without presentment, demand, protest or further
notice of any kind, all of which are hereby expressly waived by the Borrower
and/or (ii) terminate the Commitment and (iii) require the Borrower to, and the
Borrower shall thereupon, deposit in an interest bearing account with the
Administrative Agent, as cash collateral for the Obligations, an amount equal to
the maximum amount currently or at any time thereafter to be drawn on all
outstanding Letters of Credit, and the Borrower hereby pledges to the
Administrative Agent, the Banks and the Issuing Bank and grants to them a
security interest in, all such cash as security for the Obligations.

         (b)     Upon the occurrence of an Event of Default under Sections
8.1(g) and (h) hereof, the Commitment shall automatically terminate and all
principal, interest (including without limitation, interest which would have
accrued but for the commencement of a case or proceeding under the Federal
bankruptcy laws), Letter of Credit Obligations and other amounts payable under
this Agreement or the Notes shall thereupon and concurrently therewith become
due and payable, all without any action by the Administrative Agent, the Issuing
Bank or the Banks or the holders of the Notes, and the Borrower shall thereupon
forthwith deposit in an interest bearing account with the Administrative Agent,
as cash collateral for the Obligations, an amount equal to the maximum amount
currently or at any time thereafter available to be drawn on all outstanding
Letters of Credit, all without presentment, demand, protest or other notice of
any kind, all of which are expressly waived, anything in this Agreement or in
the Notes to the contrary notwithstanding, and the Borrower hereby pledges to
the Administrative Agent, the Banks and the Issuing Bank, and grants to the
Administrative Agent, the Banks and the Issuing Bank a security interest in, all
such cash as security for the Obligations.

         (c)     The Administrative Agent, with the concurrence of the
Required Banks, shall exercise all of the post-default rights granted to it and
to them under the Loan Documents or under Applicable Law.

         (d)     The rights and remedies of the Administrative Agent, the
Issuing Banks and the Banks hereunder shall be cumulative, and not exclusive.

         (e)     In the event that the Administrative Agent establishes a
cash collateral account as contemplated by this Section 8.2, the Administrative
Agent shall invest all funds in such account in such Investments as the
Administrative Agent in its sole and absolute discretion deems appropriate. The
Borrower hereby acknowledges and agrees that any interest earned on such funds
shall be retained by the Administrative Agent, for the benefit of the Banks and
the Issuing Bank, as additional collateral for the Obligations. Upon
satisfaction in full of all Obligations, the Administrative Agent shall pay any
amounts then held in such account to the Borrower.

                      ARTICLE 9 - The Administrative Agent.
                                  -------------------------

         Section 9.1      Appointment and Authorization of Administrative Agent.
                          -----------------------------------------------------

         (a)     Each Bank hereby irrevocably appoints, designates and
authorizes the Administrative Agent to take such action on its behalf under the
provisions of this Agreement and each other Loan Document and to exercise such
powers and perform such duties as are expressly delegated to it by the terms of
this Agreement or any other Loan Document, together with such powers as are
reasonably incidental thereto. Notwithstanding any provision to the contrary
contained elsewhere herein or in any other Loan Document, the Administrative
Agent shall not have any duties or responsibilities, except those expressly set
forth herein, nor shall the Administrative Agent have or be deemed to have any
fiduciary relationship with any Bank or participant, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read
into this Agreement or any other Loan Document or otherwise exist against the
Administrative Agent. Without limiting the generality of the foregoing sentence,
the use of the term "agent" herein and in the other Loan Documents with
reference to the Administrative Agent is not intended to connote any fiduciary
or other implied (or express) obligations arising under agency doctrine of any
applicable law. Instead, such term is used merely as a matter of market custom,
and is intended to create or reflect only an administrative relationship between
independent contracting parties.

         (b)     The Issuing Bank shall act on behalf of the Banks with
respect to any Letters of Credit issued by it and the documents associated
therewith until such time (and except for so long) as the Administrative Agent
may agree at the request of the Required Banks to act for the Issuing Bank with
respect thereto; provided, however, that subject to the limitations set forth in
                 --------  -------
this Article, the Issuing Bank shall have all of the benefits and immunities (i)
provided to the Administrative Agent in this Article with respect to any acts
taken or omissions suffered by the Issuing Bank in connection with Letters of
Credit issued by it or proposed to be issued by it and the application and
agreements for letters of credit pertaining to the Letters of Credit as fully as
if the term "Administrative Agent" as used in this Article included the Issuing
Bank with respect to such acts or omissions, and (ii) as additionally provided
herein with respect to the Issuing Bank.

         Section 9.2       Delegation of Duties.
                           --------------------

         The Administrative Agent may execute any of its duties under this
Agreement or any other Loan Document by or through agents, employees or
attorneys-in-fact and shall be entitled to advice of counsel and other
consultants or experts concerning all matters pertaining to such duties. The
Administrative Agent shall not be responsible for the negligence or misconduct
of any agent or attorney-in-fact that it selects in the absence of gross
negligence or willful misconduct.

         Section 9.3       Liability of Administrative Agent.
                           ---------------------------------

         No Agent-Related Person shall (a) be liable for any action taken or
omitted to be taken by any of them under or in connection with this Agreement or
any other Loan Document or the transactions contemplated hereby (except for its
own gross negligence or willful misconduct in connection with its duties
expressly set forth herein), or (b) be responsible in any manner to any Bank or
participant for any recital, statement, representation or warranty made by the
Borrower, any of its Affiliates or any of their respective officers, contained
herein or in any other Loan Document, or in any certificate, report, statement
or other document referred to or provided for in, or received by the
Administrative Agent under or in connection with, this Agreement or any other
Loan Document, or the validity, effectiveness, genuineness, enforceability or
sufficiency of this Agreement or any other Loan Document, or for any failure of
the Borrower or any other party to any Loan Document to perform its obligations
hereunder or thereunder. No Agent-Related Person shall be under any obligation
to any Bank or participant to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this
Agreement or any other Loan Document, or to inspect the properties, books or
records of the Borrower or any of its Affiliates.

         Section 9.4       Reliance by Administrative Agent.
                           --------------------------------

         (a)     The Administrative Agent shall be entitled to rely, and
shall be fully protected (absent the gross negligence or willful misconduct of
the Administrative Agent) in relying, upon any writing, communication,
signature, resolution, representation, notice, consent, certificate, affidavit,
letter, telegram, facsimile, telex or telephone message, statement or other
document or conversation believed by it to be genuine and correct and to have
been signed, sent or made by the proper Person or Persons, and upon advice and
statements of legal counsel (including counsel to the Borrower or any of its
Affiliates), independent accountants and other experts selected by the
Administrative Agent. The Administrative Agent shall be fully justified in
failing or refusing to take any action under any Loan Document unless it shall
first receive such advice or concurrence of the Required Banks as it deems
appropriate and, if it so requests, it shall first be indemnified to its
reasonable satisfaction by the Banks against any and all liability and expense
which may be incurred by it by reason of taking or continuing to take any such
action. The Administrative Agent shall in all cases be fully protected in
acting, or in refraining from acting, under this Agreement or any other Loan
Document in accordance with a request or consent of the Required Banks or all
the Banks, if required hereunder, and such request and any action taken or
failure to act pursuant thereto shall be binding upon all the Banks and
participants. Where this Agreement expressly permits or prohibits an action
unless the Required Banks otherwise determine, the Administrative Agent shall,
and in all other instances, the Administrative Agent may, but shall not be
required to, initiate any solicitation for the consent or a vote of the Banks.

         (b)     For purposes of determining compliance with the conditions
specified in Article 3, each Bank that has signed this Agreement shall be deemed
to have consented to, approved or accepted or to be satisfied with, each
document or other matter either sent by the Administrative Agent prior to the
Effective Date to such Bank for consent, approval, acceptance or satisfaction,
or required thereunder to be consented to or approved by or acceptable or
satisfactory to a Bank prior to the Effective Date.

         Section 9.5       Notice of Default.
                           -----------------

         The Administrative Agent shall not be deemed to have knowledge or
notice of the occurrence of any Default or Event of Default, except with respect
to defaults in the payment of principal, interest and fees required to be paid
to the Administrative Agent for the account of the Banks, unless the
Administrative Agent shall have received written notice from a Bank or the
Borrower referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default." The
Administrative Agent will promptly notify the Banks of its receipt of any such
notice. The Administrative Agent shall take such action with respect to such
Default or Event of Default as may be directed by the Required Banks in
accordance with Article 8; provided, however, that unless and until the
                           --------  -------
Administrative Agent has received any such direction, the Administrative Agent
may (but shall not be obligated to) take such action, or refrain from taking
such action, with respect to such Default or Event of Default as it shall deem
advisable or in the best interest of the Banks.

         Section 9.6       Credit Decision; Disclosure of Information by  Agent.
                           -----------------------------------------------------
                           Administrative
                           --------------

         Each Bank acknowledges that no Agent-Related Person has made any
representation or warranty to it, and that no act by the Administrative Agent
hereafter taken, including any consent to and acceptance of any assignment or
review of the affairs of the Borrower or any of its Affiliates, shall be deemed
to constitute any representation or warranty by any Agent-Related Person to any
Bank as to any matter, including whether Agent-Related Persons have disclosed
material information in their possession. Each Bank represents to the
Administrative Agent that it has, independently and without reliance upon any
Agent-Related Person and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, property, financial and other condition and
creditworthiness of the Borrower and its other Affiliates, and all Applicable
Laws relating to the transactions contemplated hereby, and made its own decision
to enter into this Agreement and to extend credit to the Borrower hereunder.
Each Bank also represents that it will, independently and without reliance upon
any Agent-Related Person and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Agreement and
the other Loan Documents, and to make such investigations as it deems necessary
to inform itself as to the business, prospects, operations, property, financial
and other condition and creditworthiness of the Borrower and its Affiliates.
Except for notices, reports and other documents expressly required to be
furnished to the Banks by the Administrative Agent herein, the Administrative
Agent shall not have any duty or responsibility to provide any Bank with any
credit or other information concerning the business, prospects, operations,
property, financial and other condition or creditworthiness of any of the
Borrower or any of its Affiliates which may come into the possession of any
Agent-Related Person. Each Bank acknowledges that the Administrative Agent's
legal counsel in connection with the transactions contemplated by this Agreement
is only acting as counsel to the Administrative Agent and is not acting as
counsel to such Bank.

         Section 9.7       Indemnification of Administrative Agent.
                           ---------------------------------------

         Whether or not the transactions contemplated hereby are consummated,
the Banks shall indemnify upon written demand each Agent-Related Person (to the
extent not reimbursed by or on behalf of the Borrower and without limiting the
obligation of the Borrower to do so), pro rata, and hold harmless each
Agent-Related Person from and against any and all Indemnified Liabilities
incurred by it; provided, however, that no Bank shall be liable for the payment
                --------  -------
to any Agent-Related Person of any portion of such Indemnified Liabilities to
the extent determined in a final, nonappealable judgment by a court of competent
jurisdiction to have resulted from such Person's own gross negligence or willful
misconduct; provided, however, that no action taken in accordance with the
            --------  -------
directions of the Required Banks shall be deemed to constitute gross negligence
or willful misconduct for purposes of this Section. Without limitation of the
foregoing, each Bank shall reimburse the Administrative Agent upon written
demand for its ratable share of any costs or out-of-pocket expenses (including
all fees and disbursements of any law firm or other external counsel and the
allocated cost of internal legal services and all disbursements of internal
counsel) incurred by the Administrative Agent in connection with the
preparation, execution, delivery, administration, modification, amendment or
enforcement (whether through negotiations, legal proceedings or otherwise) of,
or legal advice in respect of rights or responsibilities under, this Agreement,
any other Loan Document, or any document contemplated by or referred to herein,
to the extent that the Administrative Agent is not reimbursed for such expenses
by or on behalf of the Borrower. The undertaking in this Section shall survive
termination of the Commitments, the payment of all Obligations hereunder and the
resignation of the Administrative Agent.

         Section 9.8       Administrative Agent in its Individual Capacity.
                           -----------------------------------------------

         Bank of America and its Affiliates may make loans to, issue letters of
credit for the account of, accept deposits from, acquire equity interests in and
generally engage in any kind of banking, trust, financial advisory, underwriting
or other business with the Borrower and its Affiliates as though Bank of America
were not the Administrative Agent or the Issuing Bank hereunder and without
notice to or consent of the Banks. The Banks acknowledge that, pursuant to such
activities, Bank of America or its Affiliates may receive information regarding
Borrower and its Affiliates (including information that may be subject to
confidentiality obligations in favor of the Borrower or such Affiliate) and
acknowledge that the Administrative Agent shall be under no obligation to
provide such information to them. With respect to its Loans, Bank of America
shall have the same rights and powers under this Agreement as any other Bank and
may exercise such rights and powers as though it were not the Administrative
Agent or the Issuing Bank, and the terms "Bank" and "Banks" include Bank of
America in its individual capacity.

         Section 9.10      Successor Administrative Agent.
                           ------------------------------

         The Administrative Agent may (a) resign as Administrative Agent upon 30
days' notice to the Banks or (b) be removed, with the consent of the Borrower,
for willful misconduct or gross negligence by written notice from the Required
Lenders; provided that no consent of the Borrower shall be required during the
existence and continuation of an Event of Default; further provided that any
such resignation by or removal of Bank of America shall also constitute its
resignation or removal, as applicable, as Issuing Bank. If the Administrative
Agent resigns or is removed under this Agreement, the Required Banks shall
appoint from among the Banks a successor administrative agent for the Banks
which successor administrative agent shall be consented to by the Borrower at
all times other than during the existence of an Event of Default (which consent
of the Borrower shall not be unreasonably withheld, conditioned or delayed). If
no successor administrative agent is appointed prior to the effective date of
the resignation of the Administrative Agent, the Administrative Agent may
appoint, after consulting with the Banks and the Borrower, a successor
administrative agent from among the Banks. Upon the acceptance of its
appointment as successor administrative agent hereunder, the Person acting as
such successor administrative agent shall succeed to all the rights, powers and
duties of the retiring Administrative Agent and Issuing Bank and the respective
terms "Administrative Agent" and "Issuing Bank" shall mean such successor
administrative agent and Letter of Credit issuer, respectively, and the retiring
Administrative Agent's appointment, powers and duties as Administrative Agent
shall be terminated and the retiring Issuing Bank's rights, powers and duties as
such shall be terminated, without any other or further act or deed on the part
of such retiring Issuing Bank or any other Bank, other than the obligation of
the successor Issuing Bank to issue letters of credit in substitution for the
Letters of Credit, if any, outstanding at the time of such succession. After any
retiring Administrative Agent's resignation or removal hereunder as
Administrative Agent, the provisions of this Article and Sections 10.2 and 10.15
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Administrative Agent under this Agreement. If no successor
administrative agent has accepted appointment as Administrative Agent by the
date which is 30 days following a retiring Administrative Agent's notice of
resignation, the retiring Administrative Agent's resignation shall nevertheless
thereupon become effective and the Banks shall perform all of the duties of the
Administrative Agent and Issuing Bank hereunder until such time, if any, as the
Required Banks appoint a successor agent and issuing bank as provided for above.

         Section 9.11      Other Agents; Lead Managers.
                           ---------------------------

         None of the Banks identified on the facing page or signature pages of
this Agreement as a "syndication agent," "joint lead manager," or "joint book
manager" shall have any right, power, obligation, liability, responsibility or
duty under this Agreement other than those applicable to all Banks as such.
Without limiting the foregoing, none of the Banks so identified shall have or be
deemed to have any fiduciary relationship with any Bank. Each Bank acknowledges
that it has not relied, and will not rely, on any of the Banks so identified in
deciding to enter into this Agreement or in taking or not taking action
hereunder.


                           ARTICLE 10 - Miscellaneous.
                                        --------------

         Section 10.1      Notices.
                           --------

         (a)     All notices and other communications under this Agreement
shall be in writing and shall be deemed to have been given three (3) days after
deposit in the mail, designated as certified mail, return receipt requested,
post-prepaid, or one (1) Business Day after being entrusted to a reputable
commercial overnight delivery service, or telecopy addressed to the party to
which such notice is directed at its address determined as provided in this
Section 10.1; provided, however, that any notice of default or an Event of
Default given to Borrower hereunder by Administrative Agent or any Bank by
facsimile shall be sent in another manner permitted hereunder not later than the
next Business Day. All notices and other communications under this Agreement
shall be given to the parties hereto at the following addresses:

                  (i)      If to the Borrower, to it at:

                           Cousins Properties Incorporated
                           2500 Windy Ridge Parkway
                           Suite 1600
                           Atlanta, Georgia 30339-5683
                           Attn: Corporate Secretary
                           Telecopy No.: (770) 857-2360

                           with a copy to:

                           John W. Griffin, Esq.
                           Troutman Sanders LLP
                           600 Peachtree Street, N.E.
                           Suite 5200
                           Atlanta, Georgia 30308-2216
                           Telecopy No.: (404) 962-6577

                  (ii)     If to the Administrative Agent, to it at:

                           Bank of America, N.A.
                           100 North Tryon Street, 15th Floor
                           Charlotte, North Carolina  28255
                           Attn: Dana S. Colee/Gregg Higson
                           Telecopy No.: (704) 386-0255/(704) 388-8841

                           with a copy to:

                           Bank of America, N.A.
                           Real Estate Department, 6th Floor
                           MD2-600-06-14
                           6610 Rockledge Drive
                           Bethesda, MD  20817-1811
                           Attn:  Mary L. Baxa
                           Telecopy No.:  (301) 493-2885

                           with a copy to:

                           Alston & Bird LLP
                           One Atlantic Center
                           1201 West Peachtree Street
                           Atlanta, Georgia 30309-3424
                           Attn: Timothy J. Pakenham, Esq.
                           Telecopy No.: (404) 881-7777

                  (iii)    If to a Bank, to it at:

                           Such Bank's address or telecopy number, as
                           applicable, set forth on its signature page hereto or
                           in the applicable Assignment and Acceptance
                           Agreement.

Copies shall be provided to persons other than parties hereto only in the case
of notices provided in respect of Article 8 hereof.

         (b)     Any party hereto may change the address to which notices
shall be directed under this Section 10.1 by giving ten (10) days' written
notice of such change to the other parties. The Administrative Agent may rely on
the authority of any document delivered to it by any Bank and shall have no
obligation to make a determination as to authenticity or authorization with
respect to any Bank.

         Section 10.2      Expenses.  The Borrower agrees to promptly pay:
                           --------

         (a)     All reasonable costs and out-of-pocket expenses of the
Administrative Agent on the Agreement Date in connection with the preparation,
negotiation, execution, and delivery of this Agreement and the other Loan
Documents executed on the Agreement Date, the transactions contemplated
hereunder and thereunder, and the making of the initial Loan hereunder,
including, but not limited to, the fees and disbursements of counsel for the
Administrative Agent;

         (b)     All reasonable costs and out-of-pocket expenses of the
Administrative Agent in connection with the preparation, negotiation of any
waiver, amendment, or consent by the Banks relating to this Agreement or the
other Loan Documents whether or not executed, including, but not limited to, the
fees and disbursements of counsel for the Administrative Agent; and

         (c)     All reasonable costs and out-of-pocket costs and expenses of
collection if default is made in the payment of the Notes, which in each case
shall include fees and out-of-pocket expenses of counsel for the Administrative
Agent and the Banks, and the fees and out-of-pocket expenses of counsel and of
any experts, agents, or consultants of the Administrative Agent and the Banks.

         Section 10.3      Waivers. The rights and remedies of the
                           -------
Administrative Agent and the Banks under this Agreement and the other Loan
Documents shall be cumulative and not exclusive of any rights or remedies which
they would otherwise have. No failure or delay by the Administrative Agent, the
Required Banks, or the Banks in exercising any right shall operate as a waiver
of such right. The Administrative Agent and the Banks expressly reserve the
right to require strict compliance with the terms of this Agreement in
connection with any funding of a request for a Loan. In the event the Banks
decide to fund a request for a Loan at a time when the Borrower is not in strict
compliance with the terms of this Agreement, such decision by the Banks shall
not be deemed to constitute an undertaking by the Banks to fund any further
requests for Loans or preclude the Banks from exercising any rights available to
the Banks under the Loan Documents or at law or equity. Any waiver or indulgence
granted by the Banks or by the Required Banks shall not constitute a
modification of this Agreement, except to the extent expressly provided in such
waiver or indulgence, or constitute a course of dealing by the Banks at variance
with the terms of the Agreement such as to require further notice by the Banks
of the Banks' intent to require strict adherence to the terms of the Agreement
in the future.

         Section 10.4      Set-Off. In addition to any rights now or hereafter
                           -------
granted under Applicable Law and not by way of limitation of any such rights,
after the Maturity Date (whether by acceleration or otherwise), the Banks and
any subsequent holder or holders of the Notes are hereby authorized by the
Borrower at any time or from time to time, without notice to the Borrower or to
any other Person, any such notice being hereby expressly waived, to set-off and
to appropriate and apply any and all deposits (general or special, time or
demand, including, but not limited to, Indebtedness evidenced by certificates of
deposit, in each case whether matured or unmatured) and any other Indebtedness
at any time held or owing by the Banks or such holder to or for the credit or
the account of the Borrower, against and on account of the obligations and
liabilities of the Borrower, to the Banks or such holder under this Agreement,
the Notes, and any other Loan Document, including, but not limited to, all
claims of any nature or description arising out of or connected with this
Agreement, the Notes, or any other Loan Document, irrespective of whether or not
(a) the Banks or the holder of the Notes shall have made any demand hereunder or
(b) the Banks shall have declared the principal of and interest on the Loans and
Notes and other amounts due hereunder to be due and payable as permitted by
Section 8.2 hereof and although said obligations and liabilities, or any of
them, shall be contingent or unmatured. Any sums obtained by any Bank or by any
subsequent holder of the Notes shall be subject to the application of payments
provisions of Article 2 hereof. Upon direction by the Administrative Agent, with
the consent of the Required Banks, after the Maturity Date (whether by reason of
acceleration or otherwise) each Bank holding deposits of the Borrower shall
exercise its set-off rights as so directed.

         Section 10.5      Assignment.
                           -----------

         (a)     The provisions of this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby, except that the Borrower may not assign or otherwise
transfer any of its rights or obligations hereunder without the prior written
consent of each Bank and the Administrative Agent (and any attempted assignment
or transfer by the Borrower without such consent shall be null and void) and,
except as provided in this Section 10.5, no Bank shall be permitted to assign or
otherwise transfer any of its rights or obligations hereunder without the prior
written consent of the Borrower, each Bank and the Administrative Agent. Nothing
in this Agreement, expressed or implied, shall be construed to confer upon any
Person (other than the parties hereto, their respective successors and assigns
permitted hereby and, to the extent expressly contemplated hereby, the
Indemnitees) any legal or equitable right, remedy or claim under or by reason of
this Agreement.

         (b)     Any Bank may assign to one or more Eligible Assignees all or
a portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans (including for purposes of this
subsection (b), participations in Letter of Credit Obligations) at the time
owing to it); provided that (i) except in the case of an assignment of the
              --------
entire remaining amount of the assigning Bank's Commitment and the Loans at the
time owing to it or in the case of an assignment to a Bank or an Affiliate of a
Bank or an Approved Fund with respect to a Bank, the aggregate amount of the
Commitment (which for this purpose includes Loans outstanding thereunder)
subject to each such assignment, determined as of the date the Assignment and
Assumption Agreement with respect to such assignment is delivered to the
Administrative Agent, shall not be less than $5,000,000 unless each of the
Administrative Agent and, so long as no Event of Default has occurred and is
continuing, the Borrower otherwise consents (each such consent not to be
unreasonably withheld or delayed), (ii) each partial assignment shall be made as
an assignment of a proportionate part of all the assigning Bank's rights and
obligations under this Agreement with respect to the Loans or the Commitment
assigned, and (iii) the parties to each assignment shall execute and deliver to
the Administrative Agent an Assignment and Assumption Agreement, together with a
processing and recordation fee of $3,500. Subject to acceptance and recording
thereof by the Administrative Agent pursuant to subsection (c) of this Section,
from and after the effective date specified in each Assignment and Assumption
Agreement, the Eligible Assignee thereunder shall be a party hereto and, to the
extent of the interest assigned by such Assignment and Assumption Agreement,
have the rights and obligations of a Bank under this Agreement, and the
assigning Bank thereunder shall, to the extent of the interest assigned by such
Assignment and Assumption Agreement, be released from its obligations under this
Agreement (and, in the case of an Assignment and Assumption Agreement covering
all of the assigning Bank's rights and obligations under this Agreement, such
Bank shall cease to be a party hereto but shall continue to be entitled to the
benefits of certain provisions of this Agreement and the other Loan Documents as
provided in Section 10.15). Upon request, the Borrower (at its expense) shall
execute and deliver new or replacement Notes to the assigning Bank and the
assignee Bank. Any assignment or transfer by a Bank of rights or obligations
under this Agreement that does not comply with this subsection shall be treated
for purposes of this Agreement as a sale by such Bank of a participation in such
rights and obligations in accordance with subsection (d) of this Section.

         (c)     The Administrative Agent, acting solely for this purpose as
an agent of the Borrower, shall maintain at the Administrative Agent's Office a
copy of each Assignment and Assumption Agreement delivered to it and a register
for the recordation of the names and addresses of the Banks, and the Commitments
of, and principal amount of the Loans and Letter of Credit Obligations owing to,
each Bank pursuant to the terms hereof from time to time (the "Register"). The
                                                               --------
entries in the Register shall be conclusive, and the Borrower, the
Administrative Agent and the Banks may treat each Person whose name is recorded
in the Register pursuant to the terms hereof as a Bank hereunder for all
purposes of this Agreement, notwithstanding notice to the contrary. The Register
shall be available for inspection by the Borrower and any Bank, at any
reasonable time and from time to time upon reasonable prior notice.

         (d)     Any Bank may, without the consent of, or notice to, the
Borrower or the Administrative Agent, sell participations to one or more banks
or other entities (a "Participant") in all or a portion of such Bank's rights
and/or obligations under this Agreement (including all or a portion of its
Commitment and/or the Loans (including such Bank's participations in Letter of
Credit Obligations and/or Loans advanced under the Cash Management Line of
Credit) owing to it); provided that (i) such Bank's obligations under this
                      --------
Agreement shall remain unchanged, (ii) such Bank shall remain solely responsible
to the other parties hereto for the performance of such obligations and (iii)
the Borrower, the Administrative Agent and the other Banks shall continue to
deal solely and directly with such Bank in connection with such Bank's rights
and obligations under this Agreement. Any agreement or instrument pursuant to
which a Bank sells such a participation shall provide that such Bank shall
retain the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such
                                                           --------
agreement or instrument may provide that such Bank will not, without the consent
of the Participant, agree to any amendment, waiver or other modification that
would (i) postpone any date upon which any payment of money is scheduled to be
paid to such Participant, (ii) reduce the principal, interest, fees or other
amounts payable to such Participant, or (iii) release any Consolidated Entity
Guarantor from the Consolidated Entity Guaranty Agreement to which it is a
party. Subject to subsection (e) of this Section, the Borrower agrees that,
except as set forth in subsection (e) below, each Participant shall be entitled
to the benefits of Sections 2.13, 2.14 and 2.16 to the same extent as if it were
a Bank and had acquired its interest by assignment pursuant to subsection (b) of
this Section. To the extent permitted by law, each Participant also shall be
entitled to the benefits of Section 10.4 as though it were a Bank, provided such
Participant agrees to be subject to Section 2.8 regarding sharing of amounts
received as though it were a Bank.

         (e)     A Participant shall not be entitled to receive any greater
payment under Section 2.13 or 2.14 than the applicable Bank would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the
Borrower's prior written consent. A Participant shall not be entitled to the
benefits of Section 2.16 unless an Event of Default exists. Further, a
Participant that would be a Foreign Bank if it were a Bank shall not be entitled
to the benefits of Section 2.16 unless the Borrower is notified of the
participation sold to such Participant and such Participant agrees, for the
benefit of the Borrower, to comply with Section 2.16(c) as though it were a
Bank.

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

         (g)     If the consent of the Borrower to an assignment or to an
Eligible Assignee is required hereunder (including a consent to an assignment
which does not meet the minimum assignment threshold specified in clause (i) of
the proviso to the first sentence of Section 10.5(b)), the Borrower shall be
deemed to have given its consent ten Business Days after the date notice thereof
has been delivered by the assigning Bank (through the Administrative Agent)
unless such consent is expressly refused by the Borrower prior to such tenth
Business Day.

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

                 "Eligible Assignee" means (a) a Bank; (b) an Affiliate of a
                  -----------------
         Bank; (c) an Approved Fund; and (d) any other Person (other than a
         natural Person) approved by (i) the Administrative Agent, in the case
         of any assignment of a Loan, (ii) the Issuing Bank, and (iii) unless an
         Event of Default has occurred and is continuing, the Borrower (each
         such approval referred to in clauses (i) through (iii) not to be
         unreasonably withheld, conditioned or delayed).

                 "Fund" means any Person (other than a natural Person) that is
                  ----
         (or will be) engaged in making, purchasing, holding or otherwise
         investing in commercial loans and similar extensions of credit in the
         ordinary course of its business.

                 "Approved Fund" means any Fund that is administered or managed
                  -------------
         by (a) a Bank, (b) an Affiliate of a Bank or (c) an entity or an
         Affiliate of an entity that administers or manages a Bank.

         (i)     Notwithstanding anything to the contrary contained herein,
if at any time Bank of America assigns all of its Commitment and Loans pursuant
to subsection (b) above, Bank of America shall, upon 30 days' notice to the
Borrower and the Banks, resign as the Bank providing the Cash Management Line of
Credit (the "Cash Management Bank"). In the event of any such resignation as
Cash Management Bank, the Borrower shall be entitled to appoint from among the
Banks a successor Cash Management Bank hereunder with the concurrence of such
Bank; provided, however, that no failure by the Borrower to appoint any such
      --------  -------
successor shall affect the resignation of Bank of America as Cash Management
Bank. Bank of America shall retain all the rights and obligations of the Cash
Management Bank hereunder with respect to all Loans outstanding under the Cash
Management Line of Credit as of the effective date of its resignation as Cash
Management Bank until such Loans are paid in full (including the right to
require the Banks to make Loans pursuant to Section 2.10).

         Section 10.6      Counterparts. This Agreement may be executed in any
                           ------------
number of counterparts, each of which shall be deemed to be an original, but all
such separate counterparts shall together constitute but one and the same
instrument.

         Section 10.7      Governing Law; Waiver of Right to Trial by Jury.
                           ------------------------------------------------
This Agreement and the Notes shall be construed in accordance with and governed
by the internal laws of the State of Georgia.

         ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF GEORGIA SITTING
IN FULTON COUNTY OR OF THE UNITED STATES FOR THE NORTHERN DISTRICT OF SUCH
STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE
ADMINISTRATIVE Agent AND EACH BANK CONSENTS, FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER, THE
ADMINISTRATIVE Agent AND EACH BANK IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING
ANY OBJECTION TO 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 ACTION OR
PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER
DOCUMENT RELATED THERETO. THE BORROWER, THE ADMINISTRATIVE Agent AND EACH BANK
WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE
MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.

         EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL
BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN
DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS
OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE
TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY
HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO
THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH
ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE
WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

         Section 10.8      Severability. Any provision of this Agreement which
                           ------------
is prohibited or unenforceable shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof in that jurisdiction or affecting the validity or enforceability of such
provision in any other jurisdiction.

         Section 10.9      Headings. Headings used in this Agreement are for
                           --------
convenience only and shall not be used in connection with the interpretation of
any provision hereof.

         Section 10.10     Interest. In no event shall the amount of interest
                           --------
due or payable hereunder or under the Notes exceed the maximum rate of interest
allowed by Applicable Law, and in the event any such payment is inadvertently
made by the Borrower or is inadvertently received by any Bank, then such excess
sum shall be credited as a payment of principal, unless the Borrower shall
notify such Bank in writing that it elects to have such excess sum returned
forthwith. It is the express intent hereof that the Borrower not pay and the
Banks not receive, directly or indirectly in any manner whatsoever, interest in
excess of that which may legally be paid by the Borrower under Applicable Law.

         Section 10.11     Entire Agreement. Except as otherwise expressly
                           ----------------
provided herein, this Agreement, the Notes, and the Loan Documents to which the
Borrower is a party embody the entire Agreement and understanding among the
parties hereto and thereto and supersede all prior agreements, understandings,
and conversations relating to the subject matter hereof and thereof.

         Section 10.12     Amendment and Waiver. Neither this Agreement nor
                           --------------------
any term hereof may be amended orally, nor may any provision hereof be waived
orally but only by an instrument in writing signed by the Required Banks and, in
the case of an amendment, also by the Borrower, except that in the event of (a)
any increase in the amount of such Bank's Commitment, (b) any decrease (other
than pro rata) in the amount of the Commitment, (c) any change in the timing of,
or reduction of the amount of, payments of principal, interest, and fees due
hereunder (including any change to the definition of Maturity Date), (d) any
release or impairment of any collateral or any guaranty issued in favor of the
Administrative Agent and the Banks with respect to the Agreement and the Loans,
(e) any waiver of any Event of Default due to the failure by the Borrower to pay
any sum due hereunder, or (f) any amendment of this Section 10.12 or of the
definition of Required Banks, any amendment or waiver may be made only by an
instrument in writing signed by each of the Banks and, in the case of an
amendment, also by the Borrower. No amendment, waiver or consent shall, unless
in writing and signed by the Issuing Bank in addition to the Required Banks or
each directly-affected Bank, as the case may be, affect the rights or duties of
the Issuing Bank under this Agreement or any Letter of Credit Application
relating to any Letter of Credit issued or to be issued by it. No amendment,
waiver or consent shall, unless in writing and signed by the Administrative
Agent in addition to the Required Banks or each directly-affected Bank, as the
case may be, affect the rights or duties of the Administrative Agent under this
Agreement or any other Loan Document.

         Section 10.13     Other Relationships. No relationship created
                           -------------------
hereunder or under any other Loan Document shall in any way affect the ability
of the Administrative Agent and each Bank to enter into or maintain business
relationships with the Borrower, or any of its Affiliates, beyond the
relationships specifically contemplated by this Agreement and the other Loan
Documents.

         Section 10.14     Confidentiality. Each of the Administrative Agent
                           ---------------
and the Banks agrees to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) to its and its
Affiliates' directors, officers, employees and agents, including accountants,
legal counsel and other advisors (it being understood that the Persons to whom
such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential); (b) to the
extent requested by any regulatory authority; (c) to the extent required by
Applicable Laws or by any subpoena or similar legal process; (d) to any other
party to this Agreement; (e) in connection with the exercise of any remedies
hereunder or any suit, action or proceeding relating to this Agreement or the
enforcement of rights hereunder; (f) subject to an agreement containing
provisions substantially the same as those of this Section, to (i) any Eligible
Assignee of or Participant in, or any prospective Eligible Assignee of or
Participant in, any of its rights or obligations under this Agreement or (ii)
any direct or indirect contractual counterparty or prospective counterparty (or
such contractual counterparty's or prospective counterparty's professional
advisor) to any credit derivative transaction relating to obligations of the
Borrower; (g) with the consent of the Borrower; (h) to the extent such
Information (i) becomes publicly available other than as a result of a breach of
this Section or (ii) becomes available to the Administrative Agent or any Bank
on a nonconfidential basis from a source other than the Borrower; or (i) to the
National Association of Insurance Commissioners or any other similar
organization or any nationally recognized rating agency that requires access to
information about a Bank's or its Affiliates' investment portfolio in connection
with ratings issued with respect to such Bank or its Affiliates. In addition,
the Administrative Agent and the Banks may disclose the existence of this
Agreement and information about this Agreement to market data collectors,
similar service providers to the lending industry, and service providers to the
Administrative Agent and the Banks in connection with the administration and
management of this Agreement, the other Loan Documents, the Commitments, and the
Loan, Letters of Credit and other extensions of credit hereunder. For the
purposes of this Section, "Information" means all information received from the
Borrower relating to the Borrower or its business, other than any such
information that is available to the Administrative Agent or any Bank on a
nonconfidential basis prior to disclosure by the Borrower; provided that, in the
                                                           --------
case of information received from the Borrower after the date hereof, such
information is clearly identified in writing at the time of delivery as
confidential. Any Person required to maintain the confidentiality of Information
as provided in this Section shall be considered to have complied with its
obligation to do so if such Person has exercised the same degree of care to
maintain the confidentiality of such Information as such Person would accord to
its own confidential information.

         Section 10.15     Indemnification. Whether or not the transactions
                           ---------------
contemplated hereby are consummated, the Borrower shall indemnify and hold
harmless each Agent-Related Person, each Bank and their respective Affiliates,
directors, officers, employees, counsel, agents and attorneys-in-fact
(collectively the "Indemnitees") from and against any and all liabilities,
obligations, losses, damages, penalties, claims, demands, actions, judgments,
suits, costs, expenses and disbursements (including all fees and disbursements
of any law firm or other external counsel and the allocated cost of internal
legal services and all disbursements of internal counsel) of any kind or nature
whatsoever which may at any time be imposed on, incurred by or asserted against
any such Indemnitee in any way relating to or arising out of or in connection
with (a) the execution, delivery, enforcement, performance or administration of
any Loan Document or any other agreement, letter or instrument delivered in
connection with the transactions contemplated thereby or the consummation of the
transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit
or the use or proposed use of the proceeds therefrom (including any proper
refusal by the Issuing Bank to honor a demand for payment under a Letter of
Credit if the documents presented in connection with such demand do not strictly
comply with the terms of such Letter of Credit), or (c) any actual or alleged
presence or release of Hazardous Materials on or from any property currently or
formerly owned or operated by the Borrower or any of its Affiliates, or any
liability related in any way to the Borrower or any of its Affiliates arising
under Environmental Laws, or (d) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory (including any investigation of, preparation
for, or defense of any pending or threatened claim, investigation, litigation or
proceeding) and regardless of whether any Indemnitee is a party thereto (all the
foregoing, collectively, the "Indemnified Liabilities"); provided that such
                                                         --------
indemnity shall not, as to any Indemnitee, be available to the extent that such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or willful misconduct of such Indemnitee. The agreements in this
Section shall survive the resignation of the Administrative Agent, the
replacement of any Bank, the termination of the Commitments and the repayment,
satisfaction or discharge of all the other Obligations.

         Section 10.16     Survival of Certain Provisions. The indemnities to
                           ------------------------------
which the Agent, the Banks and the Issuing Bank are entitled under the
provisions of Sections 2.13, 2.14, 2.16, 9.7, 10.2 and 10.15 and any other
provision of this Agreement and the other Loan Documents, and the provisions of
Section 11.1, shall continue in full force and effect and shall protect the
Agent, the Banks and the Issuing Bank (i) notwithstanding any termination of
this Agreement, or of the other Loan Documents, against events arising after
such termination as well as before and (ii) at all times after any such party
ceases to be a party to this Agreement with respect to all matters and events
existing on or prior to the date such party ceased to be a party to this
Agreement.

         Section 10.17     Recourse Obligations. The Borrower agrees that the
                           --------------------
Obligations hereunder are fully recourse to the Borrower and each Consolidated
Entity Guarantor and each of the Borrower and each Consolidated Entity Guarantor
shall be jointly and severally liable for all Obligations hereunder and under
each other Loan Document; provided, however, that the liability of each
                          --------  -------
Consolidated Entity Guarantor shall be subject to any limitations set forth in
the applicable Consolidated Entity Guaranty Agreement.



              [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]






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

                                  Borrower:

                                  COUSINS PROPERTIES INCORPORATED


                                  By: _________________________________________
                                      Name: Kelly H. Barrett
                                      Title: Senior Vice President























                       [Signatures Continued on Next Page]







                 [Signature Page to Credit Agreement dated as of
              August 31, 2001 with Cousins Properties Incorporated]


                                 Bank of America, N.A., as Administrative Agent,
                                   Issuing Bank and a Bank


                                 By:___________________________________________
                                    Name:______________________________________
                                    Title:_____________________________________

                                    Commitment Amount:

                                    $55,000,000.00


                                    Lending Office (all Types of Loans):

                                    Bank of America, N.A.
                                    Real Estate Department, 6th Floor
                                    MD2-600-06-14
                                    6610 Rockledge Drive
                                    Bethesda, MD  20817-1811
                                    Attn:  Mary L. Baxa
                                    Telecopy No.:  301-493-2885
                                    Telephone:        301-571-9053














                       [Signatures Continued on Next Page]





                 [Signature Page to Credit Agreement dated as of
              August 31, 2001 with Cousins Properties Incorporated]


                               WACHOVIA BANK, N.A.


                               By:___________________________________________
                                  Name:______________________________________
                                  Title:_____________________________________

                               Commitment Amount:

                               $55,000,000.00


                               Lending Office (all Types of Loans):

                               Wachovia Bank, N.A.
                               Real Estate Financial Services Division
                               191 Peachtree, N.E, 30th Floor
                               Atlanta, Georgia 30302
                               Attn:  Mary Hughes
                               Telecopier:       404-332-4066
                               Telephone:        404-332-4836














                       [Signatures Continued on Next Page]





                 [Signature Page to Credit Agreement dated as of
              August 31, 2001 with Cousins Properties Incorporated]


                                 COMMERZBANK AG NEW YORK AND GRAND
                                  CAYMAN BRANCHES


                                 By:____________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________

                                 By:____________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________


                                 Commitment Amount:

                                 $45,000,000.00


                                 Lending Office (all Types of Loans):

                                 Commerzbank AG
                                 2 World Financial Center
                                 New York, NY 10281
                                 Attn: Douglas Traynor
                                 Telecopier:       (212) 266-7565
                                 Telephone:        (212) 266-7569










                       [Signatures Continued on Next Page]





                 [Signature Page to Credit Agreement dated as of
              August 31, 2001 with Cousins Properties Incorporated]


                                 DRESDNER BANK AG, NEW YORK AND GRAND
                                  CAYMAN BRANCHES


                                 By:____________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________


                                 By:____________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________


                                 Commitment Amount:

                                 $30,000,000.00


                                 Lending Office (all Types of Loans):

                                 Dresdner Bank, AG
                                 75 Wall Street, 33rd Floor
                                 New York, New York  10005
                                 Attn:  Howard Ramial
                                 Telecopier:       212-429-2130
                                 Telephone:        212-429-2281










                       [Signatures Continued on Next Page]





                 [Signature Page to Credit Agreement dated as of
              August 31, 2001 with Cousins Properties Incorporated]


                                 WELLS FARGO BANK, NATIONAL ASSOCIATION


                                 By:____________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________



                                 Commitment Amount:

                                 $30,000,000.00


                                 Lending Office (all Types of Loans):


                                 Wells Fargo Bank, National Association
                                 2859 Paces Ferry Road, Suite 1805
                                 Atlanta, GA  30339
                                 Attn:  Elizabeth D. McClure
                                 Telecopier:  770-435-2262
                                 Telephone:  770-435-3800














                       [Signatures Continued on Next Page]





                 [Signature Page to Credit Agreement dated as of
              August 31, 2001 with Cousins Properties Incorporated]


                                 PNC BANK, NATIONAL ASSOCIATION


                                 By:____________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________


                                 Commitment Amount:

                                 $25,000,000.00


                                 Lending Office (all Types of Loans):

                                 PNC Bank, National Association
                                 One PNC Plaza, 19th Floor
                                 Mailstop- PI-POPP-19-2
                                 Pittsburgh, Pennsylvania  15222
                                 Attn: Mary Catherine Haluck
                                 Telecopier:       412-768-5754
                                 Telephone: 412-768-4713














                       [Signatures Continued on Next Page]




                 [Signature Page to Credit Agreement dated as of
              August 31, 2001 with Cousins Properties Incorporated]


                                 SOUTHTRUST BANK


                                 By:____________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________


                                 Commitment Amount:

                                 $25,000,000.00


                                 Lending Office (all Types of Loans):

                                 SouthTrust Bank
                                 420 N. 20th Street, 11th Floor
                                 Birmingham, AL 35203
                                 Attn:  Ronnie Brantley
                                 Telecopier:    205-254-8270
                                 Telephone:    205-254-4438














                       [Signatures Continued on Next Page]





                 [Signature Page to Credit Agreement dated as of
              August 31, 2001 with Cousins Properties Incorporated]


                                 COMERICA BANK


                                 By:____________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________


                                 Commitment Amount:

                                 $10,000,000.00


                                 Lending Office (all Types of Loans):

                                 Comerica Bank
                                 500 Woodward Avenue, 7th Floor
                                 Detroit, Michigan  48275-3256
                                 Attn: Betsy Branson
                                 Telecopier:       313-222-3697
                                 Telephone:        313-222-5878










                                    EXHIBIT A

                 Form of Consolidated Entity Guaranty Agreement






                      FORM OF CONSOLIDATED ENTITY GUARANTY
                      ------------------------------------


         THIS CONSOLIDATED ENTITY GUARANTY (the "Guaranty"), is issued as of
this _____ day of August, 2001, by [NAME OF CONSOLIDATED ENTITY GUARANTOR] a
____________ [corporation/general partnership/limited liability company] (the
"Guarantor"), in favor of (a) BANK OF AMERICA, N.A., in its capacity as
administrative agent (in such capacity, the "Administrative Agent") for the
                                             --------------------
Issuing Bank and the Banks under that certain Credit Agreement dated as of
August 31, 2001 (as amended, restated, supplemented or otherwise modified from
time to time, the "Loan Agreement"), by and among Cousins Properties
                   --------------
Incorporated (the "Borrower"), the financial institutions party thereto from
                   --------
time to time as "Banks" or "Issuing Bank", and the Administrative Agent, and (b)
the BANKS and the ISSUING BANK.

                              W I T N E S S E T H:
                              --------------------

         WHEREAS, pursuant to, and subject to the terms and conditions of, the
Credit Agreement, the Banks have agreed to make Loans (as defined in the Loan
Agreement) to the Borrower, as evidenced by the Notes (as defined in the Loan
Agreement); and

         WHEREAS, the Guarantor is a Consolidated Entity of the Borrower and is
identified in the Loan Agreement as one of the Consolidated Entity Guarantors;
and

         WHEREAS, the Borrower and the Guarantor are mutually dependent on each
other in the conduct of their respective businesses as an integrated operation;
and

         WHEREAS, the Guarantor has determined that its execution, delivery and
performance of this Guaranty directly benefits, and is within the
[corporate/partnership/company] purposes and in the best interests of, the
Guarantor; and

         WHEREAS, the Guarantor has agreed to execute this Guaranty (the
"Guaranty") guaranteeing (to the extent set forth herein) the payment and
performance by the Borrower of its Obligations (as defined in the Loan
Agreement) and covenants under the Notes, the Loan Agreement and the other Loan
Documents executed by the Borrower (the Loan Agreement, the Notes of the
Borrower, and the other Loan Documents executed by the Borrower in connection
therewith as they may be amended, modified or extended from time to time being
hereinafter referred to as the "Guaranteed Agreements");

         NOW, THEREFORE, in consideration of the above premises, Ten Dollars
($10.00) in hand paid and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Guarantor hereby guarantees to
the Administrative Agent, the Issuing Bank and the Banks the full and prompt
payment of the Obligations, including any interest thereon, plus reasonable and
actual attorneys' fees and expenses if the obligations represented by this
Guaranty are collected by law, through an attorney-at-law, or under advice
therefrom. Notwithstanding anything contained in this Guaranty which may be
construed to the contrary, the maximum liability of the Guarantor under this
Guaranty as of any date shall in no event exceed the Maximum Guaranty Liability
(as such term is hereinafter defined) of the Guarantor as of such date. As used
herein, the term "Maximum Guaranty Liability" shall be that amount from time to
time equal to the greatest of (a) the Adjusted Net Worth (as such term is
defined below) of the Guarantor as of the end of the most recently concluded
fiscal quarter of the Guarantor ended on or prior to the date of this Guaranty,
(b) the highest Adjusted Net Worth (as such term is defined below) of the
Guarantor at the end of any fiscal quarter ending subsequent to the date of this
Guaranty and prior to the earlier of the date of the commencement of a case
under Title 11 of the United States Code (the "Bankruptcy Code") involving the
Guarantor or the date enforcement of this Guaranty is sought, (c) the Adjusted
Net Worth (as such term is defined below) of the Guarantor at the earlier of the
date of the commencement of a case under the Bankruptcy Code involving the
Guarantor or the date enforcement of this Guaranty is sought, (d) the sum of any
and all loans, advances or capital contributions made by the Borrower or any of
its subsidiaries to the Guarantor, and all payments made by the Borrower to the
Guarantor in satisfaction of intercompany payables or other liabilities of the
Borrower or any of its subsidiaries to the Guarantor, in each case with the
proceeds of any Loans made to the Borrower under the Loan Agreement, and (e) the
fair market value of any and all property acquired with proceeds of any Loans
made to the Borrower under the Loan Agreement and transferred to the Guarantor.
As used herein, the term "Adjusted Net Worth" of the Guarantor as of any
particular date shall mean the excess of (i) the amount of the fair saleable
value of the assets of the Guarantor (including the value of any and all rights
of subrogation or contribution resulting from any payments by the Guarantor
under any other guaranty) as of such date determined in accordance with
applicable Federal and state laws affecting creditors' rights and governing
determinations of the insolvency of debtors, over (ii) the amount of all
liabilities of the Guarantor (excluding all liabilities of the Guarantor under
this Guaranty), contingent or otherwise, as of such date, determined in
accordance with the laws described in clause (i) above, minus $1.00.

         The Guarantor, the Administrative Agent, the Issuing Bank and the Banks
hereby further agree that:

         1.       Definitions.  Capitalized terms used herein and not otherwise
                  -----------
defined shall have the meanings ascribed thereto in the Loan Agreement.

         2.       Guaranty Absolute. Regardless of whether any proposed
                  -----------------
guarantor or any other Person or Persons is or are or shall become in any other
way responsible to the Administrative Agent, the Issuing Bank and the Banks, or
any of them, for or in respect of the Obligations or any part thereof, and
regardless of whether or not any Person or Persons now or hereafter responsible
to the Administrative Agent, the Issuing Bank and the Banks, or any of them, for
the Obligations or any part thereof, whether under this Guaranty or otherwise,
shall cease to be so liable, the Guarantor hereby declares and agrees that this
Guaranty shall be a joint and several obligation, shall be a continuing guaranty
and shall be operative and binding until the earlier of such time as (i) the
Obligations shall have been paid or performed in full and none of the Banks
shall be under any further obligation to make any additional Advances to the
Borrower under the Loan Agreement and the Issuing Bank shall not have any
further obligation to issue Letters of Credit on behalf of the Borrower under
the Loan Agreement, or (ii) the Guarantor shall have satisfied all of its
obligations under this Guaranty.

         3.        Integration. Upon this Guaranty's being executed and coming
                   -----------
into the hands of the Administrative Agent, acting on behalf of the Issuing Bank
and the Banks, this Guaranty shall be deemed to be finally executed and
delivered by the Guarantor and shall not be subject to or affected by any
promise or condition affecting or limiting the Guarantor's liability, and no
statement, representation, agreement or promise on the part of the
Administrative Agent, the Issuing Bank, the Banks, the Borrower, or any of them,
or any officer, employee or agent thereof, unless contained herein, forms any
part of this Guaranty or has induced the making thereof or shall be deemed in
any way to affect the Guarantor's liability hereunder.

         4.       Amendment and Waiver.  No alteration or waiver of this
                  --------------------
Guaranty or of any of its terms, provisions or conditions shall be binding upon
the parties against whom enforcement is sought unless made inwriting and signed
by an authorized officer of such party.

         5.       Dealings With Borrower, Etc. The Administrative Agent, the
                  ----------------------------
Issuing Bank and the Banks, or any of them, may from time to time, without
exonerating or releasing the Guarantor in any way under this Guaranty, (i) take
such further or other security or securities for the Obligations or any part
thereof as the Administrative Agent, the Issuing Bank and the Banks may deem
proper, or (ii) release, discharge, abandon or otherwise deal with or fail to
deal with any other guarantor of the Obligations or any security or securities
therefor or any part thereof now or hereafter held by the Administrative Agent,
the Issuing Bank and the Banks, or any of them, or (iii) amend, modify, extend,
accelerate or waive in any manner any of the provisions, terms, or conditions of
the Guaranteed Agreements, all as the Administrative Agent, the Issuing Bank and
the Banks may consider expedient or appropriate in their sole discretion.
Without limiting the generality of the foregoing, or of Paragraph 6 hereof, it
is understood that the Administrative Agent, the Issuing Bank and the Banks, or
any of them, may, without exonerating or releasing the Guarantor, give up, or
modify or abstain from perfecting or taking advantage of any security for the
Obligations and accept or make any compositions or arrangements, and realize
upon any security for the Obligations when, and in such manner, and with or
without notice, all as the Administrative Agent, the Issuing Bank and the Banks
may deem expedient.

         6.       Guaranty Unconditional. The Guarantor acknowledges and
                  ----------------------
agrees that no change in the nature or terms of the Obligations or any of the
Guaranteed Agreements, or other agreements, instruments or contracts evidencing,
related to or attendant with the Obligations (including any novation), shall
discharge all or any part of the liabilities and obligations of the Guarantor
pursuant to this Guaranty; it being the purpose and intent of the Guarantor, the
Administrative Agent, the Issuing Bank and the Banks that the covenants,
agreements and all liabilities and obligations of the Guarantor hereunder are
absolute, unconditional and irrevocable under any and all circumstances. Without
limiting the generality of the foregoing, the Guarantor agrees that until each
and every one of the covenants and agreements of this Guaranty is fully
performed, the Guarantor's undertakings hereunder shall not be released, in
whole or in part, by any action or thing which might, but for this paragraph of
this Guaranty, be deemed a legal or equitable discharge of a surety or
guarantor, or by reason of any waiver or omission of the Administrative Agent,
the Issuing Bank and the Banks, or any of them, or their failure to proceed
promptly or otherwise, or by reason of any action taken or omitted by the
Administrative Agent, the Issuing Bank and the Banks, or any of them, whether or
not such action or failure to act varies or increases the risk of, or affects
the rights or remedies of, the Guarantor or by reason of any further dealings
between the Borrower or any other guarantor or surety on the one hand, and the
Administrative Agent, the Issuing Bank and the Banks, or any of them, on the
other hand, and the Guarantor hereby expressly waives and surrenders any defense
to its liability hereunder based upon, and shall be deemed to have consented to,
any of the foregoing acts, omissions, things, agreements or waivers.

         7.       Setoff. The Administrative Agent, the Issuing Bank and the
                  ------
Banks may, without demand or notice of any kind upon or to the Guarantor, at any
time or from time to time when any amount shall be due and payable hereunder by
the Guarantor, if the Borrower shall not have timely paid any of the Obligations
after the lapse of any applicable cure period, appropriate and apply to any
portion of the Obligations hereby guaranteed, and in such order of application
as the Administrative Agent, the Issuing Bank and the Banks may from time to
time elect, any property, balances, credit accounts or moneys of the Guarantor
in the possession of the Administrative Agent, the Issuing Bank and the Banks,
or any of them, or under any of their control for any purpose.

         8.       Loans In Excess of Maximum Guaranty Liability. The creation
                  ---------------------------------------------
or existence from time to time of Obligations in excess of the amount committed
to or outstanding on the date of this Guaranty is hereby authorized, without
notice to the Guarantor, and shall in no way impair or affect this Guaranty or
the rights of the Administrative Agent, the Issuing Bank and the Banks herein.
The Guarantor agrees that the obligations guaranteed hereunder may at any time
and from time to time exceed the Maximum Guaranty Liability of the Guarantor,
without impairing its liability under this Guaranty or affecting the rights and
remedies of the Administrative Agent, the Issuing Bank and the Banks hereunder.
It is the intention of the Guarantor and the Administrative Agent, the Issuing
Bank and the Banks that the Guarantor's obligations hereunder shall be in, but
not in excess of, the maximum amount permitted by applicable Federal or state
bankruptcy, insolvency, fraudulent conveyance or transfer, or similar laws (the
"Applicable Laws").

         9.       Bankruptcy of Borrower. Upon the bankruptcy or winding up or
                  ----------------------
other distribution of assets of the Borrower or of any surety or guarantor other
than the Guarantor for any Obligations of the Borrower to the Administrative
Agent, the Issuing Bank or the Banks, the Administrative Agent's, the Issuing
Bank's and the Banks' rights against the Guarantor shall not be affected or
impaired by the Administrative Agent's, Issuing Bank's or any of the Banks'
omission to prove its or their claim, as appropriate, or to prove its or their
full claim, as appropriate, and the Administrative Agent, the Issuing Bank and
the Banks may prove such claims as they see fit and may refrain from proving any
claim, and in their respective discretion they may value as they see fit or
refrain from valuing any security held by the Administrative Agent, the Issuing
Bank and the Banks, or any of them, without in any way releasing, reducing or
otherwise affecting the liability of the Guarantor to the Administrative Agent,
the Issuing Bank and the Banks.

         10.      Application of Payments. Any amount received by the
                  -----------------------
Administrative Agent, the Issuing Bank or any of the Banks from whatsoever
source and applied toward the payment of the Obligations shall be applied in
such order of application as the Administrative Agent, the Issuing Bank and the
Banks may in their sole discretion from time to time elect; provided, however,
that if any Bank obtains payment from any source on account of the Loans made by
it in excess of its ratable share of the Loans, such Bank shall forthwith
purchase from the other Banks such participations in the Loans as provided in
the Loan Agreement.

         11.      Waivers of Guarantor. The Guarantor hereby expressly waives:
                  --------------------
(a) notice of acceptance of this Guaranty, (b) notice of the existence or
creation of all or any of the Obligations, (c) presentment, demand, notice of
dishonor, protest, and all other notices whatsoever, (d) all diligence in
collection or protection of or realization upon the Obligations or any part
thereof, any obligation hereunder, or any security for any of the foregoing, and
(e) all rights of subrogation, indemnification, contribution and reimbursement
from the Borrower, all rights to enforce any remedy which the Administrative
Agent, the Issuing Bank and the Banks, or any of them, may have against the
Borrower and any benefit of, or right to participate in, any collateral or
security now or hereinafter held by the Administrative Agent, the Issuing Bank
or any of the Banks in respect of the Obligations, even upon payment in full of
the Obligations, except to the extent such waiver would be expressly prohibited
by Applicable Law. If a claim is ever made upon the Administrative Agent, the
Issuing Bank or any of the Banks for the repayment or recovery of any amount or
amounts received by such Person in payment of any of the Obligations and such
Person repays all or part of such amount by reason of (a) any judgment, decree
or order of any court or administrative body having jurisdiction over such
Person or any of its property, or (b) any settlement or compromise of any such
claim effected by such Person with any such claimant, including the Borrower,
then in such event the Guarantor agrees that any such judgment, decree, order,
settlement or compromise shall be binding upon the Guarantor, notwithstanding
any revocation hereof or the cancellation of any promissory note or other
instrument evidencing any of the Obligations, and the Guarantor shall be and
remain obligated to such Person hereunder for the amount so repaid or recovered
to the same extent as if such amount had never originally been received by such
Person.

         12.      Assignment of Obligations. The Administrative Agent, the
                  -------------------------
Issuing Bank and the Banks may each, to the extent permitted under the Loan
Agreement, and without notice of any kind, sell, assign or transfer all or any
part of the Obligations, and in such event each and every immediate and
successive assignee, transferee, or holder of all or any of the Obligations,
shall have the right to enforce this Guaranty, by suit or otherwise, for the
benefit of such assignee, transferee or holder as fully as if such assignee,
transferee or holder were herein by name specifically given such rights, powers
and benefits, but the Administrative Agent, the Issuing Bank and the Banks shall
have an unimpaired right, prior and superior to that of any such assignee,
transferee or holder, to enforce this Guaranty for the benefit of the
Administrative Agent, the Issuing Bank and the Banks, as to so much of the
Obligations as the Administrative Agent, the Issuing Bank and the Banks have not
sold, assigned or transferred.

         13.      Remedies Cumulative. No delay by the Banks, the Issuing Bank
                  -------------------
and the Administrative Agent, or any of them, in the exercise of any right or
remedy shall operate as a waiver thereof, and no single or partial exercise by
the Banks, the Issuing Bank and the Administrative Agent, or any of them, of any
right or remedy shall preclude other or further exercise thereof or the exercise
of any other right or remedy. No action by the Banks, the Issuing Bank and the
Administrative Agent, or any of them, permitted hereunder shall in any way
impair or affect this Guaranty. For the purpose of this Guaranty, the
Obligations shall include, without limitation, all Obligations of the Borrower,
to the Administrative Agent, the Issuing Bank and the Banks, notwithstanding any
right or power of any third party, individually or in the name of the Borrower,
the Administrative Agent, the Issuing Bank or the Banks, or any of them, to
assert any claim or defense as to the invalidity or unenforceability of any such
obligation, and no such claim or defense shall impair or affect the obligations
of the Guarantor hereunder.

         14.      Successors and Assigns. This Guaranty shall be binding upon
                  ----------------------
the Guarantor, its successors and assigns and inure to the benefit of the
successors and assigns of the Administrative Agent, the Issuing Bank and the
Banks. The Guarantor shall not assign its rights or obligations under this
Guaranty without the prior written consent of the Administrative Agent, the
Issuing Bank and the Banks; provided, however, that the Guarantor may assign its
rights or obligations under this Guaranty to another Consolidated Entity in the
event that the Guarantor merges or is consolidated with such Consolidated
Entity.

         15.      Guaranty of Payment; Notices. This is a guaranty of payment,
                  ----------------------------
not of collection. In the event the Administrative Agent, the Issuing Bank and
the Banks, or any of them, make a demand upon the Guarantor under this Guaranty,
whether or not made through the Administrative Agent, such Guarantor shall be
held and bound to the Administrative Agent, the Issuing Bank and the Banks
directly as debtor in respect of the payment of the amounts hereby guaranteed.
All costs and expenses, including reasonable attorneys' fees and expenses,
incurred by the Administrative Agent, the Issuing Bank and the Banks, or any of
them, in obtaining performance of or collecting payments due under this Guaranty
to the extent permitted by the Loan Agreement, shall be deemed part of the
obligations guaranteed hereby. Any notice or demand which the Administrative
Agent, the Issuing Bank and the Banks, or any of them, may wish to give shall be
served upon the Guarantor in the fashion prescribed for notices in Section 10.1
of the Loan Agreement in care of the Borrower, and the notice so sent shall be
deemed to be served as set forth in Section 10.1 of the Loan Agreement.

         16.      Loans Benefit Guarantor.  The Guarantor expressly represents
                  -----------------------
and acknowledges that any financial accommodations by the Administrative Agent,
the Issuing Bank and the Banks, or any of them, to the Borrower, including
without limitation the extension of the Loans, are and will be of direct
interest, benefit and advantage to the Guarantor.

         17.      Inspections; Records. The Guarantor covenants and agrees
                  --------------------
that so long as any amount is owing on account of the Loans, the Notes, or
otherwise pursuant to this Guaranty, the Guarantor shall permit representatives
of the Administrative Agent, the Issuing Bank and the Banks to visit and inspect
properties of the Guarantor during reasonable hours, inspect the Guarantor's
books and records and discuss with the principal officers of the Guarantor its
businesses, assets, liabilities, financial positions, results of operations and
business prospects.

         18.      Governing Law.  This Guaranty shall be construed in accordance
                  -------------
with the laws of the State of Georgia.

         19.      Loan Agreement to Control.  In the event any term or condition
                  -------------------------
contained herein is inconsistent with the terms and conditions contained in the
Loan Agreement, the terms and conditions of the Loan Agreement shall control.

         IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be
executed and sealed as of the date first above written.

                                       [NAME OF CONSOLIDATED ENTITY GUARANTOR]
                                       ---------------------------------------

                                       By:
                                           -----------------------------------
                                           Its:
                                                 -----------------------------
                                       Attest:
                                                ------------------------------
                                           Its:
                                                ------------------------------

                                           [CORPORATE SEAL]












                                    EXHIBIT B

                                  Form of Note





                                 PROMISSORY NOTE

$_____________                                         _____________, 200__

         FOR VALUE RECEIVED, the undersigned, COUSINS PROPERTIES INCORPORATED, a
Georgia corporation (the "Borrower"), promises to pay to the order of
                          --------
____________________________________ (together with its successors and assigns,
the "Bank"), c/o Bank of America, N.A., in its capacity as administrative agent
under the Loan Agreement (hereinafter referred to, together with any successor
Administrative Agent serving as such from time to time under the Loan Agreement,
as the "Administrative Agent") at its office located in Atlanta, Georgia (or at
        --------------------
such other place as the Administrative Agent may designate in writing to the
Borrower) the principal sum of ____________________________ AND N0/100 DOLLARS
($_____________) of United States funds, or, if less, so much thereof as may
from time to time be advanced by the Bank to the Borrower and is outstanding
hereunder, plus interest as hereinafter provided. Such Loans may be endorsed
from time to time on the grid attached hereto, but the failure to make such
notations (or any error in such notation) shall not affect the obligation of the
Borrower to repay unpaid principal and interest hereunder.

         Except as otherwise defined or limited herein, capitalized terms used
herein shall have the meanings ascribed to them in that certain Credit Agreement
dated as of August 31, 2001 (as the same may be amended from time to time, the
"Loan Agreement") by and among the Borrower, the Banks, the Issuing Bank, and
 --------------
the Administrative Agent.

         The principal amount of this Promissory Note shall be paid in such
amounts and at such times as are set forth in the Loan Agreement. The entire
principal balance of this Note then outstanding shall be due and payable on the
Maturity Date. This Note may be prepaid at the option of the Borrower, and is
subject to certain mandatory prepayments by the Borrower, on the terms set forth
in the Loan Agreement.

         The Borrower shall be entitled to borrow, repay and reborrow hereunder
pursuant to the terms, and subject to the conditions, of the Loan Agreement.
Prepayment of the principal amount hereof may be made only as provided in the
Loan Agreement.

         The Borrower shall pay interest from the date hereof on the daily
amount of the unpaid principal balance hereof from time to time outstanding as
provided in Article 2 of the Loan Agreement. Interest under this Note shall also
be due and payable when the entire principal amount of this Note then
outstanding shall become due and payable (whether at maturity, by reason of
acceleration or otherwise). Except as expressly provided to the contrary in the
Loan Agreement, the entire principal balance of this Note then outstanding shall
bear interest at the Default Rate upon the occurrence and during the continuance
of an Event of Default, which Default Rate interest shall be payable on the
earlier of DEMAND or the Maturity Date.

         In no event shall the amount of interest due or payable hereunder
exceed the maximum rate of interest allowed by Applicable Law. In the event any
such payment is inadvertently made by the Borrower or inadvertently received by
the Bank, then such excess sum shall be credited as a payment of principal,
unless the Borrower shall notify the Bank, in writing, that the Borrower elects
to have such excess sum returned to it forthwith. It is the express intent
hereof that the Borrower not pay and the Bank not receive, directly or
indirectly, in any manner whatsoever, interest in excess of that which may be
lawfully paid by the Borrower under Applicable Law. In determining whether or
not the amount of interest paid or payable, under any contingency, exceeds the
amount of interest paid or payable if the Obligations had at all times accrued
interest at the maximum rate permitted under Applicable Law, the Borrower and
the Bank agree that, to the maximum extent permitted under Applicable Law, (a)
any nonprincipal payment shall be characterized as an expense, fee or premium
rather than as interest, (b) prepayments and the effects thereof shall be
excluded, (c) the total amount of interest shall be "spread" throughout the
entire contemplated term of the Loan to and including the Maturity Date, and (d)
if the Obligations are paid and performed in full prior to the Maturity Date and
if the aggregate amount of interest received by the Bank for the actual period
of existence thereof exceeds the amount of interest that would have accrued on
the Obligations had the Obligations at all times from the inception thereof
borne interest at the maximum rate permitted under Applicable Law, the Bank
shall refund to the Borrower the amount of such excess, and, in such event, the
Bank shall not be subject to any penalties provided by any Applicable Laws for
contracting for, charging, reserving, taking or receiving interest in an amount
in excess of the amount which would have accrued on the obligations if the
Obligations had, at all times from the inception thereof, borne interest at the
maximum rate permitted under Applicable Law.

         This Note evidences the Bank's portion of the Loans under, and is
entitled to the benefits and subject to the terms of, the Loan Agreement which
contains provisions with respect to the acceleration of the maturity of this
Note upon the happening of certain stated events. This Note is also entitled to
the benefits of the Loan Documents and any other agreement or instrument
providing collateral for the Obligations, whether now or hereafter in existence,
and any filings, instruments, agreements and documents related thereto and
providing collateral for the Obligations. This Note evidences the obligation of
the Borrower to repay the aggregate principal amount of the Loan made or to be
made by the Bank in accordance with the terms and provisions of this Note and
the Loan Agreement.

         Should any installment of interest or any installment of principal not
be paid when due (and after the lapse of any applicable cure period), or should
any other Event of Default occur under the Loan Agreement or any other Loan
Document, then, and at any time thereafter, the Administrative Agent on behalf
of the Bank (but subject to the terms and provisions contained in the Loan
Agreement) shall have the right and option, in its sole discretion, to exercise
any and all of the remedies provided and available to it hereunder and under the
Loan Agreement.

         All parties now or hereafter liable with respect to this Note, whether
the Borrower, any guarantor, any endorser or any other person or entities,
hereby waive presentment for payment, demand, notice of nonpayment or dishonor,
protest and notice of protest, or any other notice of any kind with respect
thereto.

         No delay or failure on the part of the Bank in the exercise of any
right or remedy hereunder, under the Loan Agreement or any security document
pledging collateral, or under any guaranty or surety given to secure this Note,
or at law or in equity, shall operate as a waiver thereof, and no single or
partial exercise by the Bank (or the Administrative Agent on behalf of the Bank)
of any right or remedy hereunder, under the Loan Agreement or any security
document pledging collateral, or under any guaranty or surety given to secure
this Note, or at law or in equity, shall preclude or estop another or further
exercise thereof or the exercise of any other right or remedy.

         Principal and interest on this Note shall be payable and paid in lawful
money of the United States of America.

         The Borrower promises to pay all reasonable costs of collection,
including, but not limited to, reasonable attorneys' fees and expenses actually
incurred, should this Note be collected by or through an attorney-at-law or
under advice therefrom.

         Time is of the essence of this Note.

         The Bank shall be under no duty to exercise any or all of the rights
and remedies given by this Note and the Loan Agreement or under any of the other
Loan Documents, and no party to this instrument shall be discharged from the
obligations or undertaking hereunder, (a) should the Bank (or the Administrative
Agent on behalf of the Bank) release or agree not to sue any Person against whom
the party has, to the knowledge of the Bank, a right to recourse (or be deemed
to have so agreed), or (b) should the Bank (or the Administrative Agent on
behalf of the Bank) agree to suspend the right to enforce this Note or the
Bank's interest in any collateral pledged or any guaranty given to secure this
Note against such Person or otherwise discharge such Person (or be deemed to
have so agreed).

         THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
LAWS OF THE STATE OF GEORGIA APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN
THE STATE OF GEORGIA (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES
THEREOF).


         [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]






         IN WITNESS WHEREOF, the duly authorized officers of the Borrower have
executed this Note as of the day and year first above written.


                                            COUSINS PROPERTIES INCORPORATED


                                             By:
                                                -----------------------------
                                                Print Name:
                                                           ------------------
                                                Its:
                                                    -------------------------
                                             Attest:
                                                    -------------------------
                                                Print Name:
                                                           ------------------
                                                Its:
                                                    -------------------------

                                                      [CORPORATE SEAL]







                                    ADVANCES


--------------------------------------------------------------------------------
    Date             Amount of         Amount of Principal             Notation
                      Advance            Paid or Prepaid                Made By
--------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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













                                    EXHIBIT C

                            Form of Request for Loan




                                    EXHIBIT C

                            FORM OF REQUEST FOR LOAN


         I, __________________________, the ________________ of Cousins
Properties Incorporated (the "Borrower") and an Authorized Signatory thereof, do
                              --------
hereby certify pursuant to the provisions of that certain Credit Agreement dated
as of August 31, 2001 (as amended from time to time, the "Loan Agreement"), by
                                                          --------------
and among the Borrower, the financial institutions from time to time party
thereto as "Banks" (collectively, the "Banks"), Bank of America, N.A., as issuer
of certain letters of credit (in such capacity, the "Issuing Bank") and Bank of
                                                     ------------
America, N.A., as administrative agent for the Banks and the Issuing Bank (in
such capacity, the "Administrative Agent"), that:
                    --------------------

         1.       The Borrower hereby requests a Loan in the amount of
$_________ to be made on _____________, _____ (or if this Request shall not be
received in time for such Loan to be made on such date, then on the next
succeeding Business Day). The Borrower requests that the Loan be:

                  [Check one box only]

                      ___ Base Rate Loans
                      ___ Federal Funds Loans

                      ___ Eurodollar Rate Loans, each with an initial
                            Interest Period for a duration of:


                         [Check one box only] ___  1 month
                                              ___  2 months
                                              ___  3 months
                                              ___  6 months

The foregoing instructions shall be irrevocable.

         2.       All reports, statements and other documentation heretofore
or herewith delivered to the Administrative Agent by or on behalf of the
Borrower are substantially true and correct and in all respects what they
purport and appear to be.

         3.       All representations and warranties of the Borrower made
under the Loan Agreement, which in accordance with Section 4.2 of the Credit
Agreement are made at and as of the time of such Loans, are true and correct in
all material respects as of the date hereof, both before and after giving effect
to the application of the proceeds of the Loan in connection with which this
Request is given, except as follows (if any):



         4.       The incumbency of Persons authorized by the Borrower to sign
documents is as stated in the certificate of incumbency most recently delivered
to the Administrative Agent pursuant to the Loan Agreement.

         5.       There does not exist, as of this date, and after giving
effect to the Loans requested in this Request, any Default or Event of Default
under the Loan Agreement.

         6.       Borrower agrees to notify the Administrative Agent in
writing immediately if the matters certified herein will not be true and correct
as of the time of the requested Loan, and the foregoing certifications shall be
deemed made and ratified as of the time of the Loan unless the Borrower so
notifies the Administrative Agent in writing before that time.

         7.       As of the date hereof, the Borrower has no claims, causes of
action or demands against the Administrative Agent, the Issuing Bank or any of
the Banks, or defenses or offsets to payment of the Loans or any other amounts
due under the Loan Documents.

         8.       The Administrative Agent's acceptance of this Request for
Loan will in no way operate as a waiver by the Administrative Agent, the Issuing
Bank or the Banks of any term, condition, covenant or agreement contained in the
Loan Documents, or of the Administrative Agent's right to enforce any term,
condition, covenant or agreement therein.

         9.       The sum of (a) the Letter of Credit Obligations, (b) the
Loans (including, without limitation, the principal amount outstanding under the
Cash Management Line of Credit) and (c) the Loan requested hereunder, does not
exceed the Available Commitment on the date hereof.

         Capitalized terms used in this Request and not otherwise defined herein
are used herein as defined in the Loan Agreement.

         Done as of the ____ day of  _____________, _____.


                                           COUSINS PROPERTIES INCORPORATED,
                                           a Georgia corporation

                                            By:
                                               ---------------------------------
                                               Print Name:
                                                          ----------------------
                                               Its:
                                                   -----------------------------











                                    EXHIBIT D

                Form of Request for Issuance of Letter of Credit






                                    EXHIBIT D

                         FORM OF REQUEST FOR ISSUANCE OF
                                LETTER OF CREDIT


         I, ________________________, the __________________ of Cousins
Properties Incorporated (the "Borrower") and an Authorized Signatory thereof, do
                              --------
hereby certify pursuant to the provisions of the Credit Agreement dated as of
August 31, 2001 (as amended from time to time, the "Loan Agreement"), by and
                                                    --------------
among the Borrower, the financial institutions from time to time party thereto
as "Banks" (collectively, the "Banks"), Bank of America, N.A., as issuer of
    -----
certain letters of credit (in such capacity, the "Issuing Bank") and Bank of
                                                  ------------
America, N.A., as administrative agent for the Banks (in such capacity, the
"Administrative Agent"), that:
 --------------------

                  1.       Pursuant to Section 2.9 of the Loan Agreement, the
         Borrower hereby requests the issuance by the Issuing Bank of a
         [Commercial/Standby] Letter of Credit under the Commitment in the
         stated amount of $________ to be issued on ___________, _____ (the
         "Issue Date"), for the benefit of _____________________ _____________
         (the "Beneficiary"), containing the terms set forth in the Application
         for Letter of Credit attached hereto as Exhibit A.

                  2.       The address of the Beneficiary is as follows:

                           _________________________________
                           _________________________________
                           _________________________________
                           _________________________________



                  3.       I hereby certify to the Administrative Agent that
         the Issuing Bank is permitted to issue such Letter of Credit for such
         purpose under the terms of the Loan Agreement.

                  4.       The stated amount of the Letter of Credit requested
         herein does not exceed the Available Letter of Credit Commitment.

                  5.       There does not exist on this date, and will not exist
         after issuance of the requested Letter of Credit, a Default or an Event
         of Default.

                  6.       No material adverse change has occurred in the
         business, assets, liabilities, financial condition, results of
         operations or business prospects of the Borrower since the Agreement
         Date.

                  7.       All representations and warranties of the Borrower
         made under the Loan Agreement, which in accordance with Section 4.2 of
         the Loan Agreement are made at and as of the time of such issuance of
         the requested Letter of Credit, are true and correct in all material
         respects as of the date hereof, both before and after giving effect to
         the issuance of the Letter of Credit in connection with which this
         Request is given, except as follows (if any):

                  8.       The incumbency of persons authorized by the
         Borrower to sign documents is as stated in the certificate of
         incumbency most recently delivered to the Administrative Agent pursuant
         to the Loan Agreement.

         Capitalized terms used herein and not otherwise defined are used as
defined in the Loan Agreement.

         Dated as of this _____ day of ___________________, _____.

                                        COUSINS PROPERTIES INCORPORATED,
                                        a Georgia corporation

                                        By:
                                           -------------------------------------
                                           Print Name:
                                                      --------------------------
                                           Its:
                                                      --------------------------














                                    EXHIBIT E

                       Form of Borrower's Loan Certificate






                 LOAN CERTIFICATE AND CERTIFICATE OF INCUMBENCY


         The undersigned, who is the Senior Vice President and Secretary of
Cousins Properties Incorporated, a Georgia corporation (the "Borrower"), does
                                                             --------
hereby certify on behalf of the Borrower that the undersigned is the duly
elected and qualified Senior Vice President and Secretary of the Borrower and an
Authorized Signatory of the Borrower.

         In connection with the making of certain loans to the Borrower in the
aggregate principal amount not to exceed $275,000,000 by the Banks under that
certain Credit Agreement of even date herewith (the "Loan Agreement") by and
                                                     --------------
among the Borrower, the financial institutions from time to time party thereto
as "Banks" (collectively, the "Banks"), Bank of America, N.A., as issuing bank
                               -----
for certain letters of credit (in such capacity, the "Issuing Bank") and Bank of
                                                      ------------
America, N.A., as administrative agent for the Banks (in such capacity, the
"Administrative Agent"), the undersigned hereby further certifies to the
 --------------------
Administrative Agent, the Issuing Bank and the Banks on behalf of the Borrower
that:

         1.       Attached hereto as Exhibit A is a true, correct, and complete
                                     ---------
copy of the Articles of Incorporation of the Borrower, as in effect on the date
hereof;

         2.       Attached hereto as Exhibit B is a true, correct, and complete
                                     ---------
copy of the By-Laws of the Borrower, as in effect on the date hereof;

         3.       Attached hereto as Exhibit C is a certificate of existence
                                     ---------
from the Secretary of State of the State of Georgia and the Secretary of State
of the State of North Carolina, and the Borrower has taken no action which would
cause it not to be in good standing under the laws of such states as of the date
of this Loan Certificate;

         4.       Attached hereto as Exhibit D is a true, correct, and
                                     ---------
complete copy of the resolutions duly adopted by the Board of Directors of the
Borrower by unanimous written consent of such Directors effective
__________________, authorizing the Borrower to execute and deliver all
documents, instruments and agreements to which it is a party, in connection with
the consummation of the financing transactions contemplated in the Loan
Agreement (the "Financing") , which resolutions have not been amended,
rescinded, or modified, are in full force and effect on the date hereof, and do
not violate or conflict with the Articles of Incorporation or By-Laws of the
Borrower, as in effect on the date of such meeting and on the date hereof;

         5.       The following persons have been duly elected to the offices
of the Borrower set forth beside their names, have been duly qualified and at
all times since ____________ were, and on the date hereof are, holding the
offices set forth opposite their respective names below, and the signatures set
forth opposite their respective names are their respective genuine signatures:



      Name                          Title                         Signatures
      ----                          -----                         ----------

Tom G. Charlesworth       Senior Vice President, General
                          Counsel and Secretary
                                                            ____________________

Kelly H. Barrett          ______________________________
                                                            ____________________

___________________       ______________________________    ____________________

___________________       ______________________________    ____________________



         The undersigned acknowledges that the Administrative Agent, the Issuing
Bank and the Banks will rely, and are hereby authorized to rely, on the truth,
accuracy and completeness of the foregoing certifications in consummating the
Financing.

         Capitalized terms used herein and not otherwise defined are used as
defined in the Loan Agreement.

         IN WITNESS WHEREOF, I have hereunto set my hand and seal, and have
affixed the lawful seal of the Borrower, on August 31, 2001.

                                                                       (SEAL)
                     --------------------------------------------------


                                           (CORPORATE SEAL)


         I, ____________________, hereby certify that (a) I am the duly elected
or appointed, qualified, and acting ____________________ of the Borrower and (b)
Tom G. Charlesworth is the duly elected or appointed, qualified, and acting
Secretary of the Borrower, and (c) the signature of Tom G. Charlesworth set
forth above is his genuine signature.

                                                                        (SEAL)
                      --------------------------------------------------

         Exhibit A - Articles of Incorporation
         Exhibit B - By-Laws
         Exhibit C - Certificates of Existence
         Exhibit D - Authorizing Resolutions













                                    EXHIBIT F

                      Form of Opinion of Borrower's Counsel




                      [Letterhead of Troutman Sanders LLP]


                                 August 31, 2001

Bank of America, N.A., as Administrative Agent
100 North Tryon Street, 15th Floor
Charlotte, North Carolina  28255

Each of the Banks and the Issuing Bank from time to time party to the Credit
Agreement referred to below

         Re:       Credit Agreement dated as of the date hereof (the
                  "Credit Agreement") by and among Cousins Properties
                  Incorporated, a Georgia corporation (the "Borrower"), the
                  Banks signatories thereto (collectively, the "Banks"), Bank of
                  America, N.A., as issuing bank for certain letters of credit
                  (in such capacity, the "Issuing Bank") and Bank of America,
                  N.A., as administrative agent for the Issuing Bank and Banks
                  (in such capacity, the "Administrative Agent")

Ladies and Gentlemen:

         We have acted as counsel to Borrower and certain of its entities set
forth on Schedule 1 hereto which are consolidated with Borrower for financial
reporting purposes (the "Consolidated Entity Guarantors") in connection with the
Credit Agreement, pursuant to which and subject to the terms and conditions
whereof the Banks agreed to make loans to the Borrower in the maximum amount of
$275,000,000.00. Unless otherwise defined herein, terms defined in the Credit
Agreement are used herein as therein defined. This opinion is being delivered
pursuant to Section 3.1(a)(iv) of the Credit Agreement.

         In this capacity, we have reviewed originals or copies, certified or
otherwise identified to our satisfaction, of the following documents:

         (a)      the Credit Agreement;

         (b)      the Notes;

         (c)      the Consolidated  Entity Guaranty dated as of August 31, 2001
                  (the "Consolidated  Entity Guaranty Agreement")  executed  and
                  delivered  by  (1) Cousins,  Inc.,  an  Alabama  corporation
                  ("CI"); (2) Cousins/Daniel,  LLC, a Georgia limited  liability
                  company  ("Cousins/Daniel");  (3) Cousins Real Estate
                  Corporation,  a Georgia corporation  ("CREC");  (4) Cousins
                  MarketCenters, Inc., a Georgia corporation  ("CMCI"), formerly
                  known as Cousins/New Market Development  Company,  Inc.;
                  (5) Cousins  Real  Estate  Development,  Inc.,  a Georgia
                  corporation  ("CREDI"); (6) New  Land Realty, LLC,  a  Georgia
                  limited  liability  company  ("NLR");  (7) CREC  II  Inc.,  a
                  Georgia corporation ("CREC II"); (8) Cousins Stone Texas Inc.,
                  a Georgia corporation ("CSTI");  (9) CS Texas Inc.,  a Georgia
                  corporation  ("CS");  (10) Perimeter  Expo  Associates,  L.P.,
                  a Georgia limited  partnership  ("Expo");  (11) Cousins/Myers
                  Second Street  Partners,  L.L.C., a Delaware limited liability
                  company ("CMSSP");  (12)  Cousins/Cerritos I, LLC, a Delaware
                  limited liability company  ("Cousins/Cerritos"),  formerly
                  known as CommonWealth/Cousins I, LLC; (13) CP Venture Three
                  LLC, a Delaware limited liability company ("Development LLC");
                  (14)  Cousins/Myers II, LLC, a Delaware limited liability
                  company  ("Cousins/Myers  II"); (15) Cousins  Properties Texas
                  LP, a Texas limited  partnership  ("CPTLP");  (16) Cousins
                  Texas GP, Inc., a Georgia  corporation ("CTGP");  (17) Cousins
                  Texas Inc., a Georgia corporation ("CTI");  (18) Cousins
                  Austin GP, Inc., a Georgia corporation  ("CAGP"); (19) Cousins
                  Austin, Inc., a Georgia corporation ("CAI");  (20) Cousins
                  Properties  Services  L.P., a Texas limited  partnership
                  ("CPSLP"),  formerly  known as  Cousins Stone L.P;  (21) Cedar
                  Grove Lakes,  LLC, a Georgia  limited  liability  company
                  ("Cedar Grove"); and (22) Presidential MarketCenter LLC, a
                  Georgia limited liability company ("PMLLC");

         (d)      the Articles of Incorporation of the Borrower and all
                  amendments thereto certified by the Secretary of State of
                  Georgia as of August 9, 2001 and the Bylaws of the Borrower
                  and all amendments thereto, certified by the Secretary of the
                  Borrower;

         (e)      the  Articles of Incorporation and Bylaws of each Consolidated
                  Entity  Guarantor which is a corporation, the  partnership
                  agreement of each Consolidated  Entity  Guarantor  which  is a
                  partnership,  and the articles of  organization and  operating
                  agreement  of each  Consolidated Entity Guarantor which is a
                  limited liability  company,  certified in the case of the
                  articles of incorporation  of CREC by the  Secretary of State
                  of Georgia on August 9, 2001,  certified in the case of the
                  articles  of  incorporation  of each of CREC  II,  CTGP,  CTI,
                  CAGP  and CAI by the Secretary  of State of Georgia on August
                  10,  2001,  certified  in the case of the  articles  of
                  incorporation of CMCI by the Secretary of State of Georgia on
                  August 12,  2001,  certified in the case of the articles of
                  incorporation  of each of CREDI, CSTI and CS by the  Secretary
                  of State of Georgia on August 13, 2001,  certified in the case
                  of the articles of  incorporation  of CI by the  Secretary  of
                  State of Alabama on August 9, 2001,  certified  in the case of
                  the articles of organization  of  Cousins/Daniel  by the
                  Secretary  of the State of  Georgia  on August 9, 2001,
                  certified  in the  case of the  certificate  of  limited
                  partnership  of  Perimeter  Expo by the Secretary  of State of
                  Georgia on August  24,  2001,  certified  in the case of the
                  articles  of organization  of each of NLR and Cedar Grove by
                  the  Secretary  of State of Georgia on August 13, 2001,
                  certified in the case of the certificate of limited
                  partnership of CPTLP by the Secretary of State of the State of
                  Alabama on August 15,  2001,  certified  in the case of the
                  articles or organization of PMLLC by the Secretary of State of
                  Georgia on August 24, 2001,  certified in the case of the
                  certificate  of formation of each of CMSSP,  Cousins/Cerritos,
                  Development  LLC and Cousins/Myers  II by the Secretary of
                  State of Delaware on August 9, 2001, and certified,  in all
                  other cases,  by the  Secretary of either such  Consolidated
                  Entity Guarantor or of the general partner or managing or sole
                  member of such Consolidated Entity Guarantor;

         (f)      the Certificate of Existence  issued by the Secretary of State
                  of Georgia,  relating to (1) the Borrower and dated as of
                  August 9, 2001; (2)  Cousins/Daniel  and dated as of August 9,
                  2001; (3) CREC and dated as of  August 9,  2001;  (4) CMCI and
                  dated as of August 12, 2001;  (5) CREDI and dated as of August
                  13, 2001;  (6) NLR and dated as of August 13,  2001;  (7) CREC
                  II and dated as of August 10, 2001;  (8) CSTI and dated as of
                  August 13, 2001;  (9) CS and dated as of August 13, 2001;
                  (10) Expo  and dated as of August 10,  2001;  (11) CTGP  and
                  dated as of August 10,  2001; (12) CTI and dated as of August
                  10,  2001;  (13) CAGP  and dated as of August 10, 2001;  (14)
                  CAI and dated as of August  10,  2001;  (15) Cedar  Grove and
                  dated as of August 13,  2001;  and (16) PMLLC and dated as of
                  August 24, 2001;

         (g)      the  Certificate  of Good  Standing  issued by the  Department
                  of Revenue of the State of Alabama relating to CI and dated
                  August 14, 2001;

         (h)      the Certificates of Good Standing issued by the
                  Secretary of State of Delaware, relating to CMSSP,
                  Cousins/Cerritos, Development LLC and Cousins/Myers II and
                  each dated August 9, 2001;

         (i)      the  Certificate  of Existence  issued by the  Secretary of
                  State of Texas  relating to CPTLP and dated August 15, 2001;

         (j)      the Certificate of Existence issued by the Secretary of
                  State of Texas relating to Cousins Stone LP (the predecessor
                  by name change to CPSLP) and dated August 22, 2001, together
                  with a copy of the Certificate of Amendment No. 3 to the
                  Certificate of Limited Partnership of Cousins Stone LP marked
                  "filed" by the Secretary of State of Texas on August 9, 2001;

         (k)      resolutions of the Board of Directors of the Borrower,
                  adopted as of August 7,  2001,  certified by the Secretary of
                  the Borrower;

         (l)      resolutions of the Board of Directors of each corporate
                  Consolidated Entity Guarantor, adopted as of August 7, 2001,
                  certified by the Secretary of such corporate Consolidated
                  Entity Guarantor, and action of the Board of Directors of each
                  corporate Consolidated Entity Guarantor taken by unanimous
                  written consent without a meeting effective as to each such
                  corporate Consolidated Entity Guarantor as of August 7, 2001;

         (m)      resolutions  of the partners of Expo,  adopted as of August 7,
                  2001,  certified by the  Secretary of Borrower, a general
                  partner of Expo;

         (n)      resolutions  of the partners of CPTLP, adopted as of August 7,
                  2001,  certified by the Secretary of CTGP, a general partner
                  of CPTLP;

         (o)      resolutions  of the partners of CPSLP, adopted as of August 7,
                  2001,  certified by the Secretary of CSTI, a general partner
                  of CPSLP;

         (p)      resolutions of CP Venture LLC as managing member of
                  Development LLC, adopted as of August 7, 2001, certified by
                  the Secretary of Borrower as member of CP Venture LLC;

         (q)      a certificate of the Executive Vice President and Chief
                  Investment Officer of the Borrower, CI, CREC, CMCI, CREDI,
                  CREC II, CSTI, CS, CTGP, CTI, CAGP and CAI and in
                  substantially the form attached hereto as Exhibit B (the
                                                            ---------
                  "Officers' Certificate"); and

         (r)      the agreements listed on Schedule 2 attached hereto
                                           ----------
                  (the "Material Agreements") to which Borrower or a
                  Consolidated Entity Guarantor is a party.

         The agreements and documents referred to in subparagraphs (a) through
(c) above are hereinafter referred to collectively as the "Loan Documents" and
the documents referred to in subparagraphs (d) through (q) above are hereinafter
referred to as the "Constituent Documents."

         In addition, we have examined originals or copies,  certified or
otherwise identified to our satisfaction, of such corporate records, agreements,
documents and other instruments, as applicable, and such certificates or
comparable documents of public officials and of officers and representatives of
the Borrower, and have made such inquiries of such officers and representatives,
as we have deemed relevant and necessary as a basis for the opinions hereinafter
set forth.

         In such examination, we have assumed the genuineness of all signatures
(other than those of officers of the Borrower, each corporate Consolidated
Entity Guarantor, the corporate general partners of Expo, CPTLP and CPSLP, and
the managing or sole members, as the case may be, of Cousins/Daniel, NLR, CMSSP,
Cousins/Cerritos, Development LLC, Cousins/Myers II, and Cedar Grove), the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic
copies, and the authenticity of the originals of such latter documents.

         We have also assumed, for the purposes of the opinions herein
expressed, that:

         (1)      less than  twenty-five  percent of the assets of Borrower or
any  Consolidated  Entity  Guarantor consists of Margin Stock;

         (2)      the Administrative Agent, the Issuing Bank and each Bank is
duly formed or organized, validly existing and in good standing as a national
banking association under the laws of the United States of America;

         (3)      each party to the Loan Documents (other than the Borrower
and the Consolidated Entity Guarantors) is, to the extent required, duly
qualified or registered and authorized to transact business in the State of
Georgia;

         (4)      the Loan Documents constitute the legal, valid and binding
obligation of each party thereto other than the Borrower and the Consolidated
Entity Guarantors;

         (5)      each party to the Loan Documents (other than the Borrower
and the Consolidated Entity Guarantors) (A) has all requisite power and
authority to enter into and perform such Loan Documents; (B) has duly
authorized, executed and delivered each of the Loan Documents to which it is to
be signatory; and (C) in taking any action under the Loan Documents in respect
to the Borrower or any Consolidated Entity Guarantor, will comply with any
standard of conduct legally applicable to it (including, without limitation, any
requirement that such party act reasonably, in good faith, in a commercially
reasonable manner, or otherwise in compliance with applicable law).

         We have represented the Borrower in connection with the transactions
contemplated by the Loan Documents and in connection with other matters referred
to us by the Borrower from time to time in the past but we do not represent the
Borrower or the Consolidated Entity Guarantors in connection with all matters in
which they seek legal advice or representation and we are not privy to all of
the details pertaining to the operations and business affairs of the Borrower or
the Consolidated Entity Guarantors. As to the factual matters forming the basis
of our opinions, such opinions are based solely upon facts within the conscious
awareness of the attorneys who have devoted substantial attention to the
Borrower in connection with the transactions contemplated by the Loan Documents.
As to all questions of fact material to this opinion that have not been
independently established, we have relied upon certificates or comparable
documents of officers or representatives of the Borrower and upon the
representations and warranties of the Borrower contained in the Loan Documents.
We have not made an independent review or investigation as to the existence of
actions, suits, investigations or proceedings, if any, pending or threatened
against the Borrower or any Consolidated Entity Guarantor.

         Based on the foregoing, we are of the opinion that:

         1.       The Borrower is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of Georgia, and has
all requisite corporate power and authority to conduct its business as such
business is described in the first two paragraphs under Part 1, Item 1 of
Borrower's annual report on Form 10-K for the fiscal year ended December 31,
2000 filed with the Securities and Exchange Commission (the "Business
Description"). The Borrower has the corporate power to execute, deliver and
perform all of its obligations under each Loan Document to which it is a party.

         2.       Each of CREC, CMCI, CREDI, CREC II, CSTI, CS, Expo, CTGP,
CTI, CAGP and CAI is, as indicated on Schedule 1 hereto in respect of such
Consolidated Entity Guarantor, either a corporation or partnership duly formed
and validly existing under the laws of the State of Georgia, and has all
requisite corporate or partnership, as the case may be, power to conduct its
business as such business is described in the Business Description, in the case
of such corporate Consolidated Entity Guarantors, and to conduct the business of
owning and operating a retail strip shopping center, in the case of Expo. Each
of CMSSP, Cousins/Cerritos, Development LLC and Cousins/Myers II is a limited
liability company duly formed and validly existing under the laws of the State
of Delaware and has all limited liability company power to conduct the business
of constructing, owning and operating commercial real estate assets. CI is a
corporation duly formed and validly existing under the laws of the State of
Alabama and has all requisite corporate power to conduct the business of owning
and operating commercial real estate assets and owning its member interest in
Cousins/Daniel. Each of Cousins/Daniel, NLR, Cedar Grove and PMLLC is a limited
liability company duly formed and validly existing under the laws of the State
of Georgia and has all limited liability company power to conduct the business
of constructing, owning and operating commercial real estate assets. Each
Consolidated Entity Guarantor has the corporate, limited liability company or
partnership, as the case may be, power and authority to execute, deliver and
perform all of its obligations under each Loan Document to which it is a party.

         3.       The execution, delivery and performance by the Borrower of
the Credit Agreement, the Notes and each other Loan Document to which it is a
party are duly authorized by all necessary corporate action and do not and will
not (a) contravene the Constituent Documents of Borrower; (b) violate any law,
rule, regulation, or to our knowledge, any order, writ, judgment, injunction,
decree, determination or award of any court, arbitrator or government,
commission, board, bureau, agency or other instrumentality applicable to or
binding upon the Borrower; (c) result in a breach of or constitute a default
under any Material Agreement; or (d) under the terms of the Material Agreements,
result in, or require, the creation or imposition of any Lien upon or with
respect to any of the properties owned by the Borrower, except for Permitted
Liens.

         4.       The execution, delivery and performance by each
Consolidated  Entity Guarantor of the Consolidated Entity Guaranty Agreement
and each other Loan Document to which it is a party are duly authorized by all
necessary corporate, limited liability company or partnership, as the case may
be, action and do not and will not (a) contravene the Constituent Documents of
such Consolidated Entity Guarantor; (b) violate any law, rule, regulation, or to
our knowledge, any order, writ, judgment, injunction, decree, determination or
award of any court, arbitrator or government, commission, board, bureau, agency
or other instrumentality applicable to or binding upon such Consolidated Entity
Guarantor; (c) result in a breach of or constitute a default under any Material
Agreement; or (d) under the terms of the Material Agreements, result in, or
require, the creation or imposition of any Lien upon or with respect to any of
the properties owned by such Consolidated Entity Guarantor, except for Permitted
Liens.

         5.      No authorization, consent, approval, license, exemption of
or filing or registration with any Governmental Authority (collectively,
"Consents"), is or will be necessary for the valid execution, delivery or
performance by the Borrower of the Credit Agreement, the Notes or any other Loan
Document, or for the payment to the Banks of any sums under such documents,
except for Consents previously obtained.

         6.      The Loan Documents to which the Borrower is a party have
each been duly executed and delivered by Borrower and each constitutes the
legal, valid and binding obligation of the Borrower enforceable against it in
accordance with its terms.

         7.      The Consolidated Entity Guaranty Agreement has been duly
executed and delivered by each Consolidated Entity Guarantor, and constitutes
the legal, valid and binding obligation of each Consolidated Entity Guarantor
enforceable against it in accordance with its terms.

         8.      To our knowledge, except as provided in Schedule 10 attached
to the Credit Agreement, there are no actions, suits or proceedings pending or
threatened in writing against or affecting the Borrower, any of the Consolidated
Entity Guarantors or their respective properties, that are reasonably likely to
have a Materially Adverse Effect.

         9.      The Loan Documents do not violate the laws of the State of
Georgia regarding maximum rates of interest which may be charged, assuming that
(1) the Issuing Bank and each Bank has committed pursuant to the Credit
Agreement to lend or advance $250,000 or more to Borrower; (2) no interest will
be charged on unpaid interest under the Credit Agreement or any Note; and (3) at
no time will the interest and other charges for the use of money, whether
computed over the term of the contract at a rate stated in the contract or
precomputed at a stated rate on the scheduled principal balance or computed in
any other way or any other form, reserved, charged or taken with respect to such
loan or loans exceed, directly or indirectly, 5% per month of the outstanding
principal balance of such loan or loans.

         10.     None of the transactions contemplated by the Credit
Agreement (including, without limitation, the use of the proceeds of the Loans
thereunder) will violate or result in violation of Section 7 of the Securities
Exchange Act of 1934, as amended, any regulations pursuant thereto, or
Regulations T, U or X of the Board of Governors of the Federal Reserve System.

         The opinions expressed in numbered paragraphs 6 and 7 above are subject
to:

         (1)     the effect of any applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or similar laws affecting
creditors' rights generally and to possible judicial action giving effect to
governmental actions affecting creditors' rights;

         (2)     the effect of general principles of equity, including
(without limitation) concepts of materiality, reasonableness, good faith and
fair dealing (regardless of whether considered in a preceding in equity or at
law);

         (3)     the effect of laws requiring mitigation of damages;

         (4)     the limitation that rights to indemnification and
contribution under the Loan Documents may be limited by any federal or state law
(including any federal or state securities law) or public policy;

         (5)     the effect of any course of dealing, course of performance,
or the like, that would modify the terms of an agreement or the respective
rights or obligations of the parties under an agreement;

         (6)     the possible unenforceability of (i) provisions relating to
rights of set off, except to the extent exercised in accordance with applicable
law; (ii) provisions providing that determinations by a party or a party's
designee are conclusive; (iii) provisions permitting modifications of an
agreement only in writing; (iv) provisions providing that the provisions of an
agreement are severable in all circumstances; (v) the limitation that the right
to collect attorneys' fees will be limited to the extent set forth in O.C.G.A.
ss. 13-1-11; (vi) provisions permitting the exercise, under certain
circumstances, of rights without notice or without providing opportunity to cure
failures to perform; (vii) provisions imposing increased interest rates or late
payment charges upon delinquency in payment or default or providing for
liquidated damages or for premiums on prepayment, acceleration, redemption,
cancellation, or termination, to the extent such provisions are deemed to be
penalties or forfeitures; (viii) provisions which constitute waivers or advance
consents that have the effect of requiring binding arbitration, waiving statutes
of limitation, marshaling of assets or similar requirements, or as to the
jurisdiction of courts, the venue of actions, the right to jury trial or, in
certain cases, notices; (ix) provisions providing waivers or consents by a party
may not be given effect unless in writing or in compliance with particular
requirements or that a failure or delay in taking actions may not constitute a
waiver of related rights or provisions or that one or more waivers may not under
certain circumstances constitute a waiver of other matters of the same kind; (x)
provisions providing that enumerated remedies are not exclusive or that a party
has the right to pursue multiple remedies without regard to other remedies
elected or that all remedies are cumulative; and (xi) provisions permitting
self-help and non-judicial remedies, such as a right, without judicial process,
to enter upon, to take possession of, to collect, retain, use and enjoy rents,
issue and profits from property, or to manage property except as permitted by
O.C.G.A. ss.11-9-503; and

         (7)     the limitation that certain other of the remedial provisions
in the Loan Documents are or may be unenforceable in whole or in part under
applicable law, but the inclusion of such provisions and of the provisions set
forth in the immediately preceding paragraph does not, in our opinion,
substantially impede the ability of the Administrative Agent, the Issuing Bank
and the Banks to collect the principal amount of the Notes and the other amounts
due from the Borrower under the Loan Documents.

         We express no opinion as to (i) except as expressly set forth in
numbered paragraph 9 hereof, the applicability or effect of laws relating to
interest and usury; (ii) except as expressly set forth in numbered paragraph 10
hereof, the applicability or effect of state or federal securities laws; (iii)
the applicability or effect on the Loan Documents of laws of any county, town,
municipality or other political subdivision of the State of Georgia; (iv) any
covenant in the Material Agreements of a financial or numerical nature or
requiring computation; or (v) compliance or noncompliance, or the effect of any
such noncompliance, with any fiduciary duty by any Person having any such
fiduciary duty.  We are admitted to practice in the State of Georgia,
and we express no opinion as to matters under or involving the laws of any
jurisdiction other than the federal laws of the United States of America, the
laws of the State of Georgia, the Limited Liability Company Law of the State of
Delaware, and the General Corporation Law of the State of Alabama, insofar as
such laws are applicable to the matters covered.

         The opinions expressed herein represent the judgment of this law firm
as to certain legal matters, but they are not guarantees or warranties and
should not be construed as such. By rendering our opinion, we do not undertake
to update or supplement this opinion to reflect any facts or circumstances which
may hereafter come to our attention or any changes in laws which may hereafter
occur. This opinion has been rendered to the addressees hereof (collectively,
the "Addressees") on condition that the opinions expressed herein (a) may be
relied upon only by such Addressees (and their respective participants and
assignees) only in connection with the transactions contemplated by the Loan
Documents, (b) may not be used by any Addressee (or a participant or assignee)
for any other purpose and (c) may not be used, circulated, quoted or otherwise
referred to by any other Person for any purpose without our prior written
consent in each instance except that it may be distributed and disclosed by an
Addressee (x) to any Governmental Authority (or a representative thereof) having
jurisdiction over such Addressee, (y) to any prospective participant in or
assignee of an Addressee's interest in the Loans and the Loan Documents, or (z)
pursuant to legal process.

                                     Very truly yours,

                                     TROUTMAN SANDERS LLP



                                     By:
                                        ---------------------------------------
                                        John W. Griffin
                                        Partner








                                   SCHEDULE 1

                         CONSOLIDATED ENTITY GUARANTORS

1.       Cousins, Inc., an Alabama corporation

2.       Cousins/Daniel, LLC, a Georgia limited liability company

3.       Cousins Real Estate Corporation, a Georgia corporation

4.       Cousins  MarketCenters,  Inc., a Georgia  corporation,  formerly
         known as Cousins/New  Market  Development Company, Inc.

5.       Cousins Real Estate Development, Inc., a Georgia corporation

6.       New Land Realty, LLC, a Georgia limited liability company

7.       CREC II Inc., a Georgia corporation

8.       Cousins Stone Texas Inc., a Georgia corporation

9.       CS Texas Inc., a Georgia corporation

10.      Perimeter Expo Associates, L.P., a Georgia limited partnership

11.      Cousins/Myers Second Street Partners, L.L.C., a Delaware limited
         liability company

12.      Cousins/Cerritos I, LLC, a Delaware limited liability company, formerly
         known as CommonWealth/Cousins I, LLC

13.      CP Venture Three LLC, a Delaware limited liability company

14.      Cousins/Myers II, LLC, a Delaware limited liability company

15.      Cousins Properties Texas LP, a Texas limited partnership

16.      Cousins Texas GP, Inc., a Georgia corporation

17.      Cousins Texas Inc., a Georgia corporation

18.      Cousins Austin GP, Inc., a Georgia corporation

19.      Cousins Austin, Inc., a Georgia corporation

20.      Cousins Properties Services L.P., a Texas limited partnership, formerly
         known as Cousins Stone L.P

21.      Cedar Grove Lakes, LLC, a Georgia limited liability company

22.      Presidential MarketCenter LLC, a Georgia limited liability company






                                   SCHEDULE 2

                               MATERIAL AGREEMENTS


1.       Limited Partnership Agreement of CSC Associates, L.P. between
         Cousins Properties Incorporated and The Citizens and Southern
         Corporation dated September 29, 1989, as amended by First Amendment to
         Limited Partnership Agreement dated as of August 20, 1990 and Second
         Amendment to Limited Partnership Agreement dated as of December 31,
         1990 and Third Amendment to Limited Partnership Agreement dated as of
         January 26, 1996.

2.       Promissory  Note  in  the  original  principal  amount  of  $80,000,000
         executed  by  Cousins  Properties Incorporated  in favor of CSC
         Associates,  L.P. dated February 6, 1996, and Pledge and Security
         Agreement between Cousins Properties Incorporated and CSC Associates,
         L.P. dated February 6, 1996.

3.       Amended  and  Restated  Joint  Venture  Agreement  of  Ten  Peachtree
         Place  Associates  between  Cousins Properties Incorporated and ACCBC
         Holding Corp. dated as of May 1, 1992.

4.       Amended  and  Restated  Unconditional Guaranty  of Payment  made by The
         Coca-Cola  Company  and  Cousins Properties Incorporated in favor of
         The Bank of Nova Scotia dated as of May 1, 1992.

5.       Limited  Partnership  Agreement of C-H  Associates,  Ltd. among Cousins
         Real Estate  Corporation,  Hines Peachtree Associates I Limited
         Partnership and Peachtree Palace Hotel, Ltd. dated as of January 29,
         1988.

6.       Agreement of General Partnership of Wildwood Associates between
         Cousins Properties Incorporated, as successor by merger to Wildwood
         Office Park, Inc., and International Business Machines Corporation
         dated as of May 30, 1985, as amended by First Amendment to Partnership
         Agreement of Wildwood Associates dated December 23, 1986 and by Second
         Amendment to Partnership Agreement of Wildwood Associates dated
         December 31, 1986.

7.       Joint Venture Agreement of CC-JM II Associates  between Cousins
         Properties  Incorporated and Carr Realty, L.P. dated as of September
         26, 1994.

8.       Agreement of General  Partnership of Green Valley  Associates II
         between Cousins Properties  Incorporated and International Business
         Machines Corporation dated March 31, 1988.

9.       Limited Partnership Agreement of Perimeter Expo Associates,  L.P.
         between Cousins Properties  Incorporated  and Cousins  MarketCenters,
         Inc. (formerly known as Cousins/New Market Development  Company,  Inc.)
         dated as of May 28, 1993.

10.      Joint Venture Agreement of Hickory Hollow Associates between
         Cousins Properties Incorporated, as successor by merger to Hickory
         Hollow Mall, Inc., and Intereal Company dated June 5, 1975, as amended
         by amendments thereto dated November 10, 1976, July 27, 1977, as of
         January 1, 1977, May 31, 1978, January 15, 1979, November 5, 1982 and
         June 20, 1984.

11.      Promissory Note in the original  principal  amount of $21,500,000
         executed by Perimeter Expo  Associates, L.P. in favor of The Prudential
         Insurance  Company of America  dated July 20,  1995, and Deed to Secure
         Debt and Security Agreement between Perimeter Expo Associates, L.P. and
         The Prudential  Insurance Company of America dated July 20, 1995,  and
         Assignment of Leases and Rents between  Perimeter Expo Associates, L.P.
         and The Prudential Insurance Company of America dated July 20, 1995.

12.      Amended,  Renewed and Restated  Promissory Note in the original
         principal amount of $49,500,000  executed by Cousins  Properties
         Incorporated  in favor of  Metropolitan  Life Insurance  Company dated
         December 6, 1996,  and  Modification,  Amendment  and  Restatement
         Agreement  for Deed of Trust by and among  Cousins Properties
         Incorporated,  Metropolitan  Life  Insurance  Company  and The
         Fidelity  Company  dated as of December 6, 1996,  and Amended and
         Restated  Assignment  of Rents and Leases  between  Cousins  Properties
         Incorporated  and  Metropolitan  Life Insurance Company dated  December
         6, 1996, and Unsecured  Indemnity Agreement  executed by Cousins
         Properties  Incorporated in favor of Metropolitan  Life Insurance
         Company dated December 6, 1996, and Additional  Indemnity  Agreement
         executed by Cousins  Properties  Incorporated in favor of Metropolitan
         Life Insurance Company dated December 6, 1996.

13.      Limited  Liability  Company Operating  Agreement of Cousins LORET
         Venture,  L.L.C.  dated as of August 20, 1997 between LORET Holdings,
         L.L.C. and Cousins Properties Incorporated.

14.      Amended and Restated Limited  Partnership  Agreement of Brad Cous Golf
         Venture,  Ltd. dated as of March 9, 1998, by and between  Cousins
         Properties Incorporated and W. C. Bradley Co.(and Developers-Investors,
         Inc. as withdrawing limited partner).

15.      Amended and Restated  Limited  Liability  Company  Operating  Agreement
         of Myers Second  Street  Partners, L.L.C.  dated as of  November  13,
         1997,  by and  between  Myers  Second  Street  Company LLC and Cousins
         Properties  Incorporated,  as amended by First  Amendment  dated as of
         November  13,  1997,  and by Second Amendment  dated as of November 17,
         1997,  and by Third  Amendment  dated June 30,  1998,  and by Fourth
         Amendment  dated as of August 27, 1999, and by Fifth Amendment  dated
         April 19, 2000.  [Note:  the name of such  limited  liability  company
         was  changed  to  Cousins/Myers  Second  Street  Partners,   L.L.C.  by
         Certificate of Amendment to  Certificate  of Formation  filed with the
         Office of the Secretary of State of Delaware on April 8, 1998.]

16.      Limited Liability Company Operating Agreement of
         CommonWealth/Cousins I, LLC dated as of August 27, 1998, by and between
         Cousins Properties Incorporated and CommonWealth Pacific, LLC. [Note:
         Cousins Properties Incorporated acquired  the  Interests  of
         CommonWealth  Pacific, LLC in and to  CommonWealth/Cousins I, LLC on
         January 31, 2001, and the name of such limited liability company was
         changed to Cousins/Cerritos I, LLC by Certificate of Amendment to
         Formation filed with the Office of the Secretary of State of Delaware
         on February 5, 2001.]

17.      Disposition and Development Agreement for Cerritos Towne Center
         (L.A. Cellular Parcel) dated as of August 27, 1998, by and among the
         City of Cerritos, California, The Cerritos Redevelopment Agency and
         CommonWealth/Cousins I, LLC; and Ground Lease dated as of August 27,
         1998, by and between The Cerritos Redevelopment Agency and
         CommonWealth/Cousins I, LLC.

18.      Operating  Agreement  of CP  Venture  LLC  dated  November  12, 1998 by
         and  between  Cousins  Properties Incorporated and The Prudential
         Insurance Company of America.

19.      Make-Whole  Agreement  dated November 12, 1998, by and between  Cousins
         Properties Incorporated and The Prudential Insurance Company of
         America.

20.      Amended and Restated Limited Liability Company Operating
         Agreement of CP Venture Two LLC dated November 12, 1998, by and between
         Cousins Properties Incorporated and CP Venture LLC.

21.      Limited Liability Company Operating Agreement of CP Venture
         Three LLC dated November 12, 1998, by and between The Prudential
         Insurance Company of America and CP Venture LLC.

22.      Operating  Agreement of Charlotte  Gateway  Village,  LLC dated
         December 14, 1998 by and between  Cousins Properties Incorporated and
         West Trade, LLC.

23.      Limited Liability Company Operating Agreement of 285 Venture,
         LLC dated as of March 24, 1999, by and between Cousins Properties
         Incorporated and Perimeter Member LLC.

24.      Limited Liability Company Operating Agreement of Crawford Long -
         CPI, LLC dated as of July 28, 1999, by and between Cousins Properties
         Incorporated and Emory University d/b/a Crawford Long Hospital.

25.      Promissory Note in the original principal amount of $44,000,000
         executed by Wildwood Associates in favor of The Northwestern Mutual
         Life Insurance Company dated June 30, 1998, as amended by First
         Amendment of Terms of Promissory Note dated as of June 30, 1998, and
         Deed to Secure A Debt and Security Agreement between Wildwood
         Associates and The Northwestern Mutual Life Insurance Company dated
         June 30, 1998, as amended, and Absolute Assignment of Leases and Rents
         between Wildwood Associates and The Northwestern Mutual Life Insurance
         Company dated June 30, 1998, as amended.

26.      Promissory Note in the original principal amount of $10,900,000
         executed by Richmond Medical  Investments I, L.P. in favor of
         Massachusetts  Mutual Life  Insurance Company dated  December 15, 1995,
         and Deed to Secure Debt and Security Agreement between Richmond Medical
         Investments I, L.P. and Massachusetts  Mutual Life  Insurance  Company
         dated  December 18, 1995,  as amended by Loan  Documents  Modification
         and Loan Assignment and  Assumption  Agreement  among Richmond  Medical
         Investments  I, L.P.,  Cousins  Properties Incorporated and
         Massachusetts  Mutual Life Insurance  Company dated June 18, 1998, and
         Guaranty executed  by Cousins  Properties  Incorporated in favor of
         Massachusetts  Mutual Life Insurance  Company dated June 18, 1998.

27.      6.377%  Collateralized  Note in the original  principal amount of
         $80,000,000  executed by CSC Associates, L.P. in favor of Cede & Co.,
         and Indenture  between CSC Associates,  L.P. and First Union National
         Bank of Georgia  dated as of  February  6,  1996,  and Deed to  Secure
         Debt,  Assignment  of Rents  and  Security Agreement  between CSC
         Associates,  L.P. and First Union National Bank of Georgia dated
         February 6, 1996, and Assignment of Leases,  Rents and Profits  between
         CSC  Associates,  L.P. and First Union National Bank of Georgia dated
         February 6, 1996.


28.      Second  Amended and Restated  Secured  Promissory  Note in the original
         principal  amount of  $23,435,000 executed by Ten Peachtree Place
         Associates in favor of The Bank of Nova Scotia, dated as of May 1,
         1992, and Second  Amendment  to Deed to Secure Debt,  Assignment  of
         Rents and  Security  Agreement  between Ten Peachtree Place  Associates
         and The Bank of Nova Scotia dated as of May 1, 1992, and Second
         Amendment to and  Restatement  of Deed to Secure Debt,  Assignment of
         Rents and Security  Agreement  dated as of May 1, 1992, and Amended and
         Restated  Assignment of Leases and Rents between Ten Peachtree Place
         Associates and The Bank of Nova  Scotia  dated as of May 1, 1992,  and
         Amended and  Restated  Unconditional  Guaranty of Payment  executed by
         The Coca-Cola  Company and Cousins  Properties  Incorporated  in favor
         of The Bank of Nova Scotia dated as of May 1, 1992.

29.      Promissory Note in the original principal amount of $30,000,000
         executed by Cousins LORET Venture, L.L.C. in favor of Teachers
         Insurance and Annuity Association of America dated September 30, 1997,
         and Deed to Secure Debt, Assignments of Leases and Rents, and Security
         Agreement between Cousins LORET Venture, L.L.C. and Teachers Insurance
         and Annuity Association of America dated September 30, 1997, and
         Assignment of Leases and Rents between Cousins LORET Venture, L.L.C.
         and Teachers Insurance and Annuity Association of America dated
         September 30, 1997.

30.      Promissory Note in the original principal amount of $70,000,000
         executed by Cousins LORET Venture, L.L.C. in favor of Teachers
         Insurance and Annuity Association of America dated May 26, 1998, and
         Deed to Secure Debt, Assignment of Leases and Rents and Security
         Agreement between Cousins LORET Venture, L.L.C. and Teachers Insurance
         and Annuity Association of America dated May 26, 1998, and Assignment
         of Leases and Rents between Cousins LORET Venture, L.L.C. and Teachers
         Insurance and Annuity Association of America dated May 26, 1998.

31.      Promissory Note in the original principal amount of $26,000,000
         executed by Wildwood  Associates in favor of The Prudential  Insurance
         Company of America dated  December 12,  1995, as amended by Promissory
         Note  Amendment,  Restatement  and  Renewal  Agreement  dated  December
         12,  1995,  and Deed to Secure Debt and Security  Agreement  between
         Wildwood  Associates and The Prudential  Insurance  Company of America
         dated December 12, 1995, as amended by Deed to Secure Debt and Security
         Agreement  Amendment,  Restatement  and Renewal  Agreement  dated
         December  12,  1995,  and  Assignment  of  Leases  and Rents  between
         Wildwood Associates  and The  Prudential  Insurance  Company of America
         dated  December 12, 1995, as amended by Assignment of Leases and Rents
         Amendment, Restatement and Renewal Agreement dated December 12, 1995.

32.      Promissory Note in the original principal amount of $70,000,000
         executed by Wildwood Associates in favor of Teachers Insurance and
         Annuity Association of America dated December 16, 1996, as amended by
         First Amendment to Promissory Note dated May 22, 1997, and Deed to
         Secure Debt, Assignment of Leases and Rents and Security Agreement
         between Wildwood Associates and Teachers Insurance and Annuity
         Association of America dated December 16, 1996, and Assignment of
         Leases and Rents between Wildwood Associates and Teachers Insurance and
         Annuity Association of America dated December 16, 1996.

33.      Promissory Note in the original principal amount of $10,870,000
         executed by Cousins/Daniel, LLC in favor of Security First Life
         Insurance Company dated October 27, 1998, and Mortgage, Assignment of
         Rents, Security Agreement and Financing Statement between
         Cousins/Daniel, LLC and Security First Life Insurance Company dated
         October 27, 1998, and Assignment of Rents and Leases between
         Cousins/Daniel, LLC and Security First Life Insurance Company dated
         October 27, 1998,

34.      Promissory Note in the original principal amount of $30,000,000
         executed by Wildwood Associates in favor of The Northwestern Mutual
         Life Insurance Company dated March 13, 1997, and Deed to Secure A Debt
         and Security Agreement between Wildwood Associates and The Northwestern
         Mutual Life Insurance Company dated March 13, 1997, and Absolute
         Assignment of Leases and Rents between Wildwood Associates and The
         Northwestern Mutual Life Insurance Company dated March 13, 1997.

35.      Promissory Note in the original  principal amount of $190,000,000
         executed by Charlotte  Gateway Village, LLC in favor of NationsBank,
         N.A., and Deed of Trust among  Charlotte Gateway Village LLC, Tim, Inc.
         and NationsBank,  N.A. dated December 14, 1998, and Assignment of
         Leases between  Charlotte  Gateway  Village, LLC and NationsBank, N.A.
         dated December 14, 1998.

36.      Note in the original principal amount of $30,000,000 executed by
         North Point Market Associates, L.P. in favor of the Equitable Life
         Assurance Society of the United States dated July 13, 1995, and Deed to
         Secure Debt and Security Agreement between North Point Market
         Associates, L.P. and the Equitable Life Assurance Society of the United
         States dated July 13, 1995.

37.      Promissory Note in the original principal amount of $25,000,000
         executed by Cousins Properties Incorporated in favor of The
         Northwestern Mutual Life Insurance Company dated July 30, 1997, and
         Deed to Secure A Debt and Security Agreement between Cousins Properties
         Incorporated and The Northwestern Mutual Life Insurance Company dated
         July 30, 1997, and Absolute Assignment of Leases and Rents between
         Cousins Properties Incorporated and The Northwestern Mutual Life
         Insurance Company dated July 30, 1997.

38.      Limited Liability Company Operating Agreement of Cousins/Myers
         II, LLC dated as of November 8, 1999, by and between Cousins Properties
         Incorporated and Myers Bay Area Company LLC.

39.      Promissory Note in the original principal amount of $39,000,000
         executed by Cousins Properties Incorporated in favor of Teachers
         Insurance and Annuity Association of America dated July 21, 2000 and
         Deed to Secure Debt, Assignment of Leases and Rents and Security
         Agreement between Cousins Properties Incorporated and Teachers
         Insurance and Annuity Association of America dated July 21, 2000, and
         Assignment of Leases and Rents between Cousins Properties Incorporated
         and Teachers Insurance and Annuity Association of America dated July
         21, 2000.

40.      Promissory Note in the original  Principal Amount of $90,000,000
         executed by Cousins/Myers  Second Street Partners,  L.L.C.  in favor of
         NLI  Properties  West,  Inc.,  dated  April  19,  2000,  and Deed of
         Trust, Security  Agreement  with  Assignment of Rents and Leases and
         Fixture  Filing among  Cousins/Myers  Second Street  Partners,  L.L.C.,
         Old Republic  National Title Insurance Company and NLI Properties West,
         Inc., dated as of April 19,  2000,  and Guaranty  executed by Cousins
         Properties  Incorporated  in favor of NLI Properties West, Inc., dated
         as of April 19, 2000.

41.      Promissory Note in the original Principal Amount of $25,500,000
         executed by Cousins Properties Incorporated in favor of Teachers
         Insurance and Annuity Association of America dated as of August 31,
         2000, and Deed to Secure Debt, Assignment of Leases and Rents and
         Security Agreement between Cousins Properties Incorporated and Teachers
         Insurance and Annuity Association of America dated August 31, 2000, and
         Assignment of Leases and Rents between Cousins Properties Incorporated
         and Teachers Insurance and Annuity Association of America dated August
         31, 2000.

42.      Limited  Partnership  Agreement  of CPI/FSP I, L.P. by and among Fifth
         Street  Properties  - Austin,  LLC, Cousins Austin GP, Inc., Fifth
         Street  Properties - Austin Investor,  LLC, and Cousins Austin,  Inc.
         dated  as of May 22, 2000 and Contribution and  Indemnification
         Agreement between Fifth Street  Properties,  LLC and Cousins Properties
         Incorporated dated as of May 22, 2000.

43.      Deed to Secure Debt Note in the original principal amount of
         $28,000,000 executed by Cousins Properties Incorporated in favor of
         Archon Financial, L.P. dated May 2, 2001 and Deed to Secure Debt,
         Assignment of Leases and Rents, Security Agreement and Fixture Filing
         between Cousins Properties Incorporated and Archon Financial, L.P.
         dated May 2, 2001, and Assignment of Leases and Rents from Cousins
         Properties Incorporated to Archon Financial, L.P. dated May 2, 2001,
         and Guaranty executed by Cousins Properties Incorporated in favor of
         Archon Financial, L.P. dated as of May 2, 2001.

44.      Promissory  Note in the original  principal  amount of  $14,000,000,
         executed by  Cousins/Daniel,  LLC in favor of Lend Lease Mortgage
         Capital,  L.P. dated July 13, 2001, and Mortgage,  Assignment of Leases
         and Rents,  Security  Agreement  and Fixture Filing  statement  between
         Cousins/Daniel,  LLC and Lend Lease Mortgage Capital,  L.P. dated July
         13, 2001, and Assignment of Leases and Rents from  Cousins/Daniel,  LLC
         to Lend Lease  Mortgage  Capital,  L.P.  dated July 13,  2001,  and
         Guaranty of Recourse  Obligations  of Borrower executed by Cousins
         Properties  Incorporated in favor of Lend Lease Mortgage Capital,  L.P.
         dated July 13, 2001, and Real Estate Tax and Assessments  Guaranty
         executed by Cousins  Properties  Incorporated in favor of Lend Lease
         Mortgage Capital, L.P. dated July 13, 2001.













                                    EXHIBIT G

                         Form of Compliance Certificate





                         FORM OF COMPLIANCE CERTIFICATE

                              _______________, 200_


Bank of America, N.A., as Administrative Agent
100 North Tryon Street, 15th Floor
Charlotte, North Carolina  28255
Attn: Dana S. Colee/Gregg Higson

Each of the Banks Party to the Loan Agreement referred
   to below

Ladies and Gentlemen:

         Reference is made to that certain Credit Agreement dated as of August
31, 2001 (as amended, restated, supplemented or otherwise modified from time to
time, the "Loan Agreement"), by and among by and among Cousins Properties
Incorporated, a corporation organized under the laws of the State of Georgia
(the "Borrower"), the financial institutions from time to time party thereto as
"Banks" (collectively, the Banks"), Bank of America, N.A., as issuer of certain
letters of credit (in such capacity, the "Issuing Bank") and Bank of America,
N.A., as administrative agent for the Banks (in such capacity, the
"Administrative Agent"). Capitalized terms used herein, and not otherwise
defined herein, have their respective meanings given them in the Loan Agreement.

         Pursuant to Section 6.3 of the Loan Agreement, the undersigned hereby
certifies to the Agent and the Lenders as follows:

         (1)      The undersigned is an Authorized Signatory of the Borrower.

         (2)      The undersigned has examined the books and records of the
Borrower and has conducted such other examinations and investigations as are
reasonably necessary to provide this Certificate.

         (3)       To the best of the undersigned's knowledge, no Default or
Event of Default has occurred during the preceding quarter or year to which this
Certificate relates, as the case may be [if a Default or an Event of Default has
occurred, disclose each such Default or Event of Default and its nature, when it
occurred, whether it is continuing, and the steps being taken by the Borrower
with respect to such Default or Event of Default].

         (4)       Attached hereto as Schedule 1 are reasonably detailed
calculations establishing whether or not the Borrower was in compliance with the
covenants contained in Sections 7.7, 7.8, 7.9. 7.10, 7.11, 7.12, 7.13 and 7.16
of the Loan Agreement.

         IN WITNESS WHEREOF, the undersigned has executed this Compliance
Certificate as of the date first above written.



                      _____________________________________________
                        Name:______________________________________
                        Title:_____________________________________







                                   Schedule 1

                          [Calculations to be Attached]








                                    EXHIBIT H

                    Form of Notice of Continuation/Conversion





                    FORM OF NOTICE OF CONTINUATION/CONVERSION


Bank of America, N.A., as Administrative Agent
100 North Tryon Street, 15th Floor
Charlotte, North Carolina  28255
Attn: Dana S. Colee/Gregg Higson

Ladies and Gentlemen:

         Reference is made to that certain Credit Agreement dated as of August
31, 2001 (as amended, restated, supplemented or otherwise modified from time to
time, the "Loan Agreement"), by and among by and among Cousins Properties
Incorporated, a corporation organized under the laws of the State of Georgia
(the "Borrower"), the financial institutions from time to time party thereto as
      --------
"Banks" (collectively, the Banks"), Bank of America, N.A., as issuer of certain
                           -----
letters of credit (in such capacity, the "Issuing Bank") and Bank of America,
                                          ------------
N.A., as administrative agent for the Banks (in such capacity, the
"Administrative Agent"). Capitalized terms used herein, and not otherwise
 --------------------
defined herein, have their respective meanings given them in the Loan Agreement.

         Pursuant to Section 2.2(d) of the Loan Agreement, the Borrower hereby
requests the following:

         1.       Please be advised that the Borrower is requesting that
                  a portion of the current outstanding Base Rate
                  Loans/Eurodollar Rate Loans/Federal Funds Loans [circle one]
                  in the amount of $________________ currently be continued or
                  converted as of _____________ at the interest rate option set
                  forth in the immediately following paragraph.

         2.       The interest rate option applicable to the extension or
                  conversion of all or part of the Loans described in the
                  immediately preceding paragraph shall be as follows:

                  [Check one box only]

                        ___  Base Rate Loans
                        ___  Federal Funds Loans
                        ___  LIBOR Loans, each with an initial Interest Period
                             for a duration of:

                         [Check one box only]  ___  1 month
                                               ___  2 months
                                               ___  3 months
                                               ___  6 months






         IN WITNESS WHEREOF, the undersigned has executed this Notice of
Continuation/Conversion as of the date first above written.



                                      ______________________________________
                                      Name:_________________________________
                                      Title:________________________________















                                    EXHIBIT I

                   Form of Assignment and Acceptance Agreement






                       ASSIGNMENT AND ASSUMPTION AGREEMENT

         This Assignment and Assumption Agreement (this "Assignment") is dated
                                                         ----------
as of the Effective Date set forth below and is entered into by and between
[Insert name of Assignor] (the "Assignor") and [Insert name of Assignee] (the
                                --------
"Assignee"). Capitalized terms used but not defined herein shall have the
 --------
meanings given to them in the Credit Agreement identified below (the "Credit
                                                                      ------
Agreement"), receipt of a copy of which is hereby acknowledged by the Assignee.
---------
The Standard Terms and Conditions set forth in Annex 1 attached hereto are
hereby agreed to and incorporated herein by reference and made a part of this
Assignment as if set forth herein in full.

         For an agreed consideration, the Assignor hereby irrevocably sells and
assigns to the Assignee, and the Assignee hereby irrevocably purchases and
assumes from the Assignor, subject to and in accordance with the Standard Terms
and Conditions and the Credit Agreement, as of the Effective Date inserted by
the Administrative Agent as contemplated below, the interest in and to all of
the Assignor's rights and obligations under the Credit Agreement and any other
documents or instruments delivered pursuant thereto that represents the amount
and percentage interest identified below of all of the Assignor's outstanding
rights and obligations under the respective facilities identified below
(including, to the extent included in any such facilities, Letters of Credit and
Loan outstanding under the Cash Management Line of Credit) (the "Assigned
Interest"). Such sale and assignment is without recourse to the Assignor and,
except as expressly provided in this Assignment, without representation or
warranty by the Assignor.

1.       Assignor:         ______________________________

2.       Assignee:         ______________________________ [and is an
                           Affiliate/Approved Fund(1)]

3.       Borrower(s):      ______________________________

4.       Administrative Agent:      Bank of America, N.A., as the administrative
                                    agent under the Credit Agreement

5.       Credit Agreement:          Credit Agreement dated as of August 31,
                                    2001, among Cousins Properties Incorporated,
                                    the Lenders parties thereto, and Bank of
                                    America, N.A., as  Administrative Agent

6.       Assigned Interest:



---------------------------------------------------------------------------------------------------------------------
                                         Aggregate
                                         Amount of                      Amount of                Percentage
                                      Commitment/Loans               Commitment/Loans             Assigned of
      Facility Assigned               for all Lenders                    Assigned            Commitment/Loans(2)
      -----------------               ----------------                ---------------        -------------------

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

                                                                                           
_____________(3)                       $________________              $________________             ______________%
---------------------------------------------------------------------------------------------------------------------
_____________                          $________________              $________________             ______________%
--------------------------------------------------------------------------------------- -----------------------------
_____________                          $________________              $________________             ______________%
--------------------------------------------------------------------------------------- -----------------------------



Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT
AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]

The terms set forth in this Assignment are hereby agreed to:

                                   ASSIGNOR
                                   --------
                                   [NAME OF ASSIGNOR]

                                   By: _____________________________
                                        Title:

                                   ASSIGNEE
                                   --------
                                   [NAME OF ASSIGNEE]

                                   By: _____________________________
                                       Title:
[Consented to and](4) Accepted:

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

By: _________________________________
    Title:

[Consented to:](5)

By: _________________________________
    Title:

(1) Select as applicable.
(2) Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans
    of all Lenders thereunder.
(3) Fill in the appropriate terminology for the types of facilities under the
    Credit Agreement that are being assigned under this Assigment (e.g.
    "Revolving Credit Commitment," "Term Loan Commitment," etc.).
(4) To be added only if the consent of the Administrative Agent is required by
    the terms of the Credit Agreement.
(5) To be added only if the consent of the Borrower and/or other parties (e.g.
    Swing Line lender, L/C Issuer) is required by the terms of the Credit
    Agreement.




                 ANNEX 1 TO ASSIGNMENT AND ASSUMPTION AGREEMENT

                  STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT
                            AND ASSUMPTION AGREEMENT

1.       Representations and Warranties.
         ------------------------------

         1.1.     Assignor. The Assignor (a) represents and warrants that (i)
                  --------
it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim and
(iii) it has full power and authority, and has taken all action necessary, to
execute and deliver this Assignment and to consummate the transactions
contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with any Loan
Document, (ii) the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Credit Agreement or any other instrument or document
delivered pursuant thereto, other than this Assignment (herein collectively the
"Credit Documents"), or any collateral thereunder, (iii) the financial condition
 ----------------
of the Borrower, any of its Subsidiaries or Affiliates or any other Person
obligated in respect of any Credit Document or (iv) the performance or
observance by the Borrower, any of its Subsidiaries or Affiliates or any other
Person of any of their respective obligations under any Credit Document.

         1.2.     Assignee. The Assignee (a) represents and warrants that (i)
                  --------
it has full power and authority, and has taken all action necessary, to execute
and deliver this Assignment and to consummate the transactions contemplated
hereby and to become a Lender under the Credit Agreement, (ii) it meets all
requirements of an Eligible Assignee under the Credit Agreement, (iii) from and
after the Effective Date, it shall be bound by the provisions of the Credit
Agreement and, to the extent of the Assigned Interest, shall have the
obligations of a Lender thereunder, (iv) it has received a copy of the Credit
Agreement, together with copies of the most recent financial statements
delivered pursuant to Article 6 thereof, as applicable, and such other documents
and information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment and to purchase the Assigned Interest on
the basis of which it has made such analysis and decision, and (v) if it is a
Foreign Bank, attached hereto is any documentation required to be delivered by
it pursuant to the terms of the Credit Agreement, duly completed and executed by
the Assignee; and (b) agrees that (i) it will, independently and without
reliance on the Administrative Agent, the Assignor or any other Lender, and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Credit Documents, and (ii) it will perform in accordance with their
terms all of the obligations which by the terms of the Credit Documents are
required to be performed by it as a Lender.

         1.3     Assignee's Address for Notices, etc. Attached hereto as
                 ------------------------------------
Schedule 1 is all contact information, address, account and other administrative
information relating to the Assignee.

         2.      Payments. From and after the Effective Date, the
                 --------
Administrative Agent shall make all payments in respect of the Assigned interest
(including payments of principal, interest, fees and other amounts) to the
Assignee whether such amounts have accrued prior to or on or after the Effective
Date. The Assignor and the Assignee shall make all appropriate adjustments in
payments by the Administrative Agent for periods prior to the Effective Date or
with respect to the making of this assignment directly between themselves.

         3.      General Provisions. This Assignment shall be binding upon,
                 ------------------
and inure to the benefit of, the parties hereto and their respective successors
and assigns. This Assignment may be executed in any number of counterparts,
which together shall constitute one instrument. Delivery of an executed
counterpart of a signature page of this Assignment by telecopy shall be
effective as delivery of a manually executed counterpart of this Assignment.
This Assignment shall be governed by, and construed in accordance with, the law
of the State of Georgia.





                SCHEDULE 1 TO ASSIGNMENT AND ASSUMPTION AGREEMENT

                             ADMINISTRATIVE DETAILS

   (Assignee to list names of credit contacts, addresses, phone and facsimile
    numbers, electronic mail addresses and account and payment information)




                                                                     SCHEDULE 1




                         COUSINS PROPERTIES INCORPORATED
                          OUTSTANDING LETTERS OF CREDIT

                                                                                  AMOUNT
                                                         L/C #      DATE          8/28/01      EXPIRATION
                                                         -----      ----          -------      ----------

INCLUDED UNDER LINE
-------------------


                                                                                   
CREC - ECHO MILL, ASPHALT UNIT IX                        3037733    5/10/01        17,765.00   5/31/02
CREC - ECHO MILL, STREETS & DRAINAGE UNIT IX             3037735    5/10/01        20,570.00   5/31/02


CREC - RIVER'S CALL UNIT 1 STREETS, DRAINAGE             3031038    11/6/2000      28,267.00   05/31/2002
CREC - RIVER'S CALL UNIT 1 TOPPING COURSE OF ASPHALT     3031037    11/6/2000      24,223.50   05/31/2002


CREC - ALCOVY SPRINGS UNIT 2                             3027778    07/24/2000     18,000.00   02/06/2002
CREC - ALCOVY SPRINGS UNIT 3                             3030110    10/06/2000     14,500.00   05/31/02


PINNACLE                                                 940763     7/7/98         20,000.00   7/7/02


CARLYLE I                                                940548     4/16/98        13,000.00   4/14/02
                                                                                (reduced from 84,670)
CARLYLE II                                               941547     5/26/99        79,112.00   11/30/01


MIRA MESA MARKETCENTER                                   941530     05/20/1999  1,087,744.00   06/30/2002
                                                                                (reduced from 4,350,976)
MIRA MESA MARKETCENTER                                   941531     05/20/1999  1,000,000.00   06/01/2002


THE AVENUE OF THE PENISULA                               941003     9/25/98     1,500,000.00   3/28/03


BENTWATER - UNIT B                                       3028550    08/21/2000     84,870.00   02/28/2002
BENTWATER - WINDING CREEK                                3029292    09/12/2000     98,235.00   03/17/2002
BENTWATER - PHASE G MAINTENANCE                          3032503    11/21/2000     16,815.00   06/15/2002
BENTWATER - PHASE H MAINTENANCE                          3032504    11/21/2000     49,485.00   06/15/2002
BENTWATER - AMENITY PKG, WINDING CREEK                   3032505    11/21/2000    550,000.00   09/30/2001
BENTWATER - PHASE A-2 MAINTENANCE                        3032841    12/01/2000     52,860.00   06/15/2002
BENTWATER - UNIT I                                       3034793    02/08/2001     22,920.00   08/15/2002
BENTWATER - UNIT N                                       3034794    02/08/2001     21,000.00   08/15/2002
                                                                                ------------
TOTAL OUTSTANDING UNDER LINE
                                                                                4,719,366.50
                                                                                ------------

CANCELLED/EXPIRED from 6/30/01 - 8/28/01
----------------------------------------

CREC - BRADSHAW FARM 5B PH 2 STREETS, DRAINAGE           3022945    2/7/00          9,000.00   6/30/01
CREC - ALCOVY WOODS STREETS, DRAINAGE PH 1               3022350    01/13/2000     27,000.00   07/31/2001
                                                                                ------------
                                                                                   36,000.00
                                                                                ------------




                                                      L/C #      COMMENTS
                                                      -----      --------

INCLUDED UNDER LINE
-------------------


                                                           
CREC - ECHO MILL, ASPHALT UNIT IX                     3037733    extension is at Cousins discretion
CREC - ECHO MILL, STREETS & DRAINAGE UNIT IX          3037735    extension is at Cousins discretion


CREC - RIVER'S CALL UNIT 1 STREETS, DRAINAGE          3031038    extension is at Cousins discretion
CREC - RIVER'S CALL UNIT 1 TOPPING COURSE OF ASPHALT  3031037    extension is at Cousins discretion


CREC - ALCOVY SPRINGS UNIT 2                          3027778    extension is at Cousins discretion
CREC - ALCOVY SPRINGS UNIT 3                          3030110    extension is at Cousins discretion


PINNACLE                                              940763     extended 1 year until 7/7/2002, automatically extends for
                                                                 additional 1 year periods


CARLYLE I                                             940548     extended 4/14/2001; automatically extends for additional 6 month
                                                                 periods; bank may elect not to renew
CARLYLE II                                            941547     automatic 6 month extensions; bank may elect not to renew;
                                                                 extended 5/31/01


MIRA MESA MARKETCENTER                                941530     automatically extends for additional 1 year periods
MIRA MESA MARKETCENTER                                941531     extended 6/1/2001; automatically extends for additional 1 year
                                                                 periods


THE AVENUE OF THE PENISULA                            941003     automatically extends for additional 1 year periods


BENTWATER - UNIT B                                    3028550    extension is at Cousins discretion
BENTWATER - WINDING CREEK                             3029292    extension is at Cousins discretion
BENTWATER - PHASE G MAINTENANCE                       3032503    extension is at Cousins discretion
BENTWATER - PHASE H MAINTENANCE                       3032504    extension is at Cousins discretion
BENTWATER - AMENITY PKG, WINDING CREEK                3032505    extension is at Cousins discretion
BENTWATER - PHASE A-2 MAINTENANCE                     3032841    extension is at Cousins discretion
BENTWATER - UNIT I                                    3034793    extension is at Cousins discretion
BENTWATER - UNIT N                                    3034794    extension is at Cousins discretion

TOTAL OUTSTANDING UNDER LINE

CANCELLED/EXPIRED from 6/30/01 - 8/28/01
----------------------------------------

CREC - BRADSHAW FARM 5B PH 2 STREETS, DRAINAGE        3022945    extension is at Cousins discretion, extended until 6/30/01
CREC - ALCOVY WOODS STREETS, DRAINAGE PH 1            3022350    extension is at Cousins discretion




                                                                     AMOUNT
                                          L/C #         DATE        3/31/00      EXPIRATION    BENEFICIARY
                                          -----         ----        -------      ----------    -----------
                                                                                
MIRA MESA MARKETCENTER                    941075      10/27/98       80,623.00     2/28/01     CITY OF SAN DIEGO
MIRA MESA MARKETCENTER-RE TAXES           941527-B    06/04/99      271,610.00   06/30/2001    COUNTY OF SAN DIEGO
MIRA MESA MARKETCENTER                    941530      05/20/99    4,350,976.00   06/30/2001    CITY OF SAN DIEGO
MIRA MESA MARKETCENTER                    941531      05/20/99    1,000,000.00   06/01/2001    CITY OF SAN DIEGO
THE AVENUE OF THE PENISULA                941003       9/25/98    1,500,000.00     3/28/03     CITY OF ROLLING HILLS ESTATES
THE AVENUE OF THE PENISULA                3022588    01/24/2000     480,000.00   02/01/2001    WILLIAMS-SONOMA






                                                         BENEFICIARY
                                                         -----------

INCLUDED UNDER LINE
-------------------
                                                                                                     
                                                                                          6/30/01     6/30/01

CREC - ECHO MILL, ASPHALT UNIT IX                       COBB COUNTY                       6/30/01     6/30/01   0   0.00
CREC - ECHO MILL, STREETS & DRAINAGE UNIT IX            COBB COUNTY                       6/30/01     6/30/01   0   0.00


CREC - RIVER'S CALL UNIT 1 STREETS, DRAINAGE            COBB COUNTY                       6/30/01     6/30/01   0   0.00
CREC - RIVER'S CALL UNIT 1 TOPPING COURSE OF ASPHALT    COBB COUNTY                       6/30/01     6/30/01   0   0.00


CREC - ALCOVY SPRINGS UNIT 2                            GWINNETT COUNTY                   6/30/01     6/30/01   0   0.00
CREC - ALCOVY SPRINGS UNIT 3                            GWINNETT COUNTY                   6/30/01     6/30/01   0   0.00


PINNACLE                                                STATE OF GA DEPT OF TRANSP        6/30/01     6/30/01   0   0.00


CARLYLE I                                               CITY OF ALEXANDRIA                6/30/01     6/30/01   0   0.00

CARLYLE II                                              CITY OF ALEXANDRIA                6/30/01     6/30/01   0   0.00


MIRA MESA MARKETCENTER                                  CITY OF SAN DIEGO                 6/30/01     6/30/01   0   0.00

MIRA MESA MARKETCENTER                                  CITY OF SAN DIEGO                 6/30/01     6/30/01   0   0.00



THE AVENUE OF THE PENISULA                              CITY OF ROLLING HILLS ESTATES     6/30/01     6/30/01   0   0.00


BENTWATER - UNIT B                                      PAULDING COUNTY                   6/30/01     6/30/01   0   0.00
BENTWATER - WINDING CREEK                               PAULDING COUNTY                   6/30/01     6/30/01   0   0.00
BENTWATER - PHASE G MAINTENANCE                         PAULDING COUNTY                   6/30/01     6/30/01   0   0.00
BENTWATER - PHASE H MAINTENANCE                         PAULDING COUNTY                   6/30/01     6/30/01   0   0.00
BENTWATER - AMENITY PKG, WINDING CREEK                  HUD                               6/30/01     6/30/01   0   0.00
BENTWATER - PHASE A-2 MAINTENANCE                       PAULDING COUNTY                   6/30/01     6/30/01   0   0.00
BENTWATER - UNIT I                                      PAULDING COUNTY                   6/30/01     6/30/01   0   0.00
BENTWATER - UNIT N                                      PAULDING COUNTY                   6/30/01     6/30/01   0   0.00
                                                                                                                    ----
TOTAL OUTSTANDING UNDER LINE                                                                                        0.00
                                                                                                                    ----

CANCELLED/EXPIRED from 6/30/01 - 8/28/01
----------------------------------------

CREC - BRADSHAW FARM 5B PH 2 STREETS, DRAINAGE          CHEROKEE COUNTY                   6/30/01     6/30/01   0   0.00
CREC - ALCOVY WOODS STREETS, DRAINAGE PH 1              GWINNETT COUNTY                   6/30/01     6/30/01   0   0.00

                                                                                                                    ----
                                                                                                                    0.00
                                                                                                                    ----









                                   SCHEDULE 2
                                   ----------

                         COUSINS PROPERTIES INCORPORATED

                                 LIENS OF RECORD
                             (as of August 17, 2001)


                                                                                                        Approximate
       Lender                                Collateral                             Maturity           Loan Balance
       ------                                ----------                             --------           ------------

Cousins Properties Incorporated
-------------------------------
and Consolidated Entities
-------------------------

                                                                                               
CSC Associates, L.P.                    CSC Partnership Interest                      02/15/11           67,420,000
Prudential                              Perimeter Expo                                08/15/05           20,227,000
Metropolitan Life                       101 Independence Center                       12/01/07           46,304,000
Mass Mutual                             Northside/Alpharetta I                        01/01/06           10,166,000
Metropolitan Life                       Lakeshore Park Plaza                          11/01/08           10,401,000
NLI Properties                          101 Second Street                             04/19/10           80,235,000
Teachers                                Meridian Mark Plaza                           10/01/10           25,320,000
Teachers                                Avenue East Cobb                              08/01/10           38,751,000
Archon                                  Presidential MarketCenter                     05/02/11           28,000,000
Purchase Money Debt                     Cedar Grove Residential Lots                  05/31/04            3,000,000
Teachers                                600 University Park                           08/10/11           14,000,000

11% or More Owned Unconsolidated Entities
-----------------------------------------

       Wildwood Associates
       -------------------

           Met Life                     2300 Building                                 12/01/05           61,861,000
           Prudential                   2500 Building                                 12/15/05           22,161,000
           Teachers                     3200 Windy Hill Road                          01/01/07           66,581,000
           Northwestern                 4200 Wildwood Parkway                         03/31/14           42,350,000
           Northwestern                 4100/4300 Wildwood Parkway                    04/01/12           27,998,000

       Other 11% or More Owned Entities
       --------------------------------

           Bank of Nova Scotia          Ten Peachtree Place                           11/30/01           15,822,000
           Cede & Co.                   Bank of America Plaza                         02/15/11           67,420,000
           Transamerica                 John Marshall II                              04/01/13           20,930,000
           Teachers                     Two Live Oak                                  12/31/09           29,037,000
           Teachers                     The Pinnacle                                  12/31/09           68,937,000
           Equitable                    North Point MarketCenter                      07/15/05           27,330,000
           Bank of America              Gateway Village                               01/02/02          159,634,000
           Northwestern                 100 and 200 North Point Center                08/01/07           23,562,000
                                        East


Note     The above list does not include liens securing any Indebtedness
         owed by any Consolidated Entity or Unconsolidated Entity to the
         Borrower, which liens are expressly permitted under the definition of
         "Permitted Liens." The approximate loan balance amounts are as of June
         30, 2001, except for the Teachers loan with respect to 600 University
         Park which closed on August 10, 2001.





                                   SCHEDULE 3
                                   ----------

                         LIST OF UNCONSOLIDATED ENTITIES
                             (as of August 13, 2001)



Brad Cous Golf Venture, Ltd. (50% owned by Borrower)

CC-JM II Associates (50% owned by Borrower)

Charlotte Gateway Village, LLC (50% owned by Borrower)

C-H Associates, Ltd. (49% owned by Cousins Real Estate Corporation)

C-H Leasing Associates (50% owned by Cousins Real Estate Corporation)

C-H Management Associates (50% owned by Cousins Real Estate Corporation)

CPI/FSP I, L.P. (49% owned by Cousins Austin, Inc. and 1% owned by Cousins
  Austin GP, Inc.)

CP Venture LLC (50% owned by Borrower)

CP Venture Two LLC (11.5% owned by Borrower)

Crawford Long - CPI, LLC (50% owned by Borrower)

CSC Associates, L.P. (50% owned by Borrower)

Cousins LORET Venture, L.L.C. (50% owned by Borrower)

Green Valley Associates II (50% owned by Borrower)

Hickory Hollow Associates (50% owned by Cousins Real Estate Corporation)

MC Dusseldorf Holding B.V. (10% voting interest owned by Borrower and 40%
  voting interest owned by Cousins Real Estate Corporation)

Nonami Aircraft Associates, L.L.C. (50% owned by Borrower)

Nonami Aircraft Facility Associates (25% owned by Borrower)

Temco Associates (50% owned by Cousins Real Estate Corporation)

Ten Peachtree Place Associates (50% owned by Borrower)

285 Venture, LLC (50% owned by Borrower)

Wildwood Associates (50% owned by Borrower)


                                   SCHEDULE 4
                                   ----------

                          CONSOLIDTED ENTITY GUARANTORS




1.       Cousins, Inc., an Alabama corporation

2.       Cousins/Daniel, LLC, a Georgia limited liability company

3.       Cousins Real Estate Corporation, a Georgia corporation

4.       Cousins MarketCenters, Inc., a Georgia corporation, formerly known as
           Cousins/New Market Development Company, Inc.

5.       Cousins Real Estate Development, Inc., a Georgia corporation

6.       New Land Realty, LLC, a Georgia limited liability company

7.       CREC II Inc., a Georgia corporation

8.       Cousins Stone Texas Inc., a Georgia corporation

9.       CS Texas, Inc., a Georgia corporation

10.      Perimeter Expo Associates, L.P., a Georgia limited partnership

11.      Cousins/Myers Second Street Partners, L.L.C., a Delaware limited
           liability company

12.      Cousins/Cerritos I, LLC, a Delaware limited liability company, formerly
           known as CommonWealth/Cousins I, LLC

13.      CP Venture Three LLC, a Delaware limited liability company

14.      Cousins/Myers II, LLC, a Delaware limited liability company

15.      Cousins Properties Texas LP, a Texas limited partnership

16.      Cousins Texas GP, Inc., a Georgia corporation

17.      Cousins Texas Inc., a Georgia corporation

18.      Cousins Austin GP, Inc., a Georgia corporation

19.      Cousins Austin, Inc., a Georgia corporation

20.      Cousins Properties Services L.P., a Texas limited partnership, formerly
           known as Cousins Stone L.P.

21.      Cedar Grove Lakes, LLC, a Georgia limited liability company

22.      Presidential MarketCenter LLC, a Georgia limited liability company


                                   SCHEDULE 5
                                   ----------

                          LIST OF CONSOLIDATED ENTITIES
                             (as of August 13, 2001)



     Cousins, Inc.; subsidiary includes Cousins/Daniel, LLC*

     Cousins Real Estate Corporation (100% of non-voting common stock and 100%
     of preferred stock owned by Borrower); subsidiaries include Cousins
     MarketCenters, Inc., Cousins Real Estate Development Inc., New Land Realty,
     LLC, and Cedar Grove Lakes, LLC (100% owned by Cousins Real Estate
     Corporation) - and the following wholly owned inactive entities:

                  Jabco Twenty-One, Inc.
                  Jabco Industrial Properties, inc.
                  O.I.P., Inc.
                  Royal Oaks Investments, Inc.
                  Willow Bend Apartments, Inc.
                  Cousins Development, Inc.

     CREC II Inc. (100% of non-voting common stock and 100% of preferred stock
     owned by Borrower); subsidiaries include Cousins Stone Texas Inc. (100%
     owned by CREC II Inc.) and CS Texas Inc. (100% owned by CREC II Inc.)

     Rocky Creek Associates (75% owned by Borrower)

     Perimeter Expo Associates, L.P. (90% owned by Borrower and 10% owned by
     Cousins MarketCenters, Inc.)

     Cousins/Myers Second Street Partners, L.L.C.*

     Cousins/Cerritos I, LLC, formerly known as CommonWealth/Cousins I, LLC

     CP Venture Three LLC (88.5% by Borrower and 11.5% owned by Prudential)

     Cousins/Myers II, LLC*

     Cousins Properties Texas LP

     Cousins Texas GP Inc.

     Cousins Texas Inc.

     Cousins Austin GP, Inc.

     Cousins Austin, Inc.

     Cousins Properties Services LP, formerly known as Cousins Stone LP

     Presidential MarketCenter, LLC (100% owned by Borrower)

     *  Minority member receives a portion of residual cash flow and capital
        proceeds after a preferred return to Borrower.






                                   EXHIBIT 6
                        COUSINS PROPERTIES INCORPORATED
                           SCHEDULE OF VALUED ASSETS
                      FOR THE QUARTER ENDED JUNE 30, 2001
                                                                                                 TOTAL SQUARE
                                                    DIVISION         LOCATION                       FOOTAGE       OWNERSHIP
                                                    --------      --------------                 ------------     ---------

ENCUMBERED - INCOME PRODUCING ASSETS (CONSOLIDATED ENTITIES)
------------------------------------------------------------

                                                                                                        
Meridian Mark Plaza                                 Med Office    Atlanta, GA                        161,000         100%
Northside / Alpharetta I                            Med Office    Atlanta, GA                        103,000         100%
101 Independence Center                             Office        Charlotte, NC                      526,000         100%
101 Second Street                                   Office        San Francisco, CA                  387,000         100%
Lakeshore Park Plaza                                Office        Birmingham, AL                     190,000         100%
600 University Park Place                           Office        Birmingham, AL                     123,000         100%
650 Mass Ave Note                                   Other         Washington, DC                                     100%
The Avenue East Cobb                                Retail        Atlanta, GA                        225,000         100%
Perimeter Expo                                      Retail        Atlanta, GA                        176,000         100%
Presidential MarketCenter (Excluding Carmike)       Retail        Atlanta, GA                        329,435         100%
                                                                                                  ----------
 Sub-Total Encumbered - Income Producing Assets (Consolidated Entities)                            2,220,435
                                                                                                  ----------

ENCUMBERED - INCOME PRODUCING ASSETS (UNCONSOLIDATED ENTITIES)
--------------------------------------------------------------

100 North Point Center East                         Office         Atlanta, GA                       128,000        11.50%
200 North Point Center East                         Office         Atlanta, GA                       130,000        11.50%
2300 Windy Ridge Parkway                            Office         Atlanta, GA                       635,000          50%
2500 Windy Ridge Parkway                            Office         Atlanta, GA                       314,000          50%
3200 Windy Hill Road                                Office         Atlanta, GA                       687,000          50%
4100/4300 Wildwood Parkway                          Office         Atlanta, GA                       250,000          50%
4200 Wildwood Parkway                               Office         Atlanta, GA                       260,000          50%
Bank of America Plaza                               Office         Atlanta, GA                     1,261,000          50%
John Marshall - II                                  Office         Washington, D.C                   224,000          50%
The Pinnacle                                        Office         Atlanta, GA                       423,000          50%
Ten Peachtree Place                                 Office         Atlanta, GA                       259,000          50%
Two Live Oak Center                                 Office         Atlanta, GA                       278,000          50%
North Point MarketCenter                            Retail         Atlanta, GA                       401,000        11.50%
                                                                                                  ----------
 Sub-Total Encumbered - Income Producing Assets (Unconsolidated Entities)                          5,250,000
                                                                                                  ----------


OTHER ASSETS (CONSOLIDATED ENTITIES)
------------------------------------


Projects Under Construction
---------------------------
 4th & Congress                                     Other          Austin, TX                                        100%

Land Held for Investment or Future Development
----------------------------------------------
 Land Held for Investment                           Other          Atlanta, GA                                       100%
 Salem Road Outparcels (25% of Cousins Book Value)  Other          Atlanta, GA                                       100%

Residential Lots (50% of Cousins Book Value)        Other          Atlanta, GA                                       100%

 Sub-Total Other Assets (Consolidated Entities)

OTHER ASSETS (UNCONSOLIDATED ENTITIES)
--------------------------------------

Austin Research Park- Bldg III & IV                 Office         Austin, TX                        358,000          50%
                                                                                                  ----------
 Sub-Total Other Assets (Unconsolidated Entities)                                                    358,000
                                                                                                  ----------

UNENCUMBERED - ASSETS UNDER DEVELOPMENT (CONSOLIDATED ENTITIES)
---------------------------------------------------------------

55 Second Street                                    Office         San Francisco, CA                 375,000         100%
Cerritos Corporate Center - Phase II                Office         Los Angeles, CA                   104,000         100%
Northside / Alpharetta II                           Med Office     Atlanta, GA                       198,000         100%
The Avenue Peachtree City                           Retail         Atlanta, GA                       167,000        88.50%
Salem Road Station                                  Retail         Atlanta, GA                        67,000         100%
                                                                                                  ----------
 Sub-Total Unencumbered - Assets Under Development (Consolidated Entities)                           911,000
                                                                                                  ----------

UNENCUMBERED - ASSETS UNDER DEVELOPMENT (UNCONSOLIDATED ENTITIES)
-----------------------------------------------------------------

Crawford Long Medical Office Building               Med Office      Atlanta, GA                      366,000          50%
The Shops at World Golf Village                     Retail          St. Augustine, FL                 80,000          50%
1155 Perimeter Center West                          Office          Atlanta, GA                      362,000          50%
                                                                                                  ----------
 Sub-Total Unencumbered - Assets Under Development (Unconsolidated Entities)                         808,000
                                                                                                  ----------

UNENCUMBERED - INCOME PRODUCING ASSETS (CONSOLIDATED ENTITIES)
--------------------------------------------------------------

Atherogenics                                        Med Office      Atlanta, GA                       50,000         100%
1900 Duke Street                                    Office          Washington, D.C                   97,000         100%
3100 Windy Hill Road                                Office          Atlanta, GA                      188,000         100%
3301 Windy Ridge Parkway                            Office          Atlanta, GA                      107,000         100%
333 John Carlyle                                    Office          Washington, D.C                  153,000         100%
333 North Point Center East                         Office          Atlanta, GA                      129,000         100%
555 North Point Center East                         Office          Atlanta, GA                      152,000         100%
615 Peachtree Street                                Office          Atlanta, GA                      149,000         100%
AT&T Wireless Services Headquarters                 Office          Los Angeles, CA                  222,000         100%
Inforum                                             Office          Atlanta, GA                      988,000         100%
One Georgia Center                                  Office          Atlanta, GA                      363,000        88.50%
The Points at Waterview                             Office          Dallas, TX                       200,000         100%
Daniel Note                                         Other           Birmingham, AL                                   100%
Ground Leases - North Point                         Other           Atlanta, GA                                      100%
The Avenue of the Peninsula                         Retail          Rolling Hills Estates, CA        369,000         100%
Mira Mesa MarketCenter                              Retail          San Diego, CA                    447,000        88.50%
Presidential MarketCenter - Carmike                 Retail          Atlanta, GA                       44,565         100%
                                                                                                  ----------
 Sub-Total Unencumbered - Income Producing Assets (Consolidated Entities)                          3,658,565
                                                                                                  ----------

UNENCUMBERED - INCOME PRODUCING ASSETS (UNCONSOLIDATED ENTITIES)
----------------------------------------------------------------

Presbyterian Medical Plaza at University            Med Office      Charlotte, NC                     69,000        11.50%
First Union Tower                                   Office          Greensboro, NC                   322,000        11.50%
Grandview II                                        Office          Birmingham, AL                   149,000        11.50%
Ground Leases - Wildwood                            Other           Atlanta, GA                                      50%
Greenbrier MarketCenter                             Retail          Chesapeake, VA                   493,000        11.50%
Los Altos MarketCenter                              Retail          Long Beach, CA                   157,000        11.50%
Mansell Crossing Phase II                           Retail          Atlanta, GA                      103,000        11.50%
                                                                                                  ----------
 Sub-Total Unencumbered - Income Producing Assets (Unconsolidated Entities)                        1,293,000
                                                                                                  ----------

Total Assets                                                                                      16,779,000
                                                                                                  ----------





                                                      WEIGHTED
                                                      RENTABLE      2ND QTR                            CAP-EX
                                                       SQUARE         2001         ANNUALIZED          RESERVE
                                                      FOOTAGE       EBITDA           EBITDA           DEDUCTION
                                                      --------      -------        ----------         ---------

ENCUMBERED - INCOME PRODUCING ASSETS (CONSOLIDATED ENTITIES)
------------------------------------------------------------

                                                                                           
Meridian Mark Plaza                                    161,000         862            3,448               (81)
Northside / Alpharetta I                               103,000         370            1,480               (52)
101 Independence Center                                526,000       2,186            8,744              (263)
101 Second Street                                      387,000       3,641           14,563              (194)
Lakeshore Park Plaza                                   190,000         366            1,464               (95)
600 University Park Place                              123,000         411            1,644               (62)
650 Mass Ave Note
The Avenue East Cobb                                   225,000       1,366            5,464              (113)
Perimeter Expo                                         176,000         827            3,308               (88)
Presidential MarketCenter (Excluding Carmike)          329,435         705            2,820              (165)
                                                     ---------------------------------------------------------
                                                     2,220,435      10,734           42,934            (1,110)
                                                     ---------------------------------------------------------

ENCUMBERED - INCOME PRODUCING ASSETS (UNCONSOLIDATED ENTITIES)
--------------------------------------------------------------

100 North Point Center East                             14,720          60              242                (7)
200 North Point Center East                             14,950          62              248                (7)
2300 Windy Ridge Parkway                               317,500       1,521            6,082              (159)
2500 Windy Ridge Parkway                               157,000         626            2,504               (79)
3200 Windy Hill Road                                   343,500       1,356            5,422              (172)
4100/4300 Wildwood Parkway                             125,000         430            1,720               (63)
4200 Wildwood Parkway                                  130,000         527            2,106               (65)
Bank of America Plaza                                  630,500       3,722           14,888              (315)
John Marshall - II                                     112,000         431            1,722               (56)
The Pinnacle                                           211,500       1,198            4,790              (106)
Ten Peachtree Place                                    129,500         357            1,426               (65)
Two Live Oak Center                                    139,000         634            2,534               (70)
North Point MarketCenter                                46,115         144              574               (23)
                                                     ---------------------------------------------------------
                                                     2,371,285      11,064           44,258            (1,186)
                                                     ---------------------------------------------------------


OTHER ASSETS (CONSOLIDATED ENTITIES)
------------------------------------

Projects Under Construction
---------------------------
 4th & Congress

Land Held for Investment or Future Development
----------------------------------------------
 Land Held for Investment
 Salem Road Outparcels (25% of Cousins Book Value)

Residential Lots (50% of Cousins Book Value)

 Sub-Total Other Assets (Consolidated Entities)

OTHER ASSETS (UNCONSOLIDATED ENTITIES)
--------------------------------------

Austin Research Park- Bldg III & IV


 Sub-Total Other Assets (Unconsolidated Entities)


UNENCUMBERED - ASSETS UNDER DEVELOPMENT (CONSOLIDATED ENTITIES)
---------------------------------------------------------------

55 Second Street
Cerritos Corporate Center - Phase II
Northside / Alpharetta II
The Avenue Peachtree City
Salem Road Station

Sub-Total Unencumbered - Assets Under Development (Consolidated Entities)


UNENCUMBERED - ASSETS UNDER DEVELOPMENT (UNCONSOLIDATED ENTITIES)
-----------------------------------------------------------------

Crawford Long Medical Office Building
The Shops at World Golf Village
1155 Perimeter Center West

Sub-Total Unencumbered - Assets Under Development (Unconsolidated Entities)


UNENCUMBERED - INCOME PRODUCING ASSETS (CONSOLIDATED ENTITIES)
--------------------------------------------------------------

Atherogenics                                            50,000         280            1,120                (25)
1900 Duke Street                                        97,000         586            2,344                (49)
3100 Windy Hill Road                                   188,000         671            2,684                (94)
3301 Windy Ridge Parkway                               107,000         261            1,044                (54)
333 John Carlyle                                       153,000         805            3,220                (77)
333 North Point Center East                            129,000         608            2,432                (65)
555 North Point Center East                            152,000         666            2,664                (76)
615 Peachtree Street                                   149,000         518            2,072                (75)
AT&T Wireless Services Headquarters                    222,000       1,225            4,900               (111)
Inforum                                                988,000       3,538           14,152               (494)
One Georgia Center                                     363,000         982            3,928               (182)
The Points at Waterview                                200,000         638            2,552               (100)
Daniel Note                                                N/A          36              142                  0
Ground Leases - North Point                                N/A         327            1,308                  0
The Avenue of the Peninsula                            369,000         607            2,428               (185)
Mira Mesa MarketCenter                                 447,000       1,311            5,244               (224)
Presidential MarketCenter - Carmike                     44,565         123              492                (22)
                                                     ----------------------------------------------------------
Sub-Total Unencumbered - Income Producing
  Assets (Consolidated Entities)                     3,658,565      13,182           52,726             (1,829)
                                                     ----------------------------------------------------------

UNENCUMBERED - INCOME PRODUCING ASSETS (UNCONSOLIDATED ENTITIES)
----------------------------------------------------------------

Presbyterian Medical Plaza at University                 7,935          25               100                (4)
First Union Tower                                       37,030         132               527               (19)
Grandview II                                            17,135          62               248                (9)
Ground Leases - Wildwood                                   N/A         147               586                 0
Greenbrier MarketCenter                                 56,695         130               518               (28)
Los Altos MarketCenter                                  18,055          80               321                (9)
Mansell Crossing Phase II                               11,845          32               130                (6)
                                                     ----------------------------------------------------------
Sub-Total Unencumbered - Income Producing
  Assets (Unconsolidated Entities)                     148,695         607             2,429                (74)
                                                     -----------------------------------------------------------
Total Assets                                         8,398,980      35,587           142,348             (4,199)




                                                                                                     GROSS
                                                                                                      BOOK
                                                               ADJUSTED                             VALUE AS        AGREED
                                                                EBITDA        CAP RATE             OF 6/30/01       VALUE
                                                               --------       --------             ----------       ------


ENCUMBERED - INCOME PRODUCING ASSETS (CONSOLIDATED ENTITIES)
------------------------------------------------------------

                                                                                                       
Meridian Mark Plaza                                               3,368         9.00%                                 37,417
Northside / Alpharetta I                                          1,429         9.00%                                 15,872
101 Independence Center                                           8,481         9.00%                                 94,233
101 Second Street                                                14,369         9.00%                                145,290
Lakeshore Park Plaza                                              1,369         9.00%                                 13,994
600 University Park Place                                         1,583         9.00%                                 17,583
650 Mass Ave Note                                                                                                     24,347
The Avenue East Cobb                                              5,352         9.50%                                 56,332
Perimeter Expo                                                    3,220         9.50%                                 33,895
Presidential MarketCenter (Excluding Carmike)                     2,655         9.50%                                 27,946
                                                                -------                                              -------
 Sub-Total Encumbered - Income Producing Assets
   (Consolidated Entities)                                       41,824                                              466,909
                                                                -------                                              -------

ENCUMBERED - INCOME PRODUCING ASSETS (UNCONSOLIDATED ENTITIES)
--------------------------------------------------------------

100 North Point Center East                                         234          9.00%                                 2,602
200 North Point Center East                                         241          9.00%                                 2,677
2300 Windy Ridge Parkway                                          5,923          9.00%                                65,814
2500 Windy Ridge Parkway                                          2,426          9.00%                                26,950
3200 Windy Hill Road                                              5,250          9.00%                                58,336
4100/4300 Wildwood Parkway                                        1,658          9.00%                                18,417
4200 Wildwood Parkway                                             2,041          9.00%                                22,678
Bank of America Plaza                                            14,573          9.00%                               161,919
John Marshall - II                                                1,666          9.00%                                18,511
The Pinnacle                                                      4,684          9.00%                                52,047
Ten Peachtree Place                                               1,361          9.00%                                15,125
Two Live Oak Center                                               2,465          9.00%                                27,383
North Point MarketCenter                                            551          9.50%                                 5,800
                                                                -------                                            ---------
 Sub-Total Encumbered - Income Producing Assets
   (Unconsolidated Entities)                                     43,072                                              478,259
                                                                -------                                            ---------

OTHER ASSETS (CONSOLIDATED ENTITIES)
------------------------------------

Projects Under Construction
---------------------------
 4th & Congress                                                                                       14,657          14,657

Land Held for Investment or Future Development
----------------------------------------------
 Land Held for Investment                                                                             59,000          59,000
 Salem Road Outparcels (25% of Cousins Book Value)                                                       296              74

Residential Lots (50% of Cousins Book Value)                                                           7,124           3,562

                                                                                                     -----------------------
 Sub-Total Other Assets (Consolidated Entities)                                                       81,078          77,294
                                                                                                     -----------------------

OTHER ASSETS (UNCONSOLIDATED ENTITIES)
--------------------------------------

Austin Research Park- Bldg III & IV                                                                   22,265          22,265

                                                                                                     -----------------------
 Sub-Total Other Assets (Unconsolidated Entities)                                                     22,265          22,265
                                                                                                     -----------------------

UNENCUMBERED - ASSETS UNDER DEVELOPMENT (CONSOLIDATED ENTITIES)
---------------------------------------------------------------

55 Second Street                                                                                      67,583          67,583
Cerritos Corporate Center - Phase II                                                                  54,775          54,775
Northside / Alpharetta II                                                                             17,962          17,962
The Avenue Peachtree City                                                                             22,518          19,928
Salem Road Station                                                                                     5,942           5,942
                                                                                                     -----------------------
                                                                                                     168,780         166,190
 Sub-Total Unencumbered - Assets Under Development (Consolidated Entities)                           -----------------------


UNENCUMBERED - ASSETS UNDER DEVELOPMENT (UNCONSOLIDATED ENTITIES)
-----------------------------------------------------------------

Crawford Long Medical Office Building                                                                 10,484          10,484
The Shops at World Golf Village                                                                        6,357           6,357
1155 Perimeter Center West                                                                            29,152          29,152
                                                                                                     -----------------------
 Sub-Total Unencumbered - Assets Under Development (Unconsolidated Entities)                          45,993          45,993
                                                                                                     -----------------------

UNENCUMBERED - INCOME PRODUCING ASSETS (CONSOLIDATED ENTITIES)
--------------------------------------------------------------

Atherogenics                                                      1,095          9.00%                                12,167
1900 Duke Street                                                  2,296          9.00%                                25,506
3100 Windy Hill Road                                              2,590          9.00%                                28,778
3301 Windy Ridge Parkway                                            991          9.00%                                11,006
333 John Carlyle                                                  3,144          9.00%                                34,928
333 North Point Center East                                       2,368          9.00%                                26,306
555 North Point Center East                                       2,588          9.00%                                28,756
615 Peachtree Street                                              1,998          9.00%                                22,194
AT&T Wireless Services Headquarters                               4,789          9.00%                                53,211
Inforum                                                          13,658          9.00%                               151,756
One Georgia Center                                                3,747          9.00%                                36,841
The Points at Waterview                                           2,452          9.00%                                27,244
Daniel Note                                                         142          9.00%                                 1,605
Ground Leases - North Point                                       1,308          9.00%                                14,533
The Avenue of the Peninsula                                       2,244          9.50%                                23,616
Mira Mesa MarketCenter                                            5,021          9.50%                                46,770
Presidential MarketCenter - Carmike                                 470          9.50%                                 4,949
                                                                 ------                                            ---------
 Sub-Total Unencumbered - Income Producing Assets                50,897                                              550,164
    (Consolidated Entities)                                      ------                                            ---------


UNENCUMBERED - INCOME PRODUCING ASSETS (UNCONSOLIDATED ENTITIES)
----------------------------------------------------------------

Presbyterian Medical Plaza at University                             96          9.00%                                 1,065
First Union Tower                                                   508          9.00%                                 5,647
Grandview II                                                        239          9.00%                                 2,660
Ground Leases - Wildwood                                            586          9.00%                                 6,511
Greenbrier MarketCenter                                             490          9.50%                                 5,159
Los Altos MarketCenter                                              312          9.50%                                 3,280
Mansell Crossing Phase II                                           124          9.50%                                 1,303
                                                                -------                                            ---------
 Sub-Total Unencumbered - Income Producing Assets
   (Unconsolidated Entities)                                      2,355                                               25,624
                                                                -------                              -----------------------

Total Assets                                                    138,149                              318,116       1,832,698
                                                                =======                              =======================




                                                                                        CAP-EX          QUARTERLY
                                                                    QUARTERLY           RESERVE         ADJUSTED
                                                                      EBITDA           DEDUCTION         EBITDA
                                                                    ---------          ---------        ---------

ENCUMBERED - INCOME PRODUCING ASSETS (CONSOLIDATED ENTITIES)
------------------------------------------------------------

                                                                                                 
Meridian Mark Plaza
Northside / Alpharetta I
101 Independence Center
101 Second Street
Lakeshore Park Plaza
600 University Park Place
650 Mass Ave Note
The Avenue East Cobb
Perimeter Expo
Presidential MarketCenter (Excluding Carmike)

 Sub-Total Encumbered - Income Producing Assets (Consolidated Entities)


ENCUMBERED - INCOME PRODUCING ASSETS (UNCONSOLIDATED ENTITIES)
--------------------------------------------------------------

100 North Point Center East
200 North Point Center East
2300 Windy Ridge Parkway
2500 Windy Ridge Parkway
3200 Windy Hill Road
4100/4300 Wildwood Parkway
4200 Wildwood Parkway
Bank of America Plaza
John Marshall - II
The Pinnacle
Ten Peachtree Place
Two Live Oak Center
North Point MarketCenter

 Sub-Total Encumbered - Income Producing Assets
   (Unconsolidated Entities)


OTHER ASSETS (CONSOLIDATED ENTITIES)
------------------------------------

Projects Under Construction
---------------------------
 4th & Congress

Land Held for Investment or Future Development
----------------------------------------------
 Land Held for Investment
 Salem Road Outparcels (25% of Cousins Book Value)

Residential Lots (50% of Cousins Book Value)


 Sub-Total Other Assets (Consolidated Entities)


OTHER ASSETS (UNCONSOLIDATED ENTITIES)
--------------------------------------

Austin Research Park- Bldg III & IV

 Sub-Total Other Assets (Unconsolidated Entities)

UNENCUMBERED - ASSETS UNDER DEVELOPMENT (CONSOLIDATED ENTITIES)
---------------------------------------------------------------

55 Second Street
Cerritos Corporate Center - Phase II
Northside / Alpharetta II
The Avenue Peachtree City
Salem Road Station

 Sub-Total Unencumbered - Assets Under Development
   (Consolidated Entities)


UNENCUMBERED - ASSETS UNDER DEVELOPMENT (UNCONSOLIDATED ENTITIES)
-----------------------------------------------------------------

Crawford Long Medical Office Building
The Shops at World Golf Village
1155 Perimeter Center West

 Sub-Total Unencumbered - Assets Under Development
   (Unconsolidated Entities)


UNENCUMBERED - INCOME PRODUCING ASSETS (CONSOLIDATED ENTITIES)
--------------------------------------------------------------

Atherogenics                                                             280                (6)              274
1900 Duke Street                                                         586               (12)              574
3100 Windy Hill Road                                                     671               (24)              648
3301 Windy Ridge Parkway                                                 261               (13)              248
333 John Carlyle                                                         805               (19)              786
333 North Point Center East                                              608               (16)              592
555 North Point Center East                                              666               (19)              647
615 Peachtree Street                                                     518               (19)              499
AT&T Wireless Services Headquarters                                    1,225               (28)            1,197
Inforum                                                                3,538              (124)            3,415
One Georgia Center                                                       982               (45)              937
The Points at Waterview                                                  638               (25)              613
Daniel Note                                                               36                 0                36
Ground Leases - North Point                                              607               (46)              561
Mira Mesa MarketCenter                                                 1,311               (56)            1,255
Presidential MarketCenter - Carmike                                      123                (6)              118
                                                                      ------------------------------------------
Sub-Total Unencumbered - Income Producing Assets
  (Consolidated Entities)                                             13,182              (457)           12,724
                                                                      ------------------------------------------

UNENCUMBERED - INCOME PRODUCING ASSETS (UNCONSOLIDATED ENTITIES)
----------------------------------------------------------------

Presbyterian Medical Plaza at University
First Union Tower
Grandview II
Ground Leases - Wildwood
Greenbrier MarketCenter
Los Altos MarketCenter
Mansell Crossing Phase II

 Sub-Total Unencumbered - Income Producing Assets
   (Unconsolidated Entities)


Total Assets


                                   SCHEDULE 7
                                   ----------

                            LAND HELD FOR INVESTMENT







                                                              Balance @
                                                            June 30, 2001
     Projects Under Construction                           ($ in thousands)
     ---------------------------                           ----------------

           4th & Congress                                      $14,657



     Land Held for Investment or Future Development
     ----------------------------------------------

           Land Held for Investment (a)                          59,000
           Salem Road Outparcel                                      74
                                                                -------
                                                                $73,731
                                                                =======



(a)      Land Held for Investment includes:

                                                 Acres                % Owned
                                                 -----                -------

            North Point                           230                   100%
            Wildwood Office Park                  130                   100%
            Wildwood Office Park                   34                    50%



                                   SCHEDULE 8
                                   ----------









         Borrower has used the mark "THE AVENUE" to identify certain of its
leasing, brokerage and management of real estate property services, and as part
of the names of various shopping centers, such as "THE AVENUE EAST COBB" and
"THE AVENUE OF THE PENINSULA." Borrower is the owner of a pending application to
register the mark "THE AVENUE" (Serial No. 75/328,778) in the U.S. Patent and
Trademark Office ("PTO") and has received registrations in the PTO for "THE
AVENUE EAST COBB" (Registration No. 2354636) and "THE AVENUE OF THE PENINSULA"
(Registration No. 2288962) and has filed applications in the PTO to register
certain additional names.

         Avenue, inc., a women's clothing retail chain is the owner of several
state and federal registrations for the service mark THE AVENUE for women's
retail clothing services and various merchandise. These registrations include
1,678,620; 2,065,819; 2,088,167; 2,144,949 and pending application Serial No.
74/732,922. Avenue, Inc. is a wholly-owned subsidiary of United Retail Group,
Inc., which owns and operates the retail chains Sizes Unlimited and The Avenue
("United Retail"). United Retail has made claims against Borrower that use of
Borrower's "THE AVENUE" mark and variants thereof for real estate services
violate their trademark rights for retail store services and merchandise. The
last contact with United Retail regarding these matters was in August 1999.



                                   SCHEDULE 9
                                   ----------




        1.    CP Venture Three LLC v. Collins General Contractors and Reliance
Insurance Company, Case No. GIC 756295, filed in the Superior Court of San Diego
County, California. CP Venture Three LLC initiated this action for damages
against the general contractor responsible for constructing the shopping center
improvements at Mira Mesa MarketCenter in Mira Mesa, California. Pending
resolution of CP Venture Three LLC's claims, CP Venture Three LLC has withheld
certain payments from the general contractor. The defendant has filed a cross
complaint against CP Venture Three LLC for monies allegedly owed to defendant.
In addition, numerous subcontractors have asserted claims against CP Venture
Three LLC and the general contractor claiming that the general contractor has
failed to pay amounts owed to such subcontractors. The pending lawsuits filed by
subcontractors include, without limitation, those listed in items (a) through
(c) below.

                (a)    Todd Pipe & Supply-San Diego, Inc. v. Precision Plumbing
         Enterprises; CP Venture Three LLC, et al., Case No. GIC 755817, filed
         in the Superior Court of San Diego County, California.

                (b)    Buzz Electric, Inc. v CP Venture Three, LLC; Collins
        General Contractors, Case No. GIN 009744, filed in the Superior Court of
        San Diego County, California.

                (c)    Howe Electric v. CP Venture Three LLC, et al., Case No.
        GIC 759570, filed in the Superior Court of San Diego County, California.


        2.    CP Venture Three LLC has entered into a ground lease with Edwards
Theatres Circuit, Inc. with respect to premises adjacent to the shopping center
in Mira Mesa, California. Edwards Theatre has allegedly failed to pay certain
contractors and/or subcontractors in connection with the improvements
constructed by Edwards Theatre upon the real property leased from CP Venture
Three LLC. At least one subcontractor has filed suit for monies owed in
connection with the construction of such improvements, and CP Venture Three LLC
has been joined in such lawsuit in an effort by the plaintiff to perfect
mechanics' and materialmen's liens against the real property owned by CP Venture
Three LLC. The pending case is John Jory Corp. v. CP Venture Three LLC and
Edwards Theatres Circuit, Inc., Case No. GIC 757300, filed in the Superior Court
of San Diego County, California.

        3.    B.S.E. Consultants, Inc. v Cousins MarketCenters, Inc., Case No.
98-1091-Civ-Orl-18C, filed in the United States District Court for the Middle
District of Florida, Orlando Division.  This suit asserts claims for breach of
an oral contract and various related equitable claims.  The plaintiff seeks
$57,000 in damages, plus interest, costs, and attorneys' fees.  Cousins
MarketCenters, Inc.'s Motion for Final Summary Judgment on all claims raised by
the plaintiff was granted by the District Court.  The plaintiff filed an appeal
in the United States Court of Appeals, and such appeal is pending.

        4.    North Atlanta Physicians III, Ltd. v. Hyox Medical Treatment
Center, Inc., Thomas D. Simms, and Richard W. King, Jr., M.D. v. North Atlanta
Physicians III, Ltd.; David M. Cohen, M.D.; William C. Collins, M.C.; and
Cousins Properties Incorporated, Civil Action No. 99V50018657C, filed in the
State Court of Fulton County, Georgia.  North Atlanta Physicians III, LTD.
("NAP III") sued Hyox for breach of a Commercial Office Lease.  Hyox
counterclaimed against NAP III and Borrower for alleged negligent
misrepresentation in negotiating the lease.  This case is currently in
discovery.

        5.    Maudine Benon v. Cousins Properties, Inc., Marriott, Inc., Jeff
McCarthy, Linda Beauchamp and Tracy Baker, Civil Action File No. 2000-CV-30236,
filed in the Superior Court of Fulton County, Georgia.  Mr. McCarthy is a former
employee of the Borrower and Ms. Beauchamp is an employee of the Borrower.  In
this action, Ms. Benton has sued the Borrower alleging that the Borrower
breached a contract to provide services to Ms. Benton before and during a
holiday craft show.  Ms. Benton's state law claims also include tortious
interference with contract and business relations, intentional infliction of
emotional distress and conspiracy.

        6.    Maudine Benton v. Cousins Properties, Inc., Marriott, Inc., Jeff
McCarthy, Linda Beauchamp and Tracy Baker, Civil Action File No. 1:00-CV-2903,
filed in the United States District Court for the Northern District of Georgia.
In this action, Ms. Benton has sued the Borrower alleging that the Borrower
violated her civil rights in violation of 42 U.S.C. Sections 1981, 1985, 1986
and 2000a.  The parties have requested that the two actions described above in
items numbered 5 and 6 be consolidated in federal court.



Notwithstanding the disclosure of the foregoing matters on this Schedule 9, the
Borrower does reasonably believe that any of the foregoing matters, if adversely
determined, would have a Materially Adverse Effect.




                                   SCHEDULE 10
                                   -----------


       See Schedule 6.