

<PAGE>

                                                                  Exhibit 10.1

                                    SECOND

                             AMENDED AND RESTATED

                               CREDIT AGREEMENT

                                     among

                            BRANDYWINE REALTY TRUST

                                      and

                    BRANDYWINE OPERATING PARTNERSHIP, L.P.

                                 as Borrowers

                                      and

                       THE SUBSIDIARIES OF THE BORROWERS

                                 as Guarantors

                                      and

                         THE LENDERS IDENTIFIED HEREIN

                                      and

                     NATIONSBANC MONTGOMERY SECURITIES LLC

                       as Lead Arranger and Book Manager

                                      and

                               NATIONSBANK, N.A.

                            as Administrative Agent





                        DATED AS OF SEPTEMBER 28, 1998


<PAGE>

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                                Page
<S>     <C>                                                                                                      <C>
SECTION 1  DEFINITIONS AND ACCOUNTING TERMS.......................................................................2
         1.1 Definitions..........................................................................................2
         1.2 Computation of Time Periods and Other Definition Provisions.........................................23
         1.3 Accounting Terms....................................................................................23
         1.4 Joint Venture Investments...........................................................................23

SECTION 2  CREDIT FACILITY.......................................................................................24
         2.1 Revolving Loans.....................................................................................24
         2.2 Letter of Credit Subfacility........................................................................26
         2.3 Joint and Several Liability of the Borrowers........................................................31
         2.4 Appointment of BOP..................................................................................33
         2.5 Non-Recourse........................................................................................33

SECTION 3  GENERAL PROVISIONS APPLICABLE TO LOANS AND LETTERS OF CREDIT..........................................34
         3.1 Interest............................................................................................34
         3.2 Place and Manner of Payments........................................................................34
         3.3 Prepayments.........................................................................................35
         3.4 Fees................................................................................................36
         3.5 Payment in full at Maturity; Extension of Maturity..................................................37
         3.6 Computations of Interest and Fees...................................................................37
         3.7 Pro Rata Treatment..................................................................................38
         3.8 Sharing of Payments.................................................................................39
         3.9 Capital Adequacy....................................................................................39
         3.10 Inability To Determine Interest Rate...............................................................40
         3.11 Illegality.........................................................................................40
         3.12 Requirements of Law................................................................................41
         3.13 Taxes..............................................................................................42
         3.14 Compensation.......................................................................................44
         3.15 Mitigation; Mandatory Assignment...................................................................44

SECTION 4  GUARANTY..............................................................................................45
         4.1 Guaranty of Payment.................................................................................45
         4.2 Obligations Unconditional...........................................................................45
         4.3 Modifications.......................................................................................46
         4.4 Waiver of Rights....................................................................................46
         4.5 Reinstatement.......................................................................................46
         4.6 Remedies............................................................................................47
         4.7 Limitation of Guaranty..............................................................................47
         4.8 Rights of Contribution..............................................................................47

SECTION 5  CONDITIONS PRECEDENT..................................................................................48
         5.1 Closing Conditions..................................................................................48
         5.2 Conditions to All Extensions of Credit..............................................................52

SECTION 6  REPRESENTATIONS AND WARRANTIES........................................................................53

                                      i
<PAGE>

         6.1 Financial Condition.................................................................................53
         6.2 No Material Change..................................................................................53
         6.3 Organization and Good Standing......................................................................53
         6.4 Due Authorization...................................................................................53
         6.5 No Conflicts........................................................................................54
         6.6 Consents............................................................................................54
         6.7 Enforceable Obligations.............................................................................54
         6.8 No Default..........................................................................................54
         6.9 Ownership...........................................................................................54
         6.10 Indebtedness.......................................................................................54
         6.11 Litigation.........................................................................................55
         6.12 Taxes..............................................................................................55
         6.13 Compliance with Law................................................................................55
         6.14 Compliance with ERISA..............................................................................55
         6.15 Organization Structure/Subsidiaries................................................................56
         6.16 Use of Proceeds; Margin Stock......................................................................57
         6.17 Government Regulation..............................................................................57
         6.18 Environmental Matters..............................................................................57
         6.19 Solvency...........................................................................................58
         6.20 Investments........................................................................................58
         6.21 Location of Properties.............................................................................59
         6.22 Disclosure.........................................................................................59
         6.23 Licenses, etc......................................................................................59
         6.24 No Burdensome Restrictions.........................................................................59
         6.25 Year 2000 Compliance...............................................................................59
         6.26 Excluded Material Subsidiaries.....................................................................59

SECTION 7  AFFIRMATIVE COVENANTS.................................................................................60
         7.1 Information Covenants...............................................................................60
         7.2 Financial Covenants.................................................................................64
         7.3 Preservation of Existence...........................................................................65
         7.4 Books and Records...................................................................................65
         7.5 Compliance with Law.................................................................................65
         7.6 Payment of Taxes and Other Indebtedness.............................................................65
         7.7 Insurance...........................................................................................66
         7.8 Maintenance of Assets...............................................................................66
         7.9 Performance of Obligations..........................................................................66
         7.10 Use of Proceeds....................................................................................66
         7.11 Audits/Inspections.................................................................................66
         7.12 Additional Credit Parties..........................................................................67
         7.13 Interest Rate Protection Agreements................................................................67
         7.14 Collateral Effective Date..........................................................................68
         7.15 Construction.......................................................................................70
         7.16 Acquisitions.......................................................................................70
         7.17 Mortgage Documents.................................................................................70



SECTION 8  NEGATIVE COVENANTS....................................................................................71

                                      ii
<PAGE>

         8.1 Indebtedness........................................................................................71
         8.2 Liens...............................................................................................71
         8.3 Nature of Business..................................................................................71
         8.4 Consolidation and Merger............................................................................71
         8.5 Sale or Lease of Assets.............................................................................72
         8.6 Advances, Investments and Loans.....................................................................72
         8.7 Restricted Payments.................................................................................72
         8.8 Transactions with Affiliates........................................................................73
         8.9 Fiscal Year; Organizational Documents...............................................................73
         8.10 Limitations........................................................................................73
         8.11 Other Negative Pledges.............................................................................73
         8.12 Construction and Development.......................................................................73

SECTION 9  EVENTS OF DEFAULT.....................................................................................74
         9.1 Events of Default...................................................................................74
         9.2 Acceleration; Remedies..............................................................................76
         9.3 Allocation of Payments After Event of Default.......................................................77

SECTION 10  AGENCY PROVISIONS....................................................................................78
         10.1 Appointment........................................................................................78
         10.2 Delegation of Duties...............................................................................79
         10.3 Exculpatory Provisions.............................................................................79
         10.4 Reliance on Communications.........................................................................80
         10.5 Notice of Default..................................................................................80
         10.6 Non-Reliance on Administrative Agent and Other Lenders.............................................80
         10.7 Indemnification....................................................................................81
         10.8 Administrative Agent in Its Individual Capacity....................................................81
         10.9 Successor Agent....................................................................................82

SECTION 11  MISCELLANEOUS........................................................................................82
         11.1 Notices............................................................................................82
         11.2 Right of Set-Off...................................................................................82
         11.3 Benefit of Agreement...............................................................................83
         11.4 No Waiver; Remedies Cumulative.....................................................................85
         11.5 Payment of Expenses; Indemnification...............................................................85
         11.6 Amendments, Waivers and Consents...................................................................86
         11.7 Counterparts/Telecopy..............................................................................87
         11.8 Headings...........................................................................................87
         11.9 Defaulting Lender..................................................................................87
         11.10 Survival of Indemnification and Representations and Warranties....................................87
         11.11 Governing Law; Jurisdiction.......................................................................87
         11.12 Waiver of Jury Trial..............................................................................88
         11.13 Time..............................................................................................88
         11.14 Severability......................................................................................88
         11.15 Entirety..........................................................................................88
         11.16 Binding Effect....................................................................................89
         11.17 Confidentiality...................................................................................89
         11.18 Collateral Termination Date.......................................................................90
         11.19 Further Assurances................................................................................90

                                     iii
<PAGE>

         11.20 Release of Guarantors.............................................................................91
</TABLE>

SCHEDULES

Schedule 1.1(a)       Revolving Loan Commitment Percentages
Schedule 1.1(b)       Project Bell Properties
Schedule 1.1(c)       Excluded Material Subsidiaries
Schedule 2.2(c)       Existing Letters of Credit
Schedule 6.15         Organization Structure/Subsidiaries
Schedule 6.21         Properties
Schedule 7.14         Collateral Representation and Warranty
Schedule 8.2          Existing Liens
Schedule 8.5          Preapproved Transactions
Schedule 11.1         Notices


EXHIBITS

Exhibit 2.1(b)        Form of Notice of Borrowing
Exhibit 2.1(e)        Form of Notice of Continuation/Conversion
Exhibit 2.1(g)        Form of Revolving Loan Note
Exhibit 7.1(c)        Form of Officer's Certificate
Exhibit 7.12          Form of Joinder Agreement
Exhibit 7.17          Form of Mortgage
Exhibit 11.3          Form of Assignment Agreement




                                      iv
<PAGE>


                                    SECOND
                             AMENDED AND RESTATED
                               CREDIT AGREEMENT



         THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Credit
Agreement") is entered into as of September 28, 1998 among BRANDYWINE REALTY
TRUST ("BRT"), a Maryland real estate investment trust and BRANDYWINE
OPERATING PARTNERSHIP, L.P. ("BOP"), a Delaware limited partnership
(collectively the "Borrowers"), certain Subsidiaries of the Borrowers as
Guarantors, the Lenders (as defined herein), NATIONSBANC MONTGOMERY SECURITIES
LLC as Lead Arranger and Book Manager and NATIONSBANK, N.A., as Administrative
Agent for the Lenders (the "Administrative Agent").

                                   RECITALS

         WHEREAS, the Borrowers, certain Subsidiaries of the Borrowers, the
Lenders and the Administrative Agent entered into that certain Amended and
Restated Credit Agreement, dated as of January 5, 1998, (as previously amended
from time to time, and together with all other documents and instruments
executed and delivered in connection therewith, the "Existing Credit
Agreement");

         WHEREAS, the Borrowers desire to amend and restate the Existing
Credit Agreement to provide a revolving credit facility in an aggregate amount
of up to $550 million;

         WHEREAS, the Guarantors have agreed to unconditionally guarantee all
the obligations of the Borrowers hereunder; and

         WHEREAS, the Lenders party hereto have agreed to make the requested
amended and restated revolving credit facility available to the Borrowers on
the terms and conditions hereinafter set forth.

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

<PAGE>
                                   SECTION 1

                       DEFINITIONS AND ACCOUNTING TERMS
                       --------------------------------

         1.1      Definitions.

         As used herein, the following terms shall have the meanings herein
specified unless the context otherwise requires. Defined terms herein shall
include in the singular number the plural and in the plural the singular:

                  "Adjusted Base Rate" means the Base Rate plus .25% per annum.

                  "Adjusted Eurodollar Rate" means the Eurodollar Rate plus
         the Applicable Percentage.

                  "Adjusted NOI" means NOI less (a) an annual sum of $.50 per
         square foot for all Properties and (b) all interest income of the
         Combined Parties for the applicable period.

                  "Adjusted Total Assets" means Total Assets less the Project
         Bell Properties held by Excluded Material Subsidiaries.

                  "Administrative Agent" means NationsBank, N.A. (or any
         successor thereto) or any successor administrative agent appointed
         pursuant to Section 10.9.

                  "Affiliate" means, with respect to any Person, any other
         Person directly or indirectly controlling (including but not limited
         to all directors and officers of such Person), controlled by or under
         direct or indirect common control with such Person. A Person shall be
         deemed to control a corporation, partnership, limited liability
         company or real estate investment trust if such Person possesses,
         directly or indirectly, the power (i) to vote 10% or more of the
         securities having ordinary voting power for the election of directors
         of such corporation, limited liability company or real estate
         investment trust or to vote 10% or more of the partnership interests
         of such partnership or (ii) to direct or cause direction of the
         management and policies of such corporation or partnership, whether
         through the ownership of voting securities, as managing or general
         partner, by contract or otherwise.

                  "Agency Services Address" means NationsBank, N.A., 6610
         Rockledge Drive, 6th Floor, Bethesda, Maryland 20817, Attn.: Eleanor
         Mitchell-Wharton, or such other address as may be identified by
         written notice from the Administrative Agent to the Borrowers.

                  "Annualized Adjusted NOI" means Adjusted NOI for the most
         recent fiscal quarter multiplied times four.

                  "Annualized Capitalized Adjusted NOI" means Annualized
         Adjusted NOI divided by the Capitalization Rate.

                  "Annualized Capitalized Modified Adjusted NOI" means
         Annualized Modified Adjusted NOI divided by the Capitalization Rate.

                                      2
<PAGE>

                  "Annualized Modified Adjusted NOI" means an amount equal to
         (a) Adjusted NOI for the prior fiscal quarter for all Properties
         owned during such entire fiscal quarter multiplied times four plus
         (b) NOI for all Properties acquired during such fiscal quarter
         multiplied by a fraction equal to 365/the number of days such
         Property was owned by a Combined Party.

                  "Applicable Percentage" means:

                           (a) from the Effective Date until the earlier of
                  (i) March 31, 1999 or (ii) the date the Leverage Ratio, as
                  of the end of any fiscal quarter of the Credit Parties
                  subsequent to September 30, 1998, is less than or equal to
                  .55 to 1.0, 1.50%.

                           (b) Commencing on the date of the earlier of (i)
                  March 31, 1999 or (ii) the date the Leverage Ratio, as of
                  the end of any fiscal quarter of the Credit Parties
                  subsequent to September 30, 1998, is less than or equal to
                  .55 to 1.0:

                            (i) if (A) BRT or BOP does not have an Unsecured
                  Senior Debt Rating, or (B) BRT or BOP has an Unsecured Debt
                  Rating from S&P that is worse than BBB-, or (C) BRT or BOP
                  has an Unsecured Debt Rating from Moody's that is worse than
                  Baa3, the appropriate applicable percentages corresponding
                  to the Leverage Ratio in effect as of the most recent
                  Calculation Date as shown below:

           ------------------- ------------------ -----------------------------
             Pricing Level          Leverage       Applicable Percentage for
                                     Ratio              Eurodollar Loans
           ------------------- ------------------ -----------------------------
                   I              < .20 to 1.0               1.15%
           ------------------- ------------------ -----------------------------
                   II           > .20 to 1.0 but             1.25%
                                  < .30 to 1.0
           ------------------- ------------------ -----------------------------
                  III           > .30 to 1.0 but             1.375%
                                  < .55 to 1.0
           ------------------- ------------------ -----------------------------
                   IV             > .55 to 1.0               1.75%
           ------------------- ------------------ -----------------------------

                           (ii) if (A) BRT or BOP has an Unsecured Senior Debt
                  Rating from either S&P or Moody's (or both), (B) neither
                  (b)(i)(B) nor (b)(i)(C) above is applicable and (C) the
                  Leverage Ratio is < .55 to 1.0, the appropriate applicable
                  percentages corresponding to the Unsecured Senior Debt
                  Ratings in effect as of the most recent Calculation Date as
                  shown below:

                                      3
<PAGE>

           ----------------- ----------------------- --------------------------
             Pricing Level   Unsecured Senior Debt    Applicable Percentage for
                                     Rating                Eurodollar Loans
           ----------------- ----------------------- --------------------------
                   I         BBB or better from                 1.00%
                             S&P, or Baa2 or
                             better from Moody's
                             or both if rated by
                             both Moody's and S&P
           ----------------- ----------------------- --------------------------
                   II        BBB- from S&P or Baa3              1.15%
                             from Moody's or both
                             if rated by both
                             Moody's and S&P
           ----------------- ----------------------- --------------------------

                  The Applicable Percentage for Revolving Loans shall be
         determined and adjusted on the date (each a "Calculation Date") (i)
         if the Applicable Percentage is determined pursuant to clause (b)(i)
         above, five Business Days after the date on which the Borrowers
         provide the officer's certificate in accordance with the provisions
         of Section 7.1(c); provided that if the Borrowers fail to provide the
         officer's certificate required by Section 7.1(c) on or before the
         date required by Section 7.1(c), the Applicable Percentage for
         Revolving Loans from such date shall be based on Pricing Level III in
         clause (b)(i) above until such time that an appropriate officer's
         certificate is provided whereupon the Pricing Level shall be
         determined by the then current Leverage Ratio or (ii) if the
         Applicable Percentage is determined pursuant to clause (b)(ii) above,
         the date BRT or BOP obtains an Unsecured Senior Debt Rating from S&P
         or Moody's or the date there is a change in the Unsecured Senior Debt
         Rating of BRT or BOP, in each case after the Borrowers provide
         written notice and evidence to the Administrative Agent regarding
         such Unsecured Debt Rating. Each Applicable Percentage shall be
         effective from one Calculation Date until the next Calculation Date.
         Any adjustment in the Applicable Percentage shall be applicable only
         to new Revolving Loans made (and to continuations and conversions of
         existing Revolving Loans).

                  The Borrowers shall promptly deliver to the Administrative
         Agent, at the address set forth on Schedule 11.1 and at the Agency
         Services Address, information regarding any change in the Unsecured
         Senior Debt Rating or Leverage Ratio that would change the existing
         Pricing Level as set forth above.

                  "Bankruptcy Code" means the Bankruptcy Code in Title 11 of
         the United States Code, as amended, modified, succeeded or replaced
         from time to time.

                  "Base Rate" means, for any day, the rate per annum equal to
         the greater of (a) the Federal Funds Rate in effect on such day plus
         1/2 of 1% or (b) the Prime Rate in effect on such day. Any change in
         the Base Rate due to a change in the Prime Rate or the Federal Funds
         Rate shall be effective on the effective date of such change in the
         Prime Rate or the Federal Funds Rate, respectively.

                  "Base Rate Loan" means a Loan bearing interest based at a
         rate determined by reference to the Base Rate.

                                      4
<PAGE>

                  "BOP" means Brandywine Operating Partnership, L.P., a
         Delaware limited partnership, together with any successors and
         permitted assigns.

                  "Borrowers" means BRT and BOP and "Borrower" means either
         one of them.

                  "Bridge Facility" means that certain $150 million credit
         facility, entered into as of the Closing Date, provided by
         NationsBanc Mortgage Capital Corp. for the benefit of the Borrowers.

                  "BRT" means Brandywine Realty Trust, a Maryland real estate
         investment trust, together with any successors and permitted assigns.

                  "Business Day" means any day other than a Saturday, a
         Sunday, a legal holiday or a day on which banking institutions are
         authorized or required by law or other governmental action to close
         in Bethesda, Maryland, Charlotte, North Carolina or New York, New
         York; provided that in the case of Eurodollar Loans, such day is also
         a day on which dealings between banks are carried on in U.S. dollar
         deposits in the London interbank market.

                  "Calculation Date" has the meaning set forth in the
         definition of Applicable Percentage.

                  "Capital Expenditures" means all expenditures of the
         Borrowers and their Subsidiaries which, in accordance with GAAP,
         would be classified as Capital Expenditures, including, without
         limitation, Capital Leases.

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

                  "Capitalization Rate" means, as of the Closing Date, 9.5%;
         however, the Capitalization Rate shall be reviewed annually (but not
         more often than annually) by the Lenders (beginning with the date one
         year after the Closing Date) and shall be subject to adjustment by
         the Required Lenders, in their sole discretion, based upon market
         conditions for comparable property types; provided that the
         Capitalization Rate cannot be adjusted by more than 1.25% annually.

                  "Cash Equivalents" means (a) securities issued or directly
         and fully guaranteed or insured by the United States of America or
         any agency or instrumentality thereof (provided that the full faith
         and credit of the United States of America is pledged in support
         thereof) having maturities of not more than twelve months from the
         date of acquisition, (b) U.S. dollar denominated time and demand
         deposits and certificates of deposit of (i) any Lender or any of its
         Affiliates, (ii) any domestic commercial bank having capital and
         surplus in excess of $500,000,000 or (iii) any bank whose short-term
         commercial paper rating from S&P is at least A-1 or the equivalent
         thereof or from Moody's is at least P-1 or the equivalent thereof
         (any such bank being an "Approved Bank"), in each case with
         maturities of not more than 270 days from the date of acquisition,
         (c) commercial paper and variable 

                                      5
<PAGE>

         or fixed rate notes issued by any Approved Bank (or by the parent
         company thereof) or any variable rate notes issued by, or guaranteed
         by, any domestic corporation rated A-1 (or the equivalent thereof) or
         better by S&P or P-1 (or the equivalent thereof) or better by Moody's
         and maturing within six months of the date of acquisition, (d)
         repurchase agreements with a bank or trust company (including any of
         the Lenders) or securities dealer having capital and surplus in
         excess of $500,000,000 for direct obligations issued by or fully
         guaranteed by the United States of America in which a Credit Party
         shall have a perfected first priority security interest (subject to
         no other Liens) and having, on the date of purchase thereof, a fair
         market value of at least 100% of the amount of the repurchase
         obligations and (e) Investments, classified in accordance with GAAP
         as current assets, in money market investment programs registered
         under the Investment Company Act of 1940, as amended, which are
         administered by financial institutions having capital of at least
         $500,000,000 and the portfolios of which are limited to Investments
         of the character described in the foregoing subdivisions (a) through
         (d).

                  "Change of Control" means any of the following events:

                  (a) any "person" or "group" (within the meaning of Section
         13(d) or 14(d) of the Exchange Act) has become, directly or
         indirectly, the "beneficial owner" (as defined in Rules 13d-3 and
         13d-5 under the Exchange Act, except that a Person shall be deemed to
         have "beneficial ownership" of all shares that any such Person has
         the right to acquire, whether such right is exercisable immediately
         or only after the passage of time), by way of merger, consolidation
         or otherwise, of 20% or more of the voting power of BRT on a
         fully-diluted basis, after giving effect to the conversion and
         exercise of all outstanding warrants, options and other securities of
         BRT convertible into or exercisable for voting power of BRT (whether
         or not such securities are then currently convertible or
         exercisable); or

                  (b) BRT fails to directly own at least 75% of the aggregate
         ownership interests in BOP.

                  "Closing Date" means the date hereof.

                  "Code" means the Internal Revenue Code of 1986, as amended,
         and any successor statute thereto, as interpreted by the rules and
         regulations issued thereunder, in each case as in effect from time to
         time. References to sections of the Code shall be construed also to
         refer to any successor sections.

                  "Collateral" has the meaning set forth in the Collateral 
         Documents.

                  "Collateral Documents" means the Pledge Agreements, the
         Mortgage Documents and such other documents executed and delivered in
         connection with the attachment and perfection of the Lenders'
         security interest in the Collateral, including, without limitation
         UCC financing statements and real estate title insurance policies as
         necessary; provided that it is understood that such Collateral
         Documents will be effective only during an appropriate Collateral
         Period.

                                      6
<PAGE>

                  "Collateral  Effective  Date" means (a) a Real Estate  
         Collateral  Effective  Date or (b) a Stock Collateral Effective Date.

                  "Collateral Period" means the period in time from a
         Collateral Effective Date until a subsequent Collateral Termination
         Date.

                  "Collateral Termination Date" means (a) with respect to the
         Mortgages, any date after a Real Estate Collateral Effective Date in
         which (i) the Leverage Ratio has been less than or equal to .55 to
         1.0, as of the last day of a fiscal quarter of the Credit Parties,
         for two consecutive fiscal quarters and (ii) no Default or Event of
         Default exists, and (b) with respect to the Stock Collateral, any
         date after a Stock Collateral Effective Date that (i) the Leverage
         Ratio is less than or equal to .55 to 1.0 as of the last day of a
         fiscal quarter of the Credit Parties and (ii) no Default or Event of
         Default exists.

                  "Commitments" means the commitment of each Lender with
         respect to the Revolving Committed Amount.

                  "Combined Parties" means the Credit Parties and their
         Subsidiaries and all joint ventures or partnerships to which a Credit
         Party or one of its Subsidiaries is a party.

                  "Credit Documents" means this Credit Agreement, the Notes,
         the Collateral Documents and all other related agreements and
         documents issued or delivered hereunder or thereunder or pursuant
         hereto or thereto.

                  "Credit Exposure" has the meaning set forth in the
         definition of Required Lenders in this Section 1.1.

                  "Credit Parties" means the Borrowers and the Guarantors and
         "Credit Party" means any one of them.

                  "Debt Payments" means, as of the date of determination, for
         the Combined Parties, the sum of (a) Interest Expense plus (b) all
         payments of principal and any required prepayments on Funded Debt of
         the Combined Parties (other than balloon payments), for the
         applicable period, ending on the date of determination (including the
         principal component of payments due on Capital Leases during the
         applicable period ending on the date of determination) plus (c) any
         letter of credit fees.

                  "Debt Service Coverage Ratio" means the ratio of (a)
         Annualized Modified Adjusted NOI to (b) the Market Funded Debt
         Payments.

                  "Default" means any event, act or condition which with
         notice or lapse of time, or both, would constitute an Event of
         Default.

                  "Defaulting Lender" means, at any time, any Lender that, (a)
         has failed to make a Loan or purchase a Participation Interest
         required pursuant to the terms of this Credit Agreement (but only for
         so long as such Loan is not made or such Participation Interest is
         not purchased), (b) has failed to pay to the Administrative Agent or
         any Lender an amount 

                                      7
<PAGE>

         owed by such Lender pursuant to the terms of this Credit Agreement
         (but only for so long as such amount has not been repaid) or (c) has
         been deemed insolvent or has become subject to a bankruptcy or
         insolvency proceeding or to a receiver, trustee or similar official.

                  "Dollars" and "$" means dollars in lawful currency of the
         United States of America.

                  "Effective Date" means the date, as specified by the
         Administrative Agent, on which the conditions set forth in Section
         5.1 shall have been fulfilled (or waived in the sole discretion of
         the Lenders) and on which the initial Loans shall have been made
         and/or the initial Letters of Credit shall have been issued.

                  "Eligible Assignee" means (a) any Lender or any Affiliate or
         subsidiary of a Lender and (b) any other commercial bank, financial
         institution, institutional lender or "accredited investor" (as
         defined in Regulation D of the Securities and Exchange Commission)
         with (i) total assets of at least $25 billion, (ii) a long term
         unsecured debt rating of BBB+ or better from S&P or its equivalent
         and (iii) an office in the United States. Neither the Borrower nor an
         Affiliate of the Borrower shall qualify as an Eligible Assignee.

                  "Environmental Claim" means any investigation, written
         notice, violation, written demand, written allegation, action, suit,
         injunction, judgment, order, consent decree, penalty, fine, lien,
         proceeding, or written claim whether administrative, judicial or
         private in nature arising (a) pursuant to, or in connection with, an
         actual or alleged violation of, any Environmental Law, (b) in
         connection with any Hazardous Material, (c) from any assessment,
         abatement, removal, remedial, corrective, or other response action in
         connection with an Environmental Law or other order of a Governmental
         Authority or (d) from any actual or alleged damage, injury, threat,
         or harm to health, safety, natural resources, or the environment.

                  "Environmental Laws" means any current or future legal
         requirement of any Governmental Authority pertaining to (a) the
         protection of health, safety, and the indoor or outdoor environment,
         (b) the conservation, management, or use of natural resources and
         wildlife, (c) the protection or use of surface water and groundwater
         or (d) the management, manufacture, possession, presence, use,
         generation, transportation, treatment, storage, disposal, release,
         threatened release, abatement, removal, remediation or handling of,
         or exposure to, any hazardous or toxic substance or material or (e)
         pollution (including any release to land surface water and
         groundwater) and includes, without limitation, the Comprehensive
         Environmental Response, Compensation, and Liability Act of 1980, as
         amended by the Superfund Amendments and Reauthorization Act of 1986,
         42 USC 9601 et seq., Solid Waste Disposal Act, as amended by the
         Resource Conservation and Recovery Act of 1976 and Hazardous and
         Solid Waste Amendment of 1984, 42 USC 6901 et seq., Federal Water
         Pollution Control Act, as amended by the Clean Water Act of 1977, 33
         USC 1251 et seq., Clean Air Act of 1966, as amended, 42 USC 7401 et
         seq., Toxic Substances Control Act of 1976, 15 USC 2601 et seq.,
         Hazardous Materials Transportation Act, 49 USC App. 1801 et seq.,
         Occupational Safety and Health Act of 1970, as amended, 29 USC 651 et
         seq., Oil Pollution Act of 1990, 33 USC 2701 et seq., Emergency
         Planning and Community Right-to-Know Act of 1986, 42 USC 11001 et
         seq., National Environmental Policy Act of 1969, 42 USC 4321 et seq.,
         Safe Drinking Water Act of 1974, as amended, 42 USC 300(f) et seq.,
         any analogous implementing or successor law, and any amendment, rule,
         regulation, order, or directive issued thereunder.

                                      8
<PAGE>

                  "Equity Issuance" means any issuance by a Credit Party to
         any Person (other than another Credit Party) of shares of its capital
         stock, common shares of beneficial interest or other equity
         interests, including pursuant to the exercise of options or warrants
         or pursuant to the conversion of any debt securities to equity;
         provided that the definition of Equity Issuance as used herein shall
         not include (a) issuances of equity to employees of a Credit Party to
         the extent such issuances do not exceed $1,000,000 in any one
         instance or $5,000,000, in the aggregate, during the term of this
         Credit Agreement or (b) issuances of common stock for the sole
         purpose of conversion or redemption of convertible preferred stock or
         perpetual preferred stock.

                  "ERISA" means the Employee Retirement Income Security Act of
         1974, as amended, and any successor statute thereto, as interpreted
         by the rules and regulations thereunder, all as the same may be in
         effect from time to time. References to sections of ERISA shall be
         construed also to refer to any successor sections.

                  "ERISA Affiliate" means an entity, whether or not
         incorporated, which is under common control with a Borrower or any of
         its Subsidiaries within the meaning of Section 4001(a)(14) of ERISA,
         or is a member of a group which includes a Borrower and which is
         treated as a single employer under Sections 414(b) or (c) of the
         Code.

                  "ERISA Event" means (i) with respect to any Plan, the
         occurrence of a Reportable Event or the substantial cessation of
         operations (within the meaning of Section 4062(e) of ERISA); (ii) the
         withdrawal of a Borrower, any Subsidiary of a Borrower or any ERISA
         Affiliate from a Multiple Employer Plan during a plan year in which
         it was a substantial employer (as such term is defined in Section
         4001(a)(2) of ERISA), or the termination of a Multiple Employer Plan;
         (iii) the distribution of a notice of intent to terminate or the
         actual termination of a Plan pursuant to Section 4041(a)(2) or 4041A
         of ERISA; (iv) the institution of proceedings to terminate or the
         actual termination of a Plan by the PBGC under Section 4042 of ERISA;
         (v) any event or condition which might constitute grounds under
         Section 4042 of ERISA for the termination of, or the appointment of a
         trustee to administer, any Plan; (vi) the complete or partial
         withdrawal of a Borrower, any Subsidiary of a Borrower or any ERISA
         Affiliate from a Multiemployer Plan; (vii) the conditions for
         imposition of a lien under Section 302(f) of ERISA exist with respect
         to any Plan; or (viii) the adoption of an amendment to any Plan
         requiring the provision of security to such Plan pursuant to Section
         307 of ERISA.

                  "Eurodollar Loan" means a Loan bearing interest based at a
         rate determined by reference to the Adjusted Eurodollar Rate.

                  "Eurodollar Rate" means, for the Interest Period for each
         Eurodollar Loan comprising part of the same borrowing (including
         conversions, extensions and renewals), a per annum interest rate
         determined pursuant to the following formula:

                                      9
<PAGE>

                     Eurodollar Rate =  London Interbank Offered Rate
                                        -----------------------------
                                       1 - Eurodollar Reserve Percentage

                  "Eurodollar Reserve Percentage" means, for any day, that
         percentage (expressed as a decimal) which is in effect from time to
         time under Regulation D of the Board of Governors of the Federal
         Reserve System (or any successor), as such regulation may be amended
         from time to time, or any successor regulation, as the maximum
         reserve requirement (including, without limitation, any basic,
         supplemental, emergency, special, or marginal reserves) applicable
         with respect to Eurodollar liabilities as that term is defined in
         Regulation D (or against any other category of liabilities that
         includes deposits by reference to which the interest rate of
         Eurodollar Loans is determined) with respect to member banks of the
         Federal Reserve System, whether or not any Lender has any Eurodollar
         liabilities subject to such reserve requirement at that time.
         Eurodollar Loans shall be deemed to constitute Eurodollar liabilities
         and as such shall be deemed subject to reserve requirements without
         benefits of credits for proration, exceptions or offsets that may be
         available from time to time to a Lender. The Adjusted Eurodollar Rate
         shall be adjusted automatically on and as of the effective date of
         any change in the Eurodollar Reserve Percentage.

                  "Event of Default" means any of the events or circumstances
         described in Section 9.1.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
         amended, modified, succeeded or replaced from time to time, and the
         rules and regulations promulgated thereunder.

                  "Excluded Material Subsidiaries" means the Material
         Subsidiaries set forth on Schedule 1.1(c).

                  "Existing Bridge Facility" means that certain Promissory
         Note, dated May 7, 1998, executed by the Borrowers in favor of
         NationsBank, N.A., in the face amount of $150 million, and all
         documents and instruments executed and delivered in connection
         therewith.

                  "Existing Credit Agreement" has the meaning set forth in the
         Recitals hereto.

                  "Existing Letters of Credit" means the letters of credit
         described on Schedule 2.2(c).

                  "Extension of Credit" means, as to any Lender, the making of
         a Loan by such Lender (or a participation therein by a Lender) or the
         issuance of, or participation in, a Letter of Credit by such Lender.

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

                                      10
<PAGE>
                  "Fee Letter" means that certain letter agreement, dated as
         of July 30, 1998, between the Administrative Agent and BRT, as
         amended, modified, supplemented or replaced from time to time.

                  "Fixed Charge Coverage Ratio" means, for any period, the
         ratio of (a) Adjusted NOI for such period to (b) the sum of Debt
         Payments for such period plus all dividends on preferred stock for
         such period plus Letter of Credit Fees payable pursuant to Section
         3.4(b)(i) for such period.

                  "Funded Debt" means, without duplication, the sum of (a) all
         Indebtedness of the Combined Parties for borrowed money, (b) all
         purchase money Indebtedness of the Combined Parties, (c) the
         principal portion of all obligations of the Combined Parties under
         Capital Leases, (d) all obligations, contingent or otherwise,
         relative to the face amount of all letters of credit (other than
         letters of credit supporting trade payables in the ordinary course of
         business), whether or not drawn, and banker's acceptances issued for
         the account of a Combined Party (it being understood that, to the
         extent an undrawn letter of credit supports another obligation
         consisting of Indebtedness, in calculating aggregated Funded Debt
         only such other obligation shall be included), (e) all Guaranty
         Obligations of the Combined Parties with respect to Funded Debt of
         another Person, (f) all Funded Debt of another entity secured by a
         Lien on any property of the Combined Parties whether or not such
         Funded Debt has been assumed by a Combined Party, (g) all Funded Debt
         of any partnership or unincorporated joint venture to the extent a
         Combined Party is legally obligated or has a reasonable expectation
         of being liable with respect thereto, net of any assets of such
         partnership or joint venture, (h) the principal balance outstanding
         under any synthetic lease, tax retention operating lease, off-balance
         sheet loan or similar off-balance sheet financing product of a
         Combined Party where such transaction is considered borrowed money
         indebtedness for tax purposes but is classified as an operating lease
         in accordance with GAAP, (i) all obligations of the Combined Parties
         in respect of interest rate protection agreements, foreign currency
         exchange agreements or other interest or exchange rate or commodity
         price hedging agreements and (j) all take out loan commitments to the
         extent such take out commitment is not supported by a financial
         commitment from a third party containing standard terms and
         conditions. The calculation of Funded Debt of the Combined Parties
         shall be subject to Section 1.4.

                  "Funds From Operations", when used with respect to any
         Person, shall have the meaning given to such term in, and shall be
         calculated in accordance with, standards promulgated by the National
         Association of Real Estate Investment Trusts in effect from time to
         time.

                  "GAAP" means generally accepted accounting principles in the
         United States applied on a consistent basis and subject to Section
         1.3.

                                      11
<PAGE>

                  "Governmental Authority" means any Federal, state, local or
         provincial court or governmental agency, authority, instrumentality
         or regulatory body.

                  "Guarantors" means (a) the Material Subsidiaries of the
         Borrowers, as of the Closing Date, other than the Excluded Material
         Subsidiaries and (b) such other Persons who may from time to time
         execute a Joinder Agreement (or otherwise consent in writing to
         becoming a Guarantor hereunder), as required by Section 7.12 or
         otherwise, in each case together with their successors and assigns.

                  "Guaranty Obligations" means, with respect to any Person,
         without duplication, any obligations (other than endorsements in the
         ordinary course of business of negotiable instruments for deposit or
         collection) guaranteeing or intended to guarantee any Indebtedness of
         any other Person in any manner, whether direct or indirect, and
         including without limitation any obligation, whether or not
         contingent, (a) to purchase any such Indebtedness or other obligation
         or any property constituting security therefor, (b) to advance or
         provide funds or other support for the payment or purchase of such
         indebtedness or obligation or to maintain working capital, solvency
         or other balance sheet condition of such other Person (including,
         without limitation, maintenance agreements, comfort letters, take or
         pay arrangements, put agreements or similar agreements or
         arrangements) for the benefit of the holder of Indebtedness of such
         other Person, (c) to lease or purchase property, securities or
         services primarily for the purpose of assuring the owner of such
         Indebtedness or (d) to otherwise assure or hold harmless the owner of
         such Indebtedness or obligation against loss in respect thereof. The
         amount of any Guaranty Obligation hereunder shall (subject to any
         limitations set forth therein) be deemed to be an amount equal to the
         outstanding principal amount (or maximum principal amount, if larger)
         of the Indebtedness in respect of which such Guaranty Obligation is
         made.

                  "Hazardous Materials" means any substance, material or waste
         defined or regulated in or under any Environmental Laws.

                  "Incentive Stock Plan" means the BRT 1997 Long-Term
         Incentive Plan, as amended from time to time, and any other equity
         incentive plan hereafter established by BRT pursuant to which awards
         of equity interests in BRT may be made to employees of BRT or a
         Subsidiary.

                  "Indebtedness" of any Person means, without duplication, (a)
         all obligations of such Person for borrowed money, (b) all
         obligations of such Person evidenced by bonds, debentures, notes or
         similar instruments, or upon which interest payments are customarily
         made (c) all obligations of such Person under conditional sale or
         other title retention agreements relating to property purchased by
         such Person to the extent of the value of such property (other than
         customary reservations or retentions of title under agreements with
         suppliers entered into in the ordinary course of business), (d) all
         obligations, other than intercompany items, of such Person issued or
         assumed as the deferred purchase price of property or services
         purchased by such Person which would appear as liabilities on a
         balance sheet of such Person, (e) all Indebtedness of others secured
         by (or for which the holder of such Indebtedness has an existing
         right, contingent or otherwise, to be secured by) any Lien on, or
         payable out of the proceeds of production from, property owned or
         acquired 
                                      12
<PAGE>

         by such Person, whether or not the obligations secured thereby have
         been assumed, (f) all Guaranty Obligations of such Person, (g) the
         principal portion of all obligations of such Person under (i) Capital
         Leases and (ii) any synthetic lease, tax retention operating lease,
         off-balance sheet loan or similar off-balance sheet financing product
         of such Person where such transaction is considered borrowed money
         indebtedness for tax purposes but is classified as an operating lease
         in accordance with GAAP, (h) all obligations of such Person in
         respect of interest rate protection agreements, foreign currency
         exchange agreements, or other interest or exchange rate or commodity
         price hedging agreements, (i) the maximum amount of all performance
         and standby letters of credit issued or bankers' acceptances
         facilities created for the account of such Person and, without
         duplication, all drafts drawn thereunder (to the extent
         unreimbursed), (j) all preferred stock issued by such Person and
         required by the terms thereof to be redeemed, or for which mandatory
         sinking fund payments are due, by a fixed date; provided that
         Indebtedness shall not include outstanding convertible preferred
         stock which carries a defined term if its conversion or redemption
         occurs solely through the issuance of additional equity or from the
         proceeds of an equity offering, (k) all obligations evidenced by take
         out commitments, (l) the aggregate amount of uncollected accounts
         receivables of such Person subject at such time to a sale of
         receivables (or similar transaction) regardless of whether such
         transaction is effected without recourse to such Person or in a
         manner that would not be reflected on the balance sheet of such
         Person in accordance with GAAP and (m) all obligations of such Person
         to repurchase any securities which repurchase obligation is related
         to the issuance thereof, including, without limitation, obligations
         commonly known as residual equity appreciation potential shares.
         Subject to the terms of Section 1.4, the Indebtedness of any Person
         shall include the Indebtedness of any partnership or unincorporated
         joint venture in which such Person is legally obligated or has a
         reasonable expectation of being liable with respect thereto.

                  "Initial Revolving Loan Maturity Date" means September 30,
         2001.

                  "Interest Coverage Ratio" means, for any period, the ratio
         of (a) Adjusted NOI for such period to (b) Interest Expense for such
         period.

                  "Interest Expense" means, for any period, with respect to
         the Credit Parties and their Subsidiaries on a consolidated basis,
         all net interest expense, whether paid or accrued (including that
         portion applicable to Capital Leases in accordance with GAAP) plus
         capitalized interest.

                  "Interest Payment Date" means (a) as to Base Rate Loans, the
         last Business Day of each month and the Revolving Loan Maturity Date,
         (b) as to Eurodollar Loans, the last day of the applicable Interest
         Period and the Revolving Loan Maturity Date.

                  "Interest Period" means, as to Eurodollar Loans, a period of
         one, two, three or six months' duration as the Borrowers may elect,
         commencing, in each case, on the date of the borrowing (including
         continuations and conversions thereof); provided, however, (a) if any
         Interest Period would end on a day which is not a Business Day, such
         Interest Period shall be extended to the next succeeding Business Day
         (except that where the next succeeding Business Day falls in the next
         succeeding calendar month, then on the next preceding Business Day),
         (b) no Interest Period shall extend beyond the Revolving Loan
         Maturity Date, (c) where an Interest Period begins on a day for which
         there is no numerically corresponding day in the calendar month in
         which the Interest Period is to end, such Interest Period shall end
         on the last Business Day of such calendar month, and (d) no Interest
         Period shall extend beyond the Initial Revolving Loan Maturity Date
         unless the Revolving Loan Maturity Date has been extended pursuant to
         Section 3.5(b).

                                      13
<PAGE>

                  "Investment" in any Person means (a) the acquisition
         (whether for cash, property, services, assumption of Indebtedness,
         securities or otherwise) of assets, shares of capital stock, bonds,
         notes, debentures, partnership, joint ventures or other ownership
         interests or other securities of such other Person or (b) any deposit
         with, or advance, loan or other extension of credit to, such Person
         (other than deposits made in connection with the purchase of
         equipment or other assets in the ordinary course of business) or (c)
         any other capital contribution to or investment in such Person,
         including, without limitation, any Guaranty Obligation (including any
         support for a letter of credit issued on behalf of such Person)
         incurred for the benefit of such Person.

                  "Issuing Lender" means NationsBank, N.A., any successor
         Administrative Agent or any other Lender designated by the
         Administrative Agent.

                  "Issuing Lender Fees" has the meaning set forth in Section
         3.4(b)(ii).

                  "Joinder Agreement" means a Joinder Agreement substantially
         in the form of Exhibit 7.12.

                  "Lender" means any of the Persons identified as a "Lender"
         on the signature pages hereto, and any Person which may become a
         Lender by way of assignment in accordance with the terms hereof,
         together with their successors and permitted assigns.

                  "Letter of Credit" means a letter of credit issued for the
         account of a Borrower by the Issuing Lender pursuant to Section 2.2
         or any Existing Letter of Credit, as such letter of credit may be
         amended, modified, extended, renewed or replaced.

                  "Letter of Credit Fees" has the meaning set forth in Section
         3.4(b)(i).

                  "Leverage Ratio" means the ratio of (a) Funded Debt to (b)
         the sum of Annualized Capitalized Modified Adjusted NOI plus all
         unrestricted cash of the Combined Parties plus all Cash Equivalents
         of the Combined Parties plus all tenant security deposits held by the
         Combined Parties plus all amounts invested by the Combined Parties in
         construction-in-process plus all mortgage note receivables of the
         Combined Parties plus all net cash investments in opportunity funds
         of the Combined Parties.

                  "Lien" means any mortgage, pledge, hypothecation,
         assignment, deposit arrangement, security interest, encumbrance, lien
         (statutory or otherwise), preference, priority or charge of any kind,
         including, without limitation, any agreement to give any of the
         foregoing, any conditional sale or other title retention agreement,
         and any lease in the nature thereof.

                                      14
<PAGE>

                  "Loan" or "Loans" means the Revolving Loans (or a portion of
         any Revolving Loan), individually or collectively, as appropriate.

                  "LOC Documents" means, with respect to any Letter of Credit,
         such Letter of Credit, any amendments thereto, any documents
         delivered in connection therewith, any application therefor, and any
         agreements, instruments, guarantees or other documents (whether
         general in application or applicable only to such Letter of Credit)
         governing or providing for (a) the rights and obligations of the
         parties concerned or at risk or (b) any collateral security for such
         obligations.

                  "LOC Obligations" means, at any time, the sum of (a) the
         maximum amount which is, or at any time thereafter may become,
         available to be drawn under Letters of Credit then outstanding,
         assuming compliance with all requirements for drawings referred to in
         such Letters of Credit plus (b) the aggregate amount of all drawings
         under Letters of Credit honored by an Issuing Lender but not
         theretofore reimbursed.

                  "LOC Participants" means the Lenders.

                  "London Interbank Offered Rate" means, for any Eurodollar
         Loan for any Interest Period therefor, the rate per annum (rounded
         upwards, if necessary, to the nearest 1/16 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 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 Telerate
         Page 3750, the applicable rate shall be the arithmetic mean of all
         such rates. If for any reason such rate is not available, the term
         "London Interbank Offered Rate" shall mean, for any Eurodollar Loan
         for any Interest Period therefor, the rate per annum (rounded
         upwards, if necessary, to the nearest 1/16 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.

                  "Mandatory Borrowing" has the meaning set forth in Section 
         2.2(e).

                  "Market Funded Debt Payments" means the scheduled debt
         payments that would have been due during a twelve month period with
         respect to the Funded Debt of the Combined Parties as of the last day
         of the prior fiscal quarter assuming a principal mortgage
         amortization of 25 years and assuming the Market Interest Rate as in
         effect on the date that the Market Funded Debt Payments are
         calculated.

                  "Market Interest Rate" means an interest rate equal to the
         greater of (a) the prior 30 day average of the most recent seven year
         U.S. Treasury Note plus 2.00% per annum or (b) 8.50% per annum.

                  "Material Adverse Effect" means a material adverse effect on
         (a) the business, assets, operations, condition (financial or
         otherwise) or prospects of a Combined Party, (b) the ability of a
         Credit Party to perform its respective obligations under this Credit
         Agreement or any of the other Credit Documents, or (c) the validity
         or enforceability of this Credit Agreement, any of the other Credit
         Documents, or the rights and remedies of the Lenders hereunder or
         thereunder taken as a whole.

                                      15
<PAGE>

                  "Material Subsidiary" means a Subsidiary of a Credit Party
         in which such Credit Party owns, directly or indirectly, more than
         65% of the capital stock, partnership interests or other equity
         interests.

                  "Moody's" means Moody's Investors Service, Inc., or any
         successor or assignee of the business of such company in the business
         of rating securities.

                  "Mortgages" has the meaning set forth in Section 7.17.

                  "Multiemployer Plan" means a Plan which is a multiemployer
         plan as defined in Sections 3(37) or 4001(a)(3) of ERISA.

                  "Multiple Employer Plan" means a Plan (other than a
         Multiemployer Plan) in which a Credit Party or any ERISA Affiliate
         and at least one employer other than a Credit Party or any ERISA
         Affiliate are contributing sponsors.

                  "Net Cash Proceeds" means the gross cash proceeds received
         from an Equity Issuance net of actual transaction costs payable to
         third parties.

                  "Net Income" means, for any period, the net income for such
         period of the Combined Parties, as determined in accordance with
         GAAP.

                  "Net Worth" means, as of any date, the net worth of Credit
         Parties and their Subsidiaries on a consolidated basis, as determined
         in accordance with GAAP.

                  "NMS" means NationsBanc Montgomery Securities LLC or any
         successor thereto.

                  "NOI" means an amount equal to (a) Net Income for such
         period (excluding the effect of any extraordinary or other non
         recurring gains or losses or other non cash losses outside the
         ordinary course of business) plus (b) an amount which in the
         determination of Net Income for such period has been deducted for (i)
         proceeds to minority interests, (ii) income taxes, (iii) depreciation
         and amortization and (iv) Interest Expense, less (c) to the extent
         not previously deducted in calculating Net Income for such period,
         the greater of (i) actual management fee expenditures of the Combined
         Parties or (ii) 3% of the total real estate revenue of the Combined
         Parties.

                  "Non-Excluded Taxes" has the meaning set forth in Section 
         3.13.

                  "Note" or "Notes" means the Revolving Loan Notes,
         individually or collectively, as appropriate.

                                      16
<PAGE>

                  "Notice of Borrowing" means a request by the Borrowers for a
         Revolving Loan, in the form of Exhibit 2.1(b).

                  "Notice of Continuation/Conversion" means a request by the
         Borrowers to continue an existing Eurodollar Loan to a new Interest
         Period or to convert a Eurodollar Loan to a Base Rate Loan or to
         convert a Base Rate Loan to a Eurodollar Loan, in the form of Exhibit
         2.1(e).

                  "Obligations" means, without duplication, all of the
         obligations of the Credit Parties to the Lenders and the
         Administrative Agent, whenever arising, under this Credit Agreement,
         the Notes, the Collateral Documents, or any of the other Credit
         Documents to which a Credit Party is a party.

                  "Participation Interest" means the Extension of Credit by a
         Lender by way of a purchase of a participation in any Loans as
         provided in Section 3.8 or in any Letters of Credit or LOC
         Obligations as provided in Section 2.2.

                  "PBGC" means the Pension Benefit Guaranty Corporation
         established pursuant to Subtitle A of Title IV of ERISA and any
         successor thereof.

                  "Permitted Investments" means Investments which are (a) cash
         or Cash Equivalents, (b) accounts receivable created, acquired or
         made in the ordinary course of business and payable or dischargeable
         in accordance with customary trade terms, (c) Investments by one
         Credit Party in another Credit Party, (d) the acquisition of new
         Properties; provided that the Credit Parties may not invest in
         undeveloped land in excess of 5% of Total Assets, in the aggregate,
         except for such undeveloped land that is adjacent to or contiguous
         with other assets being acquired or assets already owned or such land
         is part of a construction project approved by the Required Lenders,
         has all necessary local permits and approvals and construction will
         commence within six months of acquisition, (e) earnest money and
         similar deposits in respect of Properties made in the ordinary course
         of business, (f) Investments, as of the Effective Date, in the
         Subsidiaries of the Credit Parties that own the Project Bell
         Properties; provided that no additional Investments in such
         Subsidiaries may occur after the Effective Date except as permitted
         by clauses (g) and (h) below, (g) in addition to the Investments in
         clause (f) above, Investments in Subsidiaries which are not Credit
         Parties and Investments in joint ventures (whether or not
         Subsidiaries) not to exceed, in the aggregate at any one time, 15% of
         Adjusted Total Assets, (h) Investments not otherwise described in or
         covered by the other subclauses of this definition (including,
         without limitation, Investments in Persons that are not Subsidiaries
         or joint ventures (whether or not Subsidiaries)), loans to officers,
         directors and employees and repurchases of its capital stock
         (including the repurchase of stock that is retired, cancelled or
         terminated) or other ownership interests (including options, warrants
         and stock appreciation rights) by a Borrower or any Subsidiary);
         provided that (i) such Investments do not exceed, in the aggregate at
         any one time, 10% of Adjusted Total Assets and (ii) such Investments,
         together with the Investments referred to in the previous subclause
         (g), do not exceed (in the aggregate at any one time) 20% of Adjusted
         Total Assets.

                                      17
<PAGE>

                  "Permitted Liens" means (a) Liens securing Obligations, (b)
         Liens for taxes not yet due or Liens for taxes being contested in
         good faith by appropriate proceedings for which adequate reserves
         determined in accordance with GAAP have been established (and as to
         which the property subject to any such Lien is not yet subject to
         foreclosure, sale or loss on account thereof), (c) Liens in respect
         of property imposed by law arising in the ordinary course of business
         such as materialmens', mechanics', warehousemens', carriers',
         landlords' and other nonconsensual statutory Liens which are not yet
         due and payable or which are being contested in good faith by
         appropriate proceedings for which adequate reserves determined in
         accordance with GAAP have been established (and as to which the
         property subject to any such Lien is not yet subject to foreclosure,
         sale or loss on account thereof); (d) Liens arising from good faith
         deposits in connection with or to secure performance of tenders,
         bids, leases, government contracts, performance and return-of-money
         bonds and other similar obligations incurred in the ordinary course
         of business (other than obligations in respect of the payment of
         borrowed money), (e) Liens arising from good faith deposits in
         connection with or to secure performance of statutory obligations and
         surety and appeal bonds, (f) easements, rights-of-way, restrictions
         (including zoning restrictions), matters of plat, minor defects or
         irregularities in title and other similar charges or encumbrances
         not, in any material respect, impairing the use of the encumbered
         property for its intended purposes, (g) judgment Liens that would not
         constitute an Event of Default, (h) Liens arising by virtue of any
         statutory or common law provision relating to bankers' liens, rights
         of setoff or similar rights as to deposit accounts or other funds
         maintained with a creditor depository institution, (i) Liens on
         Properties as indicated on Schedule 8.5 if such Lien is incurred on
         or before March 31, 1999, (j) Liens in connection with Indebtedness
         permitted by Section 8.1(d); provided that if such Lien is created
         with respect to a Property that was previously unencumbered (other
         than such Liens permitted pursuant to clause (i) above), (A) the
         Borrowers shall give the Administrative Agent prior written notice of
         the creation of such Lien and (B) after giving effect to such Lien,
         (x) the Credit Parties shall be in compliance on a Pro Forma Basis
         with the financial covenants set forth in Section 7.2 and (y) no
         Default or Event of Default shall exist (and the Borrowers shall
         deliver a certificate to that effect) and (k) Liens existing on the
         date hereof and identified on Schedule 8.2; provided that no such
         Lien shall extend to any property other than the property subject
         thereto on the Closing Date.

                  "Person" means any individual, partnership, joint venture,
         firm, corporation, limited liability company, association, trust or
         other enterprise (whether or not incorporated), or any Governmental
         Authority.

                  "Plan" means any employee benefit plan (as defined in
         Section 3(3) of ERISA) which is covered by ERISA and with respect to
         which a Borrower or any ERISA Affiliate is (or, if such plan were
         terminated at such time, would under Section 4069 of ERISA be deemed
         to be) an "employer" within the meaning of Section 3(5) of ERISA.

                  "Pledge Agreements" means any Pledge Agreement executed and
         delivered by a Credit Party in favor of the Administrative Agent, for
         the benefit of the Lenders, to secure its obligations under the
         Credit Documents, as amended, modified, extended, renewed or replaced
         from time to time; provided that it is understood that the Pledge
         Agreements will be effective only during a Collateral Period.

                                      18
<PAGE>

                  "Prime Rate" means the per annum rate of interest
         established from time to time by the Administrative Agent at its
         principal office in Charlotte, North Carolina (or such other
         principal office of the Administrative Agent as communicated in
         writing to the Borrowers and the Lenders) as its Prime Rate. Any
         change in the interest rate resulting from a change in the Prime Rate
         shall become effective as of 12:01 a.m. of the Business Day on which
         each change in the Prime Rate is announced by the Administrative
         Agent. The Prime Rate is a reference rate used by the Administrative
         Agent in determining interest rates on certain loans and is not
         intended to be the lowest rate of interest charged on any extension
         of credit to any debtor.

                  "Pro Forma Basis" means with respect to (a) the sale of a
         Property or the sale of an equity interest in a Credit Party or (b)
         the creation of a Lien on a Property, that such sale or creation of
         Lien shall be deemed to have occurred as of the first day of the four
         fiscal quarter period ending as of the last day of the most recent
         fiscal quarter for which the Lenders have received the financial
         information required by Section 7.1(b).

                  "Project Bell Properties" means the Properties set forth on
         Schedule 1.1(b).

                  "Properties" means all real properties owned by the Credit
         Parties and their Subsidiaries whether directly or through a joint
         venture investment.

                  "Real Estate Collateral Effective Date" means the date the
         financial information required by Section 7.1(c), for the quarterly
         period ending March 31, 1999, is delivered by the Borrowers to the
         Administrative Agent, if the Leverage Ratio, as of March 31, 1999, is
         greater than .55 to 1.0, unless all of the Lenders agree in writing
         that a Real Estate Collateral Effective Date shall not occur;
         provided that the Real Estate Collateral Effective Date shall occur
         automatically on May 15, 1999 if the Borrowers do not deliver such
         financial information regarding the Leverage Ratio, as of March 31,
         1999, on or before May 15, 1999.

                  "Regulation D, U, or X" means Regulation D, U or X,
         respectively, of the Board of Governors of the Federal Reserve System
         as from time to time in effect and any successor to all or a portion
         thereof.

                  "REIT" means a real estate investment trust as defined in
         Sections 856-860 of the Code.

                  "Reportable Event" means any of the events set forth in
         Section 4043(c) of ERISA, other than those events as to which the
         notice requirement has been waived by regulation.

                  "Required Lenders" means the Administrative Agent together
         with the Lenders whose aggregate Credit Exposure (as hereinafter
         defined) constitutes at least 66 2/3% of the Credit Exposure of all
         Lenders at such time; provided, however, that if any Lender shall be
         a Defaulting Lender at such time then there shall be excluded from
         the determination of Required Lenders the aggregate principal amount
         of Credit Exposure of such Lender at such time. For purposes of the
         preceding sentence, the term "Credit Exposure" as applied to each
         Lender shall mean (a) at any time prior to the termination of the
         Commitments, the sum of the Revolving Loan Commitment Percentage of
         such Lender multiplied by the Revolving Committed Amount and (b) at
         any time after the termination of the Commitments, the sum of (i) the
         principal balance of the outstanding Loans of such Lender plus (ii)
         such Lender's Participation Interests in the face amount of the
         outstanding Letters of Credit.

                                      19
<PAGE>

                  "Requirement of Law" means, as to any Person, the articles
         or certificate of incorporation and by-laws or other organizational
         or governing documents of such Person, and any law, treaty, rule or
         regulation or final, non-appealable determination of an arbitrator or
         a court or other Governmental Authority, in each case applicable to
         or binding upon such Person or to which any of its material property
         is subject.

                  "Revolving Committed Amount" means FIVE HUNDRED FIFTY
         MILLION DOLLARS ($550,000,000).

                  "Revolving Loan Commitment Percentage" means, for each
         Lender, the percentage identified as its Revolving Loan Commitment
         Percentage on Schedule 1.1(a), as such percentage may be modified in
         connection with any assignment made in accordance with the provisions
         of Section 11.3.

                  "Revolving Loan Maturity Date" means the Initial Revolving
         Loan Maturity Date or, if extended by the Borrowers pursuant to
         Section 3.5(b), September 30, 2002.

                  "Revolving Loans" means the Revolving Loans made to the
         Borrowers pursuant to Section 2.1.

                  "Revolving Note" or "Revolving Notes" means the promissory
         notes of the Borrowers in favor of each of the Lenders evidencing the
         Revolving Loans provided pursuant to Section 2.1, individually or
         collectively, as appropriate, as such promissory notes may be
         amended, modified, supplemented, extended, renewed or replaced from
         time to time and as evidenced in the form of Exhibit 2.1(g).

                  "S&P" means Standard & Poor's Ratings Group, a division of
         McGraw Hill, Inc., or any successor or assignee of the business of
         such division in the business of rating securities.

                  "Secured Debt" means all Funded Debt of the Combined Parties
         that is subject to a Lien in favor of the creditor holding such
         Funded Debt; provided that any Funded Debt owed to the Lenders
         hereunder shall be considered to be Unsecured Debt even if a Lien has
         been granted in favor of the Lenders.

                  "Secured Debt Ratio" means the ratio of (a) Secured Debt to
         (b) Annualized Capitalized Modified Adjusted NOI plus, to the extent
         Secured Debt includes Funded Debt on construction-in-process, total
         construction costs with respect to such construction-in-process.

                                      20
<PAGE>

                  "Securities Act" means the Securities Act of 1933, as
         amended, modified, succeeded or replaced from time to time, and the
         rules and regulations promulgated thereunder.

                  "Single Employer Plan" means any Plan which is covered by
         Title IV of ERISA, but which is not a Multiemployer Plan or a
         Multiple Employer Plan.

                  "Solvent" means, with respect to any Person as of a
         particular date, that on such date (a) such Person is able to pay its
         debts and other liabilities, contingent obligations and other
         commitments as they mature in the normal course of business, (b) such
         Person does not intend to, and does not believe that it will, incur
         debts or liabilities beyond such Person's ability to pay as such
         debts and liabilities mature in their ordinary course, (c) 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 assets would constitute unreasonably small capital after
         giving due consideration to the prevailing practice in the industry
         in which such Person is engaged or is to engage, (d) the fair value
         of the assets of such Person is greater than the total amount of
         liabilities, including, without limitation, contingent liabilities,
         of such Person and (e) the present fair saleable value of the assets
         of such Person is not less than the amount that will be required to
         pay the probable liability of such Person on its debts as they become
         absolute and matured. In computing the amount of contingent
         liabilities at any time, it is intended that such liabilities will be
         computed at the amount which, in light of all the facts and
         circumstances existing at such time, represents the amount that can
         reasonably be expected to become an actual or matured liability.

                  "Stock Collateral" means the Collateral set forth in the
         Pledge Agreements.

                  "Stock Collateral Effective Date" means, if the Obligations
         are not secured at that time by the Mortgages, (a) any date
         subsequent to March 30, 1999 that the Leverage Ratio is greater than
         .55 to 1.0 or (b) any date that there is a breach of any of the
         covenants set forth in Section 7.2; provided that, in each case, a
         Stock Collateral Effective Date shall not have been deemed to occur
         unless (x) the Required Lenders agree that a Stock Collateral
         Effective Date shall occur and (y) the Agent provides written
         notification to the Borrowers in accordance with Section 11.1 that a
         Stock Collateral Effective Date has occurred.

                  "Subsidiary" means, as to any Person, (a) any corporation
         more than 50% of whose stock of any class or classes having by the
         terms thereof ordinary voting power to elect a majority of the
         directors of such corporation (irrespective of whether or not at the
         time, any class or classes of such corporation shall have or might
         have voting power by reason of the happening of any contingency) is
         at the time owned by such Person directly or indirectly through
         Subsidiaries, and (b) any partnership, association, joint venture,
         limited liability company, trust or other entity in which such Person
         directly or indirectly through Subsidiaries has more than a 50%
         equity interest at any time.

                  "Termination Event" means (a) with respect to any Single
         Employer Plan, the occurrence of a Reportable Event or the
         substantial cessation of operations (within the meaning of Section
         4062(e) of ERISA); (b) the withdrawal of any Credit Party or any of
         its Subsidiaries or any ERISA Affiliate from a Multiple Employer Plan
         during a plan year in which it was a substantial employer (as such
         term is defined in Section 4001(a)(2) of ERISA), or the termination
         of a Multiple Employer Plan; (c) the distribution of a notice of
         intent to terminate or the actual termination of a Plan pursuant to
         Section 4041(a)(2) or 4041A of ERISA; (d) the institution of
         proceedings to terminate or the actual termination of a Plan by the
         PBGC under Section 4042 of ERISA; (e) any event or condition which
         might reasonably constitute grounds under Section 4042 of ERISA for
         the termination of, or the appointment of a trustee to administer,
         any Plan; or (f) the complete or partial withdrawal of any Credit
         Party or any of its Subsidiaries or any ERISA Affiliate from a
         Multiemployer Plan.

                                      21
<PAGE>

                  "Total Assets" means all assets of the Credit Parties and
         their Subsidiaries on a consolidated basis, as determined in
         accordance with GAAP.

                  "Unencumbered Cash Flow Ratio" means the ratio of (a)
         Annualized Modified Adjusted NOI with respect to Unsecured Properties
         to (b) Market Funded Debt Payments on Unsecured Debt.

                  "Unsecured Debt" means the sum of all Funded Debt of the
         Combined Parties that was incurred, and continues to be outstanding,
         without granting a Lien to the creditor holding such Funded Debt;
         provided that all Funded Debt of the Combined Parties owing to the
         Lenders under this Credit Agreement shall be considered to be
         Unsecured Debt even if a Lien has been granted in favor of the
         Lenders.

                  "Unsecured Debt Ratio" means the ratio of (a) Annualized
         Capitalized Modified Adjusted NOI with respect to all Unsecured
         Properties to (b) Unsecured Debt.

                  "Unsecured Properties" means all Properties that are not
         subject to a Lien other than (a) nonconsensual Permitted Liens and
         (b) Liens in favor of the Lenders.

                  "Unsecured Senior Debt Rating" means a debt rating provided
         by S&P or Moody's with respect to the unsecured senior long term debt
         of BRT or BOP.

                  "Unused Commitment" means, for any period, the amount by
         which (a) the then applicable aggregate Revolving Committed Amount
         exceeds (b) the daily average sum for such period of the outstanding
         aggregate principal amount of all Revolving Loans plus the aggregate
         amount of LOC Obligations outstanding.

                  "Unused Fees" means the fees payable to the Lenders pursuant
         to Section 3.4(a).

                  "Year 2000 Problem" means any risk that any computer
         hardware, software or other equipment used by a Credit Party or any
         of its Subsidiaries (or by any of its suppliers or vendors that is
         material to its business) will not function as effectively and
         reliably on and after January 1, 2000 as it does prior to January 1,
         2000, to the extent such risk would cause or be reasonably expected
         to cause a Material Adverse Effect.

                                      22
<PAGE>

         1.2      Computation of Time Periods and Other Definition Provisions.
                  
         For purposes of computation of periods of time hereunder, the word
"from" means "from and including" and the words "to" and "until" each mean "to
but excluding." References in this Credit Agreement to "Articles", "Sections",
"Schedules" or "Exhibits" shall be to Articles, Sections, Schedules or
Exhibits of or to this Credit Agreement unless otherwise specifically
provided.

         1.3      Accounting Terms.

         Except as otherwise expressly provided herein, all accounting terms
used herein shall be interpreted, and all financial statements and
certificates and reports as to financial matters required to be delivered to
the Lenders hereunder shall be prepared, in accordance with GAAP applied on a
consistent basis. All financial statements delivered to the Lenders hereunder
shall be accompanied by a statement from the Borrowers that GAAP has not
changed since the most recent financial statements delivered by the Borrowers
to the Lenders or if GAAP has changed describing such changes in detail and
explaining how such changes affect the financial statements. All calculations
made for the purposes of determining compliance with this Credit Agreement
shall (except as otherwise expressly provided herein) be made by application
of GAAP applied on a basis consistent with the most recent annual or quarterly
financial statements delivered pursuant to Section 7.1 (or, prior to the
delivery of the first financial statements pursuant to Section 7.1, consistent
with the financial statements described in Section 5.1(f)); provided, however,
if (a) the Borrowers shall object to determining such compliance on such basis
at the time of delivery of such financial statements due to any change in GAAP
or the rules promulgated with respect thereto or (b) the Administrative Agent
or the Required Lenders shall so object in writing within 60 days after
delivery of such financial statements (or after the Lenders have been informed
of the change in GAAP affecting such financial statements, if later), then
such calculations shall be made on a basis consistent with the most recent
financial statements delivered by the Borrowers to the Lenders as to which no
such objection shall have been made.

         1.4      Joint Venture Investments.

         With respect to any ownership of a Property by a Credit Party or one
of its Subsidiaries through a joint venture (a) NOI, Adjusted NOI, Annualized
Adjusted NOI, Annualized Capitalized Adjusted NOI, Annualized Modified
Adjusted NOI and Annualized Capitalized Modified Adjusted NOI shall be
calculated in accordance with such Credit Party's (or Subsidiary's) ownership
interest in the net cash flow of such joint venture and (b) Indebtedness and
Funded Debt shall be calculated as follows: (i) if the Indebtedness of such
joint venture is recourse to such Credit Party (or Subsidiary), then the
amount of such Indebtedness or Funded Debt that is recourse to such Credit
Party (or Subsidiary), and (ii) if the Indebtedness of such joint venture is
not recourse to such Credit Party (or Subsidiary), then such Credit Party's
(or Subsidiary's) pro rata interest in such Indebtedness or Funded Debt.


                                      23
<PAGE>

                                   SECTION 2

                                CREDIT FACILITY
                                ---------------

         2.1      Revolving Loans.

                  (a) Revolving Loan Commitment. Subject to the terms and
         conditions set forth herein, each Lender severally agrees to make
         revolving loans (each a "Revolving Loan" and collectively the
         "Revolving Loans") to the Borrowers, in Dollars, at any time and from
         time to time, during the period from and including the Effective Date
         to but not including the Revolving Loan Maturity Date or such earlier
         date if the Revolving Committed Amount has been terminated as
         provided herein; provided, however, that (i) the sum of the aggregate
         principal amount of Revolving Loans outstanding plus the aggregate
         amount of LOC Obligations outstanding shall not exceed the Revolving
         Committed Amount, (ii) with respect to each individual Lender, the
         Lender's pro rata share of outstanding Revolving Loans plus such
         Lender's pro rata share of outstanding LOC obligations shall not
         exceed such Lender's Revolving Loan Commitment Percentage of the
         Revolving Committed Amount, and (iii) the aggregate principal amount
         of Revolving Loans advanced for construction and development of
         Properties shall not exceed at any one time (A) for such Properties
         that are less than 50% preleased, $50,000,000 and (B) for all such
         Properties, $100,000,000. Subject to the terms of this Credit
         Agreement (including Section 3.3), the Borrowers may borrow, repay
         and reborrow Revolving Loans. The Administrative Agent shall keep a
         record of the purpose for which each of the Loans was advanced (and
         of repayments applied thereto), which record shall be conclusive
         absent prima facie error.

                  (b) Method of Borrowing for Revolving Loans. By no later
         than 11:00 a.m. (i) one Business Day prior to the date of the
         requested borrowing of Revolving Loans that will be Base Rate Loans
         or (ii) three Business Days prior to the date of the requested
         borrowing of Revolving Loans that will be Eurodollar Loans, the
         Borrowers shall submit an irrevocable written Notice of Borrowing in
         the form of Exhibit 2.1(b) to the Administrative Agent setting forth
         (A) the amount requested, (B) whether such Revolving Loans shall be
         Base Rate Loans or Eurodollar Loans, (C) with respect to Revolving
         Loans that will be Eurodollar Loans, the Interest Period applicable
         thereto; provided, however, that prior to December 31, 1998, or such
         earlier date as agreed to by the Administrative Agent, the Borrowers
         may not, without the consent of the Administrative Agent, request any
         Interest Period for Eurodollar Loans other than a one-month Interest
         Period, (D) the purpose of the proceeds of the Revolving Loans and
         (E) certification that the Borrowers have complied in all respects
         with Section 5.2.

                  (c) Funding of Revolving Loans. Upon receipt of a Notice of
         Borrowing, the Administrative Agent shall promptly inform the Lenders
         as to the terms thereof. Each Lender shall make its Revolving Loan
         Commitment Percentage of the requested Revolving Loans available to
         the Administrative Agent by 1:00 p.m. on the date specified in the
         Notice of Borrowing by deposit, in Dollars, of immediately available
         funds at the offices of the Administrative Agent at its principal
         office in Charlotte, North Carolina or at such other address as the
         Administrative Agent may designate in writing. The amount of the
         requested Revolving Loans will then be made available to the
         Borrowers by the Administrative Agent by crediting the account of the
         Borrowers on the books of such office of the Administrative Agent, to
         the extent the amount of such Revolving Loans are made available to
         the Administrative Agent.

                                      24
<PAGE>

                  No Lender shall be responsible for the failure or delay by
         any other Lender in its obligation to make Revolving Loans hereunder;
         provided, however, that the failure of any Lender to fulfill its
         obligations hereunder shall not relieve any other Lender of its
         obligations hereunder. Unless the Administrative Agent shall have
         been notified by any Lender prior to the date of any such Revolving
         Loan that such Lender does not intend to make available to the
         Administrative Agent its portion of the Revolving Loans to be made on
         such date, the Administrative Agent may assume that such Lender has
         made such amount available to the Administrative Agent on the date of
         such Revolving Loans, and the Administrative Agent in reliance upon
         such assumption, may (in its sole discretion but without any
         obligation to do so) make available to the Borrowers a corresponding
         amount. If such corresponding amount is not in fact made available to
         the Administrative Agent, the Administrative Agent shall be able to
         recover such corresponding amount from such Lender. If such Lender
         does not pay such corresponding amount forthwith upon the
         Administrative Agent's demand therefor, the Administrative Agent will
         promptly notify the Borrowers, and the Borrowers shall immediately
         pay such corresponding amount to the Administrative Agent. The
         Administrative Agent shall also be entitled to recover from the
         Lender or the Borrowers, as the case may be, interest on such
         corresponding amount in respect of each day from the date such
         corresponding amount was made available by the Administrative Agent
         to the Borrowers to the date such corresponding amount is recovered
         by the Administrative Agent at a per annum rate equal to (i) from the
         Borrowers at the applicable rate for such Revolving Loan pursuant to
         the Notice of Borrowing and (ii) from a Lender at the Federal Funds
         Rate.

                  (d) Reduction or Termination of Revolving Committed Amount.
         Upon at least three Business Days' notice, the Borrowers shall have
         the right to permanently terminate or reduce the aggregate unused
         amount of the Revolving Committed Amount at any time or from time to
         time; provided that (i) each partial reduction shall be in an
         aggregate amount at least equal to $5,000,000 and in integral
         multiples of $1,000,000 above such amount and (ii) no reduction shall
         be made which would reduce the Revolving Committed Amount to an
         amount less than the aggregate amount of outstanding Revolving Loans
         plus the aggregate amount of outstanding LOC Obligations. Any
         reduction in (or termination of) the Revolving Committed Amount shall
         be permanent and may not be reinstated. The Administrative Agent
         shall immediately notify the Lenders of any reduction in the
         Revolving Committed Amount.

                  (e) Continuations and Conversions. The Borrowers shall have
         the option, on any Business Day, to continue existing Eurodollar
         Loans for a subsequent Interest Period, to convert Base Rate Loans
         into Eurodollar Loans, or to convert Eurodollar Loans into Base Rate
         Loans; provided, however, that (i) each such continuation or
         conversion must be requested by the Borrowers pursuant to a written
         Notice of Continuation/Conversion, in the form of Exhibit 2.1(e), in
         compliance with the terms set forth below, (ii) except as provided in
         Section 3.11, Eurodollar Loans may only be continued or converted on
         the last day of the 

                                      25
<PAGE>

         Interest Period applicable thereto, (iii) Eurodollar Loans may not be
         continued nor may Base Rate Loans be converted into Eurodollar Loans
         during the existence and continuation of a Default or Event of
         Default and (iv) any request to continue a Eurodollar Loan that fails
         to comply with the terms hereof or any failure to request a
         continuation of a Eurodollar Loan at the end of an Interest Period
         shall result in a conversion of such Eurodollar Loan to a Base Rate
         Loan on the last day of the applicable Interest Period. Each
         continuation or conversion must be requested by the Borrowers no
         later than 11:00 a.m. (A) one Business Day prior to the date for a
         requested conversion of a Eurodollar Loan to a Base Rate Loan or (B)
         three Business Days prior to the date for a requested continuation of
         a Eurodollar Loan or conversion of a Base Rate Loan to a Eurodollar
         Loan, in each case pursuant to a written Notice of
         Continuation/Conversion submitted to the Administrative Agent which
         shall set forth (x) whether the Borrowers wish to continue or convert
         such Loans and (y) if the request is to continue a Eurodollar Loan or
         convert a Loan to a Eurodollar Loan, the Interest Period applicable
         thereto; provided that prior to December 31, 1998, the Borrowers may
         not, without the consent of the Administrative Agent, request any
         Interest Period for Eurodollar Loans other than a one-month Interest
         Period.

                  (f) Minimum Amounts/Restrictions on Loans. Each request for
         a borrowing, conversion or continuation shall be subject to the
         requirements that (i) each Eurodollar Loan shall be in a minimum
         amount of $1,000,000 and in integral multiples of $100,000 in excess
         thereof, (ii) each Base Rate Loan shall be in a minimum amount of
         $500,000 (and integral multiples of $100,000 in excess thereof) or
         the remaining amount available under the Revolving Committed Amount,
         (iii) no more than six Loans shall be made during any one month and
         (iv) no more than eight Eurodollar Loans shall be outstanding at any
         one time. For the purposes of this Section, all Eurodollar Loans with
         the same Interest Periods beginning on the same date shall be
         considered as one Eurodollar Loan, but Eurodollar Loans with
         different Interest Periods, even if they begin on the same date,
         shall be considered as separate Eurodollar Loans.

                  (g) Notes. The Revolving Loans made by each Lender shall be
         evidenced by a duly executed promissory note of the Borrowers to each
         Lender in the face amount of its Revolving Loan Commitment Percentage
         of the Revolving Committed Amount in substantially the form of
         Exhibit 2.1(g).

         2.2      Letter of Credit Subfacility.

                  (a) Issuance. Subject to the terms and conditions hereof and
         of the LOC Documents, if any, and any other terms and conditions
         which the Issuing Lender may reasonably require (so long as such
         terms and conditions do not impose any financial obligation on or
         require any Lien (not otherwise contemplated by this Credit
         Agreement) to be given by any Credit Party or conflict with any
         obligation of, or detract from any action which may be taken by, any
         Credit Party or its Subsidiaries under this Credit Agreement), the
         Issuing Lender shall from time to time upon request issue (from the
         Effective Date to the Revolving Loan Maturity Date and in a form
         reasonably acceptable to the Issuing Lender), in Dollars, and the LOC
         Participants shall participate in, Letters of Credit for the account
         of the Credit Parties or any of their Subsidiaries; provided,
         however, that (i) the aggregate amount of LOC Obligations shall not
         at any time exceed SIXTY FIVE MILLION 


                                      26
<PAGE>

         DOLLARS ($65,000,000), (ii) the sum of the aggregate amount of LOC
         Obligations outstanding plus Revolving Loans outstanding shall not
         exceed the Revolving Committed Amount and (iii) with respect to each
         individual LOC Participant, the LOC Participant's pro rata share of
         outstanding Revolving Loans plus its pro rata share of outstanding
         LOC Obligations shall not exceed such LOC Participant's Revolving
         Loan Commitment Percentage of the Revolving Committed Amount. The
         Issuing Lender may require the issuance and expiry date of each
         Letter of Credit to be a Business Day. Each Letter of Credit shall be
         either (x) a standby letter of credit issued to support the
         obligations (including pension or insurance obligations), contingent
         or otherwise, of a Credit Party or any of its Subsidiaries, or (y) a
         commercial letter of credit in respect of the purchase of goods or
         services by a Credit Party or any of its Subsidiaries in the ordinary
         course of business. Except as otherwise expressly agreed upon by all
         the LOC Participants, no Letter of Credit shall have an original
         expiry date more than one year from the date of issuance or shall
         have an expiry date beyond the Revolving Loan Maturity Date. Each
         Letter of Credit shall comply with the related LOC Documents. Each
         Letter of Credit shall be deemed to remain outstanding until it has
         expired or the original documents evidencing such Letter of Credit
         have been returned to the Issuing Lender.

                  (b) Notice and Reports. The request for the issuance of a
         Letter of Credit shall be submitted to the Issuing Lender at least
         three Business Days prior to the requested date of issuance. The
         Issuing Lender will, at least quarterly and more frequently upon
         request, provide to the Administrative Agent for dissemination to the
         Lenders a detailed report specifying the Letters of Credit which are
         then issued and outstanding and any activity with respect thereto
         which may have occurred since the date of the prior report, and
         including therein, among other things, the account party, the
         beneficiary, the face amount, and the expiry date as well as any
         payments or expirations which may have occurred. The Issuing Lender
         will further provide to the Administrative Agent, promptly upon
         request, copies of the Letters of Credit and the other LOC Documents.

                  (c)      Participations.

                           (i) Each LOC Participant acknowledges and confirms
                  that it has a Participation Interest in the liability of the
                  Issuing Lender under each Existing Letter of Credit in an
                  amount equal to its Revolving Loan Commitment Percentage of
                  such Existing Letters of Credit. The Credit Parties'
                  reimbursement obligations in respect of each Existing Letter
                  of Credit, and each LOC Participant's obligations in
                  connection therewith, shall be governed by the terms of this
                  Credit Agreement.

                           (ii) Each LOC Participant, upon issuance of a
                  Letter of Credit, shall be deemed to have purchased without
                  recourse a risk participation from the Issuing Lender in
                  such Letter of Credit and each LOC Document related thereto
                  and the rights and obligations arising thereunder and any
                  collateral relating thereto, in each case in an amount equal
                  to its Revolving Loan Commitment Percentage of the
                  obligations under such Letter of Credit, and shall
                  absolutely, unconditionally and irrevocably assume, as
                  primary obligor and not as surety, and be obligated to pay
                  to the Issuing Lender therefor and discharge when due, its
                  Revolving Loan Commitment Percentage of the obligations
                  arising under such Letter of Credit. Without limiting the
                  scope and nature of each LOC Participant's participation in
                  any Letter of Credit, to the extent that the Issuing Lender
                  has not been reimbursed as required hereunder or under any
                  such Letter of Credit, each such LOC Participant shall pay
                  to the Issuing Lender its Revolving Loan Commitment
                  Percentage of such unreimbursed drawing in same day funds on
                  the day of notification by the Issuing Lender of an
                  unreimbursed drawing pursuant to the provisions of
                  subsection (d) or (e) hereof. The obligation of each LOC
                  Participant to so reimburse the Issuing Lender shall be
                  absolute and unconditional and shall not be affected by the
                  occurrence of a Default, an Event of Default or any other
                  occurrence or event. Any such reimbursement shall not
                  relieve or otherwise impair the obligation of the Borrowers
                  to reimburse the Issuing Lender under any Letter of Credit,
                  together with interest as hereinafter provided.

                                      27
<PAGE>

                  (d) Reimbursement. In the event of any drawing under any
         Letter of Credit, the Issuing Lender will promptly notify the
         Borrowers. Unless the Borrowers shall promptly notify the Issuing
         Lender of its intent to otherwise reimburse the Issuing Lender, the
         Borrowers shall be deemed to have requested a Revolving Loan at a per
         annum rate equal to the rate for Base Rate Loans in the amount of the
         drawing, the proceeds of which will be used to satisfy the
         reimbursement obligations. The Borrowers shall reimburse the Issuing
         Lender on the day of drawing under any Letter of Credit either with
         the proceeds of such Revolving Loan obtained hereunder or otherwise
         in same day funds as provided herein or in the LOC Documents. If the
         Borrowers shall fail to reimburse the Issuing Lender as provided
         hereinabove, the unreimbursed amount of such drawing shall bear
         interest at a per annum rate equal to the rate for Base Rate Loans
         plus two percent (2%). The Borrowers' reimbursement obligations
         hereunder shall be absolute and unconditional under all circumstances
         irrespective of (but without waiver of) any rights of set-off,
         counterclaim or defense to payment the applicable account party or
         the Borrowers may claim or have against an Issuing Lender, the
         Administrative Agent, the Lenders, the beneficiary of the Letter of
         Credit drawn upon or any other Person, including without limitation,
         any defense based on any failure of the applicable account party or
         the Borrowers to receive consideration or the legality, validity,
         regularity or unenforceability of the Letter of Credit. The Issuing
         Lender will promptly notify the LOC Participants of the amount of any
         unreimbursed drawing and each LOC Participant shall promptly pay to
         the Issuing Lender, in Dollars and in immediately available funds,
         the amount of such LOC Participant's Revolving Loan Commitment
         Percentage of such unreimbursed drawing. Such payment shall be made
         on the day such notice is received by such Lender from the Issuing
         Lender if such notice is received at or before 2:00 p.m., otherwise
         such payment shall be made at or before 12:00 Noon on the Business
         Day next succeeding the day such notice is received. If such LOC
         Participant does not pay such amount to the Issuing Lender in full
         upon such request, such LOC Participant shall, on demand, pay to the
         Issuing Lender interest on the unpaid amount during the period from
         the date the LOC Participant received the notice regarding the
         unreimbursed drawing until such LOC Participant pays such amount to
         the Issuing Lender in full at a rate per annum equal to, if paid
         within two Business Days of the date of drawing, the Federal Funds
         Rate and thereafter at a rate equal to the Base Rate. Each LOC
         Participant's obligation to make such payment to the Issuing Lender,
         and the right of the Issuing Lender to receive the same, shall be
         absolute and unconditional, shall not be affected by any circumstance
         whatsoever and without regard to the termination of this Credit
         Agreement or the Commitments hereunder, the existence of a Default or
         Event of Default or the acceleration of the obligations hereunder and
         shall be made without any offset, abatement, withholding or reduction
         whatsoever. Simultaneously with the making of each such payment by a
         LOC Participant to the Issuing Lender, such LOC Participant shall,
         automatically and without any further action on the part of the
         Issuing Lender or such LOC Participant, acquire a participation in an
         amount equal to such payment (excluding the portion of such payment
         constituting interest owing to the Issuing Lender) in the related
         unreimbursed drawing portion of the LOC Obligation and in the
         interest thereon and in the related LOC Documents, and shall have a
         ratable interest in the Issuing Lender's claim against the Borrowers
         with respect thereto.

                                      28
<PAGE>

                  (e) Repayment with Revolving Loans. On any day on which the
         Borrowers shall have requested, or been deemed to have requested, a
         Revolving Loan borrowing to reimburse a drawing under a Letter of
         Credit (as set forth in clause (d) above), the Administrative Agent
         shall give notice to the applicable Lenders that a Revolving Loan has
         been requested or deemed requested in connection with a drawing under
         a Letter of Credit, in which case a Revolving Loan borrowing
         comprised solely of Base Rate Loans (each such borrowing, a
         "Mandatory Borrowing") shall be immediately made from all applicable
         Lenders (without giving effect to any termination of the Commitments
         pursuant to Section 9.2) pro rata based on each Lender's respective
         Revolving Loan Commitment Percentage and the proceeds thereof shall
         be paid directly to the Issuing Lender for application to the
         respective LOC Obligations. Each such Lender hereby irrevocably
         agrees to make such Revolving Loans immediately upon any such request
         or deemed request on account of each such Mandatory Borrowing in the
         amount and in the manner specified in the preceding sentence and on
         the same such date notwithstanding (i) the amount of Mandatory
         Borrowing may not comply with the minimum amount for borrowings of
         Revolving Loans otherwise required hereunder, (ii) whether any
         conditions specified in Section 5.2 are then satisfied, (iii) whether
         a Default or Event of Default then exists, (iv) failure of any such
         request or deemed request for Revolving Loans to be made by the time
         otherwise required hereunder, (v) the date of such Mandatory
         Borrowing, or (vi) any reduction in the Revolving Committed Amount or
         any termination of the Commitments. In the event that any Mandatory
         Borrowing cannot for any reason be made on the date otherwise
         required above (including, without limitation, as a result of the
         commencement of a proceeding under the Bankruptcy Code with respect
         to a Credit Party), then each such Lender hereby agrees that it shall
         forthwith fund (as of the date the Mandatory Borrowing would
         otherwise have occurred, but adjusted for any payments received from
         the Borrowers on or after such date and prior to such purchase) its
         Participation Interest in the outstanding LOC Obligations; provided,
         further, that in the event any Lender shall fail to fund its
         Participation Interest on the day the Mandatory Borrowing would
         otherwise have occurred, then the amount of such Lender's unfunded
         Participation Interest therein shall bear interest payable to the
         Issuing Lender upon demand, at the rate equal to, if paid within two
         Business Days of such date, the Federal Funds Rate, and thereafter at
         a rate equal to the Base Rate.

                  (f) Modification and Extension. The issuance of any
         supplement, modification, amendment, renewal, or extensions to any
         Letter of Credit shall, for purposes hereof, be treated in all
         respects the same as the issuance of a new Letter of Credit
         hereunder; provided that the fees to be paid pursuant to Section
         3.4(b)(i) shall only be due if the expiration date of such Letter of
         Credit is extended.

                                      29
<PAGE>
                  (g) Uniform Customs and Practices. The Issuing Lender may
         have the Letters of Credit be subject to The Uniform Customs and
         Practice for Documentary Credits, as published as of the date of
         issue by the International Chamber of Commerce (Publication No. 500
         or the most recent publication, the "UCP"), in which case the UCP may
         be incorporated therein and deemed in all respects to be a part
         thereof.

                  (h) Responsibility of Issuing Lender. It is expressly
         understood and agreed as between the Lenders that the obligations of
         the Issuing Lender hereunder to the LOC Participants are only those
         expressly set forth in this Credit Agreement and that the Issuing
         Lender shall be entitled to assume that the conditions precedent set
         forth in Section 5.2 have been satisfied unless it shall have
         acquired actual knowledge that any such condition precedent has not
         been satisfied; provided, however, that nothing set forth in this
         Section 2.2 shall be deemed to prejudice the right of any LOC
         Participant to recover from the Issuing Lender any amounts made
         available by such LOC Participant to the Issuing Lender pursuant to
         this Section 2.2 in the event that it is determined by a court of
         competent jurisdiction that the payment with respect to a Letter of
         Credit constituted gross negligence or willful misconduct on the part
         of the Issuing Lender.

                  (i) Conflict with LOC Documents. In the event of any
         conflict between this Credit Agreement and any LOC Document, this
         Credit Agreement shall govern.

                  (j)      Indemnification of Issuing Lender.

                           (i) In addition to its other obligations under this
                  Credit Agreement, the Credit Parties hereby agree to
                  protect, indemnify, pay and save the Issuing Lender harmless
                  from and against any and all claims, demands, liabilities,
                  damages, losses, costs, charges and expenses (including
                  reasonable attorneys' fees) that the Issuing Lender may
                  incur or be subject to as a consequence, direct or indirect,
                  of (A) the issuance of any Letter of Credit or (B) the
                  failure of the Issuing Lender to honor a drawing under a
                  Letter of Credit as a result of any act or omission, whether
                  rightful or wrongful, of any present or future de jure or de
                  facto Governmental Authority (all such acts or omissions,
                  herein called "Government Acts").

                           (ii) As between the Credit Parties and the Issuing
                  Lender, the Credit Parties shall assume all risks of the
                  acts, omissions or misuse of any Letter of Credit by the
                  beneficiary thereof. The Issuing Lender shall not be
                  responsible for: (A) the form, validity, sufficiency,
                  accuracy, genuineness or legal effect of any document
                  submitted by any Credit Party in connection with the
                  application for and issuance of any Letter of Credit, even
                  if it should in fact prove to be in any or all respects
                  invalid, insufficient, inaccurate, fraudulent or forged; (B)
                  the validity or sufficiency of any instrument transferring
                  or assigning or purporting to transfer or assign any Letter
                  of Credit or the rights or benefits thereunder or proceeds
                  thereof, in whole or in part, that may prove to be invalid
                  or ineffective for any reason; (C) failure of the
                  beneficiary of a Letter of Credit to comply fully with
                  conditions required in order to 

                                      30
<PAGE>

                  draw upon a Letter of Credit; (D) errors, omissions,
                  interruptions or delays in transmission or delivery of any
                  messages, by mail, cable, telegraph, telex or otherwise,
                  whether or not they be in cipher; (E) errors in
                  interpretation of technical terms; (F) any loss or delay in
                  the transmission or otherwise of any document required to be
                  delivered to the Issuing Lender in order to make a drawing
                  under a Letter of Credit or of the proceeds thereof; and (G)
                  any consequences arising from causes beyond the control of
                  the Issuing Lender, including, without limitation, any
                  Government Acts. None of the above shall affect, impair, or
                  prevent the vesting of the Issuing Lender's rights or powers
                  hereunder.

                           (iii) In furtherance and extension and not in
                  limitation of the specific provisions hereinabove set forth,
                  any action taken or omitted by the Issuing Lender, under or
                  in connection with any Letter of Credit or the related
                  certificates, if taken or omitted in good faith, shall not
                  put the Issuing Lender under any resulting liability to the
                  Credit Parties. It is the intention of the parties that this
                  Credit Agreement shall be construed and applied to protect
                  and indemnify the Issuing Lender against any and all risks
                  involved in the issuance of the Letters of Credit, all of
                  which risks are hereby assumed by the Credit Parties,
                  including, without limitation, any and all risks of the acts
                  or omissions, whether rightful or wrongful, of any present
                  or future Government Acts. The Issuing Lender shall not, in
                  any way, be liable for any failure by the Issuing Lender or
                  anyone else to pay any drawing under any Letter of Credit as
                  a result of any Government Acts or any other cause beyond
                  the control of the Issuing Lender.

                           (iv) Nothing in this subsection (j) is intended to
                  limit the reimbursement obligation of the Credit Parties
                  contained in this Section 2.2. The obligations of the Credit
                  Parties under this subsection (j) shall survive the
                  termination of this Credit Agreement. No act or omission of
                  any current or prior beneficiary of a Letter of Credit shall
                  in any way affect or impair the rights of the Issuing Lender
                  to enforce any right, power or benefit under this Credit
                  Agreement.

                           (v) Notwithstanding anything to the contrary
                  contained in this subsection (j), the Credit Parties shall
                  have no obligation to indemnify the Issuing Lender in
                  respect of any liability incurred by the Issuing Lender
                  arising solely out of the gross negligence or willful
                  misconduct of the Issuing Lender. Nothing in this Agreement
                  shall relieve the Issuing Lender of any liability to the
                  Credit Parties in respect of any action taken by the Issuing
                  Lender which action constitutes gross negligence or willful
                  misconduct of the Issuing Lender or a violation of the UCP
                  or Uniform Commercial Code (as applicable).

         2.3      Joint and Several Liability of the Borrowers.

                  (a) Each of the Borrowers is accepting joint and several
         liability hereunder in consideration of the financial accommodation
         to be provided by the Lenders under this Credit Agreement, for the
         mutual benefit, directly and indirectly, of each of the Borrowers and
         in consideration of the undertakings of each of the Borrowers to
         accept joint and several liability for the obligations of each of
         them.
                                      31
<PAGE>
                  (b) Each of the Borrowers jointly and severally hereby
         irrevocably and unconditionally accepts, not merely as a surety but
         also as a co-debtor, joint and several liability with the other
         Borrowers with respect to the payment and performance of all of the
         Obligations arising under this Credit Agreement and the other Credit
         Documents, it being the intention of the parties hereto that all the
         Obligations shall be the joint and several obligations of each of the
         Borrowers without preferences or distinction among them.

                  (c) If and to the extent that any of the Borrowers shall
         fail to make any payment with respect to any of the obligations
         hereunder as and when due or to perform any of such obligations in
         accordance with the terms thereof, then in each such event, the other
         Borrowers will make such payment with respect to, or perform, such
         obligation.

                  (d) The obligations of each Borrower under the provisions of
         this Section 2.3 constitute full recourse obligations of such
         Borrower, enforceable against it to the full extent of its properties
         and assets.

                  (e) Except as otherwise expressly provided herein, to the
         extent permitted by law, each Borrower hereby waives notice of
         acceptance of its joint and several liability, notice of occurrence
         of any Default or Event of Default (except to the extent notice is
         expressly required to be given pursuant to the terms of this Credit
         Agreement), or of any demand for any payment under this Credit
         Agreement, notice of any action at any time taken or omitted by the
         Administrative Agent or the Lenders under or in respect of any of the
         Obligations hereunder, any requirement of diligence and, generally,
         all demands, notices and other formalities of every kind in
         connection with this Credit Agreement. Each Borrower hereby assents
         to, and waives notice of, any extension or postponement of the time
         for the payment of any of the Obligations hereunder, the acceptance
         of any partial payment thereon, any waiver, consent or other action
         or acquiescence by the Administrative Agent or the Lenders at any
         time or times in respect of any default by any Borrower in the
         performance or satisfaction of any term, covenant, condition or
         provision of this Credit Agreement, any and all other indulgences
         whatsoever by the Administrative Agent or the Lenders in respect of
         any of the Obligations hereunder, and the taking, addition,
         substitution or release, in whole or in part, at any time or times,
         of any security for any of such Obligations or the addition,
         substitution or release, in whole or in part, of any Borrower.
         Without limiting the generality of the foregoing, each Borrower
         assents to any other action or delay in acting or any failure to act
         on the part of the Administrative Agent or the Lenders, including,
         without limitation, any failure strictly or diligently to assert any
         right or to pursue any remedy or to comply fully with applicable laws
         or regulations thereunder which might, but for the provisions of this
         Section 2.3, afford grounds for terminating, discharging or relieving
         such Borrower, in whole or in part, from any of its obligations under
         this Section 2.3, it being the intention of each Borrower that, so
         long as any of the Obligations hereunder remain unsatisfied, the
         obligations of such Borrower under this Section 2.3 shall not be
         discharged except by performance and then only to the extent of such
         performance. The obligations of each Borrower under this Section 2.3
         shall not be diminished or rendered unenforceable by any winding up,
         reorganization, arrangement, liquidation, reconstruction or similar
         proceeding with respect to any reconstruction or similar proceeding
         with respect to any Borrower or a Lender. The joint and several
         liability of the Borrowers hereunder shall continue in full force and
         effect notwithstanding any absorption, merger, amalgamation or any
         other change whatsoever in the name, membership, constitution or
         place of formation of any Borrower or any of the Lenders.

                                      32
<PAGE>
                  (f) The provisions of this Section 2.3 are made for the
         benefit of the Lenders and their successors and assigns, and may be
         enforced by them from time to time against any of the Borrowers as
         often as occasion therefor may arise and without requirement on the
         part of the Lenders first to marshall any of its claims or to
         exercise any of its rights against the other Borrower or to exhaust
         any remedies available to it against the other Borrower or to resort
         to any other source or means of obtaining payment of any of the
         Obligations hereunder or to elect any other remedy. The provisions of
         this Section 2.3 shall remain in effect until all the Obligations
         hereunder shall have been paid in full or otherwise fully satisfied.
         If at any time, any payment, or any part thereof, made in respect of
         any of the Obligations, is rescinded or must otherwise be restored or
         returned by the Lenders upon the insolvency, bankruptcy or
         reorganization of any of the Borrowers, or otherwise, the provisions
         of this Section 2.3 will forthwith be reinstated and in effect as
         though such payment had not been made.

                  (g) Notwithstanding any provision to the contrary contained
         herein or in any of the other Credit Documents, to the extent the
         obligations of any Borrower shall be adjudicated to be invalid or
         unenforceable for any reason (including, without limitation, because
         of any applicable state or federal law relating to fraudulent
         conveyances or transfers) then the obligations of such Borrower
         hereunder shall be limited to the maximum amount that is permissible
         under applicable law (whether federal or state and including, without
         limitation, the Bankruptcy Code).

         2.4      Appointment of BOP.

         BRT hereby appoints BOP to act as its agent for all purposes under
this Credit Agreement (including, without limitation, with respect to all
matters related to the borrowing and repayment of Loans) and agrees that (i)
BOP may execute such documents on behalf of BRT as BOP deems appropriate in
its sole discretion and BRT shall be obligated by all of the terms of any such
document executed on its behalf, (ii) any notice or communication delivered by
the Administrative Agent or the Lender to BOP shall be deemed delivered to BRT
and (iii) the Administrative Agent or the Lender may accept, and be permitted
to rely on, any document, instrument or agreement executed by BOP on behalf of
BRT.

         2.5      Non-Recourse.

         Notwithstanding anything herein to the contrary, no recourse shall be
had against Brandywine Realty Services Partnership or any past, present or
future shareholder, officer, director or trustee of BRT for any obligation of
the Credit Parties under the Credit Documents, or for any claim based thereon
or otherwise in respect thereof; provided, however, that this Section 2.5
shall not restrict or limit any claim against any such Person arising out of
or occurring with respect to fraud or any intentional misrepresentation or any
act or omission that is willful or wanton or constitutes gross negligence or
willful misconduct.


                                      33
<PAGE>

                                   SECTION 3

         GENERAL PROVISIONS APPLICABLE TO LOANS AND LETTERS OF CREDIT
         ------------------------------------------------------------

         3.1      Interest.

                  (a) Interest Rate. All Base Rate Loans shall accrue interest
         at the Adjusted Base Rate. All Eurodollar Loans shall accrue interest
         at the Adjusted Eurodollar Rate.

                  (b) Default Rate of Interest. Upon the occurrence, and
         during the continuance, of an Event of Default, the principal of and,
         to the extent permitted by law, interest on the Loans and any other
         amounts owing hereunder or under the other Credit Documents
         (including without limitation fees and expenses) shall bear interest,
         payable on demand, at a per annum rate equal to four percent (4%)
         plus the rate which would otherwise be applicable (or if no rate is
         applicable, then the rate for Base Rate Loans plus four percent (4%)
         per annum); provided that unless the Loans have been accelerated,
         interest, including the default rate of interest, shall only be due
         and payable on the Interest Payment Dates.

                  (c) Interest Payments. Interest on Loans shall be due and
         payable in arrears on each Interest Payment Date. If an Interest
         Payment Date falls on a date which is not a Business Day, such
         Interest Payment Date shall be deemed to be the succeeding Business
         Day, except that in the case of Eurodollar Loans where the succeeding
         Business Day falls in the succeeding calendar month, then on the
         preceding Business Day.

         3.2      Place and Manner of Payments.

         All payments of principal, interest, fees, expenses and other amounts
to be made by a Borrower under this Agreement shall be received not later than
2:00 p.m. on the date when due, in Dollars and in immediately available funds,
by the Administrative Agent at its offices in Charlotte, North Carolina or the
Issuing Lender at its applicable address. Payments received after such time
shall be deemed to have been received on the next Business Day. The Borrowers
shall, at the time it makes any payment under this Agreement, specify to the
Administrative Agent or Issuing Lender, as applicable, the Loans, Letters of
Credit, fees or other amounts payable by the Borrowers hereunder to which such
payment is to be applied (and in the event that it fails to specify, or if
such application would be inconsistent with the terms hereof, the
Administrative Agent shall, subject to Section 3.7, distribute such payment to
the Lenders in such manner as the Administrative Agent may deem appropriate).
The Administrative Agent will distribute any such payment to the Lenders on
the day received if such payment is received prior to 2:00 p.m.; otherwise the
Administrative Agent will distribute such payment to the Lenders on the next
succeeding Business Day. Whenever any payment hereunder shall be stated to be
due on a day which is not a Business Day, the due date thereof shall be
extended to the next succeeding Business Day (subject to accrual of interest
and fees for the period of such extension), except that in the case of
Eurodollar Loans, if the extension would cause the payment to be made in the
next following calendar month, then such payment shall instead be made on the
next preceding Business Day.

                                      34
<PAGE>

         3.3      Prepayments.

                  (a) Voluntary Prepayments. The Borrowers shall have the
         right to prepay Loans in whole or in part from time to time without
         premium or penalty; provided, however, that (i) Eurodollar Loans may
         only be prepaid on three Business Days' prior written notice to the
         Administrative Agent and any prepayment of Eurodollar Loans will be
         subject to Section 3.14 and (ii) each such partial prepayment of
         Loans shall be in the minimum principal amount of $1,000,000 and
         integral multiples of $100,000 in excess thereof.

                  (b) Mandatory Prepayments.
                    
                                 (i) Revolving Committed Amount. If at any
                  time (other than if consented to in writing by the Lenders)
                  the aggregate amount of Revolving Loans outstanding plus LOC
                  Obligations outstanding exceeds the Revolving Committed
                  Amount, the Borrowers shall promptly forward to the
                  Administrative Agent an amount such that the amount of
                  Revolving Loans outstanding plus LOC Obligations outstanding
                  does not exceed the Revolving Committed Amount (to be
                  applied as set forth in Section 3.3(c) below).

                                (ii) Equity Offerings. Upon receipt by a
                  Borrower or any of its Subsidiaries of the proceeds from an
                  Equity Issuance, the Borrowers shall immediately forward
                  100% of the Net Cash Proceeds (if any) to the Administrative
                  Agent as a prepayment of the Loans (to be applied as set
                  forth in Section 3.3(c) below).

                  (c) Application of Prepayments. All amounts required to be
         paid pursuant to this Section 3.3 shall be applied first to Base Rate
         Loans and then to Eurodollar Loans in direct order of Interest Period
         maturities. All prepayments hereunder shall be subject to Section
         3.14; provided that prepayments required to be made pursuant to
         Section 3.3(b)(ii) that repay a Eurodollar Loan within 30 days of the
         last day of its Interest Period shall not be subject to Section 3.14.



                                      35
<PAGE>

         3.4      Fees.

                  (a) Unused Fees. In consideration of the Revolving Committed
         Amount being made available by the Lenders hereunder, the Borrowers
         agree to pay to the Administrative Agent, for the pro rata benefit of
         each Lender (based on each Lender's Revolving Loan Commitment
         Percentage of the Revolving Committed Amount and based on the number
         of days that each Lender was a Lender during the prior fiscal
         quarter), a fee equal to (i) if the average Unused Commitment during
         the prior fiscal quarter (or during such applicable portion of the
         prior fiscal quarter if a Lender was not a Lender during the entire
         fiscal quarter) is less than 50% of the Revolving Committed Amount,
         .15% per annum on the Unused Commitment and (ii) if the average
         Unused Commitment during the prior fiscal quarter (or during such
         applicable portion of the prior fiscal quarter if a Lender was not a
         Lender during the entire fiscal quarter) is equal to or greater than
         50% of the Revolving Committed Amount, .20% per annum on the Unused
         Commitment (the "Unused Fees"). The accrued Unused Fees shall
         commence to accrue on the Effective Date and shall be due and payable
         in arrears on the first day of each fiscal quarter of the Borrowers
         (as well as on the Revolving Loan Maturity Date and on any date that
         the Revolving Committed Amount is reduced) for the immediately
         preceding fiscal quarter (or portion thereof), beginning with the
         first of such dates to occur after the Effective Date.

                  (b)      Letter of Credit Fees.

                           (i) Letter of Credit Fees. In consideration of the
                  issuance of Letters of Credit hereunder, the Borrowers agree
                  to pay to the Issuing Lender, for the pro rata benefit of
                  the applicable Lenders (based on each Lender's Revolving
                  Loan Commitment Percentage of the Revolving Committed
                  Amount), a per annum fee (the "Letter of Credit Fees") equal
                  to 1.125% on the average daily maximum amount available to
                  be drawn under each such Letter of Credit from the date of
                  issuance to the date of expiration. The Letter of Credit
                  Fees will be payable in full on the date of issuance of the
                  Letter of Credit.

                           (ii) Issuing Lender Fees. In addition to the Letter
                  of Credit Fees payable pursuant to subsection (i) above, the
                  Borrowers shall pay to the Issuing Lender for its own
                  account, without sharing by the other Lenders, (A) a fee
                  equal to .125% per annum on the total sum of the undrawn
                  amounts of all Letters of Credit issued by the Issuing
                  Lender, such fee to be paid in full on the date of issuance
                  of the Letter of Credit and (B) the customary charges from
                  time to time to the Issuing Lender for its services in
                  connection with the issuance, amendment, payment, transfer,
                  administration, cancellation and conversion of, and drawings
                  under, Letters of Credit (collectively, the "Issuing Lender
                  Fees").

                  (c) Administrative Fees. The Borrowers agree to pay to the
         Administrative Agent, for its own account, an annual fee as agreed to
         between the Borrowers and the Administrative Agent in the Fee Letter.


                                      36
<PAGE>

                  (d) Additional Fees. If on March 31, 1999, the Leverage
         Ratio is greater than .55 to 1.0, the Borrowers shall pay to the
         Administrative Agent, for the pro rata benefit of the Lenders, a fee
         equal to .25% of the then Revolving Committed Amount.

         3.5      Payment in full at Maturity; Extension of Maturity.

                  (a) On the Revolving Loan Maturity Date, the entire
         outstanding principal balance of all Revolving Loans and all LOC
         Obligations, together with accrued but unpaid interest and all other
         sums owing with respect thereto, shall be due and payable in full,
         unless accelerated sooner pursuant to Section 9.2.

                  (b) If on the Initial Revolving Loan Maturity Date (i) no
         Default or Event of Default exists and is continuing and (ii) the
         Borrowers pay to the Administrative Agent, for the pro rata benefit
         of the Lenders, an extension fee equal to .20% of the then Revolving
         Committed Amount, the Borrowers may elect to extend the Revolving
         Loan Maturity Date to September 30, 2002. The Borrowers shall give
         written notice to the Administrative Agent of its desire to effect
         such election at least 30 days, but no more than 90 days, prior to
         the Initial Revolving Loan Maturity Date.

         3.6      Computations of Interest and Fees.

                  (a) Except for Base Rate Loans which shall be calculated on
         the basis of a 365 or 366 day year as the case may be, all
         computations of interest and fees hereunder shall be made on the
         basis of the actual number of days elapsed over a year of 360 days.
         Interest shall accrue from and include the date of borrowing (or
         continuation or conversion) but exclude the date of payment.

                  (b) It is the intent of the Lenders and the Credit Parties
         to conform to and contract in strict compliance with applicable usury
         law from time to time in effect. All agreements between the Lenders
         and the Credit Parties are hereby limited by the provisions of this
         paragraph which shall override and control all such agreements,
         whether now existing or hereafter arising and whether written or
         oral. In no way, nor in any event or contingency (including but not
         limited to prepayment or acceleration of the maturity of any
         obligation), shall the interest taken, reserved, contracted for,
         charged, or received under this Credit Agreement, under the Notes or
         otherwise, exceed the maximum nonusurious amount permissible under
         applicable law. If, from any possible construction of any of the
         Credit Documents or any other document, interest would otherwise be
         payable in excess of the maximum nonusurious amount, any such
         construction shall be subject to the provisions of this paragraph and
         such interest shall be automatically reduced to the maximum
         nonusurious amount permitted under applicable law, without the
         necessity of execution of any amendment or new document. If any
         Lender shall ever receive anything of value which is characterized as
         interest on the Loans under applicable law and which would, apart
         from this provision, be in excess of the maximum lawful amount, an
         amount equal to the amount which would have been excessive interest
         shall, without penalty, be applied to the reduction of the principal
         amount owing on the Loans and not to the payment of interest, or
         refunded to the Credit Parties or the other payor thereof if and to
         the extent such amount which would have been excessive exceeds such
         unpaid principal amount of the Loans. The right to 


                                      37
<PAGE>

         demand payment of the Loans or any other indebtedness evidenced by
         any of the Credit Documents does not include the right to receive any
         interest which has not otherwise accrued on the date of such demand,
         and the Lenders do not intend to charge or receive any unearned
         interest in the event of such demand. All interest paid or agreed to
         be paid to the Lenders with respect to the Loans shall, to the extent
         permitted by applicable law, be amortized, prorated, allocated, and
         spread throughout the full stated term (including any renewal or
         extension) of the Loans so that the amount of interest on account of
         such indebtedness does not exceed the maximum nonusurious amount
         permitted by applicable law.

         3.7      Pro Rata Treatment.

         Except to the extent otherwise provided herein:

                  (a) Loans. Each Revolving Loan borrowing, each payment or
         prepayment of principal of any Loan, each payment of fees (other than
         the Administrative Fees, the Issuing Lender Fees and, as set forth in
         Section 3.4(a), the Unused Fees), each reduction of the Revolving
         Committed Amount, and each conversion or continuation of any Loan,
         shall (except as otherwise provided in Section 3.11) be allocated pro
         rata among the Lenders in accordance with the respective Revolving
         Loan Commitment Percentages of such Lenders (or, if the Commitments
         of such Lenders have expired or been terminated, in accordance with
         the respective principal amounts of the outstanding Loans and
         Participation Interests of such Lenders); provided that, if any
         Lender shall have failed to pay its applicable pro rata share of any
         Revolving Loan, then any amount to which such Lender would otherwise
         be entitled pursuant to this Section 3.7 shall instead be payable to
         the Administrative Agent until the share of such Loan not funded by
         such Lender has been repaid; provided further, that in the event any
         amount paid to any Lender pursuant to this Section 3.7 is rescinded
         or must otherwise be returned by the Administrative Agent, each
         Lender shall, upon the request of the Administrative Agent, repay to
         the Administrative Agent the amount so paid to such Lender, with
         interest for the period commencing on the date such payment is
         returned by the Administrative Agent until the date the
         Administrative Agent receives such repayment at a rate per annum
         equal to, during the period to but excluding the date two Business
         Days after such request, the Federal Funds Rate, and thereafter, at
         the Base Rate plus two percent (2%) per annum.

                  (b) Letters of Credit. Each payment of unreimbursed drawings
         in respect of LOC Obligations shall be allocated to each LOC
         Participant pro rata in accordance with its Revolving Loan Commitment
         Percentage; provided that, if any LOC Participant shall have failed
         to pay its applicable pro rata share of any drawing under any Letter
         of Credit, then any amount to which such LOC Participant would
         otherwise be entitled pursuant to this subsection (b) shall instead
         be payable to the Issuing Lender until the share of such unreimbursed
         drawing not funded by such Lender has been repaid; provided further,
         that in the event any amount paid to any LOC Participant pursuant to
         this subsection (b) is rescinded or must otherwise be returned by the
         Issuing Lender, each LOC Participant shall, upon the request of the
         Issuing Lender, repay to the Administrative Agent for the account of
         the Issuing Lender the amount so paid to such LOC Participant, with
         interest for the period commencing on the date such payment is
         returned by the Issuing Lender 


                                      38
<PAGE>



         until the date the Issuing Lender receives such repayment at a rate
         per annum equal to, during the period to but excluding the date two
         Business Days after such request, the Federal Funds Rate, and
         thereafter, the Base Rate plus two percent (2%) per annum.

         3.8      Sharing of Payments.

         The Lenders agree among themselves that, except to the extent
otherwise provided herein, in the event that any Lender shall obtain payment
in respect of any Loan or any other obligation owing to such Lender under this
Credit Agreement through the exercise of a right of setoff, banker's lien or
counterclaim, or pursuant to a secured claim under Section 506 of the
Bankruptcy Code or other security or interest arising from, or in lieu of,
such secured claim, received by such Lender under any applicable bankruptcy,
insolvency or other similar law or otherwise, or by any other means, in excess
of its pro rata share of such payment as provided for in this Credit
Agreement, such Lender shall promptly pay in cash or purchase from the other
Lenders a participation in such Loans and other obligations in such amounts,
and make such other adjustments from time to time, as shall be equitable to
the end that all Lenders share such payment in accordance with their
respective ratable shares as provided for in this Credit Agreement. The
Lenders further agree among themselves that if payment to a Lender obtained by
such Lender through the exercise of a right of setoff, banker's lien,
counterclaim or other event as aforesaid shall be rescinded or must otherwise
be restored, each Lender which shall have shared the benefit of such payment
shall, by payment in cash or a repurchase of a participation theretofore sold,
return its share of that benefit (together with its share of any accrued
interest payable with respect thereto) to each Lender whose payment shall have
been rescinded or otherwise restored. The Credit Parties agree that any Lender
so purchasing such a participation may, to the fullest extent permitted by
law, exercise all rights of payment, including setoff, banker's lien or
counterclaim, with respect to such participation as fully as if such Lender
were a holder of such Loan or other obligation in the amount of such
participation. Except as otherwise expressly provided in this Credit
Agreement, if any Lender shall fail to remit to the Administrative Agent or
any other Lender an amount payable by such Lender to the Administrative Agent
or such other Lender pursuant to this Credit Agreement on the date when such
amount is due, such payments shall be made together with interest thereon for
each date from the date such amount is due until the date such amount is paid
to the Administrative Agent or such other Lender at a rate per annum equal to
the Federal Funds Rate. If under any applicable bankruptcy, insolvency or
other similar law, any Lender receives a secured claim in lieu of a setoff to
which this Section 3.8 applies, such Lender shall, to the extent practicable,
exercise its rights in respect of such secured claim in a manner consistent
with the rights of the Lenders under this Section 3.8 to share in the benefits
of any recovery on such secured claim.

         3.9      Capital Adequacy.

         If, after the date hereof, any Lender has determined that the
adoption or the becoming effective of, or any change in, or any change by any
Governmental Authority, central bank or comparable agency charged with the
interpretation or administration thereof in the interpretation or
administration of, any applicable law, rule or regulation regarding capital
adequacy, or compliance by such Lender, or its parent corporation, with any
request or directive regarding capital adequacy (whether or not having the
force of law) of any such authority, central bank or comparable agency, has or
would have the effect of reducing the rate of return on such Lender's (or
parent corporation's) capital or assets as a consequence of its commitments or
obligations hereunder to a level below that 

                                      39
<PAGE>


which such Lender, or its parent corporation, could have achieved but for such
adoption, effectiveness, change or compliance (taking into consideration such
Lender's (or parent corporation's) policies with respect to capital adequacy),
then, upon notice from such Lender to the Borrowers and the Administrative
Agent, the Borrowers shall be obligated to pay to such Lender such additional
amount or amounts as will compensate such Lender on an after-tax basis (after
taking into account applicable deductions and credits in respect of the amount
indemnified) for such reduction. Each determination by any such Lender of
amounts owing under this Section shall, absent manifest error, be conclusive
and binding on the parties hereto. This covenant shall survive the termination
of this Credit Agreement and the payment of the Loans and all other amounts
payable hereunder.

         3.10     Inability To Determine Interest Rate.

         If prior to the first day of any Interest Period, the Administrative
Agent shall have determined in good faith (which determination shall be
conclusive and binding upon the Borrowers) that, by reason of circumstances
affecting the relevant market, adequate and reasonable means do not exist for
ascertaining the Adjusted Eurodollar Rate for such Interest Period, the
Administrative Agent shall give telecopy or telephonic notice thereof to the
Borrowers and the Lenders as soon as practicable thereafter, and will also
give prompt written notice to the Borrowers when such conditions no longer
exist. If such notice is given (a) any Eurodollar Loans requested to be made
on the first day of such Interest Period shall be made as Base Rate Loans and
(b) any Loans that were to have been converted on the first day of such
Interest Period to or continued as Eurodollar Loans shall be converted to or
continued as Base Rate Loans. Until such notice has been withdrawn by the
Administrative Agent, no further Eurodollar Loans shall be made or continued
as such, nor shall the Borrowers have the right to convert Base Rate Loans to
Eurodollar Loans.

         3.11     Illegality.

         Notwithstanding any other provision herein, if the adoption of or any
change in any Requirement of Law or in the interpretation or application
thereof occurring after the Closing Date shall make it unlawful for any Lender
to make or maintain Eurodollar Loans as contemplated by this Credit Agreement,
(a) such Lender shall promptly give written notice of such circumstances to
the Borrowers and the Administrative Agent (which notice shall be promptly
withdrawn whenever such circumstances no longer exist), (b) the commitment of
such Lender hereunder to make Eurodollar Loans, continue Eurodollar Loans as
such and convert a Base Rate Loan to Eurodollar Loans shall forthwith be
cancelled and, until such time as it shall no longer be unlawful for such
Lender to make or maintain Eurodollar Loans, such Lender shall then have a
commitment only to make a Base Rate Loan when a Eurodollar Loan is requested
and (c) such Lender's Loans then outstanding as Eurodollar Loans, if any,
shall be converted automatically to Base Rate Loans on the respective last
days of the then current Interest Periods with respect to such Loans or within
such earlier period as required by law. If any such conversion of a Eurodollar
Loan occurs on a day which is not the last day of the then current Interest
Period with respect thereto, the Borrowers shall pay to such Lender such
amounts, if any, as may be required pursuant to Section 3.14; provided that no
such payments shall be required if the conversion of a Eurodollar Loan occurs
within 30 days of the last day of the Interest Period of such Eurodollar Loan.

                                      40
<PAGE>

         3.12     Requirements of Law.

         If the adoption of or any change in any Requirement of Law or in the
interpretation or application thereof applicable to any Lender, or compliance
by any Lender with any request or directive (whether or not having the force
of law) from any central bank or other Governmental Authority, in each case
made subsequent to the Closing Date (or, if later, the date on which such
Lender becomes a Lender):

                  (a) shall subject such Lender to any tax of any kind
         whatsoever with respect to any Letter of Credit, any Eurodollar Loans
         made by it or its obligation to make Eurodollar Loans, or change the
         basis of taxation of payments to such Lender in respect thereof
         (except for Non-Excluded Taxes covered by Section 3.13 (including
         Non-Excluded Taxes imposed solely by reason of any failure of such
         Lender to comply with its obligations under Section 3.13(b)) and
         changes in taxes measured by or imposed upon the overall net income,
         or franchise tax (imposed in lieu of such net income tax), of such
         Lender or its applicable lending office, branch, or any affiliate
         thereof);

                  (b) shall impose, modify or hold applicable any reserve,
         special deposit, compulsory loan or similar requirement against
         assets held by, deposits or other liabilities in or for the account
         of, advances, loans or other extensions of credit by, or any other
         acquisition of funds by, any office of such Lender which is not
         otherwise included in the determination of the Adjusted Eurodollar
         Rate hereunder; or

                  (c) shall impose on such Lender any other condition
         (excluding any tax of any kind whatsoever);

and the result of any of the foregoing is to increase the cost to such Lender,
by an amount which such Lender deems to be material, of making, converting
into, continuing or maintaining Eurodollar Loans or issuing or participating
in Letters of Credit or to reduce any amount receivable hereunder in respect
thereof, then, in any such case, upon notice to the Borrowers from such
Lender, through the Administrative Agent, in accordance herewith, the
Borrowers shall be obligated to promptly pay such Lender, upon its demand, any
additional amounts necessary to compensate such Lender on an after-tax basis
(after taking into account applicable deductions and credits in respect of the
amount indemnified) for such increased cost or reduced amount receivable,
provided that, in any such case, the Borrowers may elect to convert the
Eurodollar Loans made by such Lender hereunder to Base Rate Loans by giving
the Administrative Agent at least one Business Day's notice of such election,
in which case the Borrowers shall promptly pay to such Lender, upon demand,
without duplication, such amounts, if any, as may be required pursuant to
Section 3.14. If any Lender becomes entitled to claim any additional amounts
pursuant to this Section 3.12, it shall provide prompt notice thereof to the
Borrowers, through the Administrative Agent, certifying (x) that one of the
events described in this Section 3.12 has occurred and describing in
reasonable detail the nature of such event, (y) as to the increased cost or
reduced amount resulting from such event and (z) as to the additional amount
demanded by such Lender and a reasonably detailed explanation of the
calculation thereof. Such a certificate as to any additional amounts payable
pursuant to this Section 3.12 submitted by such Lender, through the
Administrative Agent, to the Borrowers shall be conclusive and binding on the
parties hereto in the absence of manifest error. This covenant shall survive
the termination of this Credit Agreement and the payment of the Loans and all
other amounts payable hereunder.

                                      41
<PAGE>

         3.13     Taxes.

                  (a) Except as provided below in this Section 3.13, all
         payments made by the Borrowers under this Credit Agreement and any
         Notes shall be made free and clear of, and without deduction or
         withholding for or on account of, any present or future income, stamp
         or other taxes, levies, imposts, duties, charges, fees, deductions or
         withholdings, now or hereafter imposed, levied, collected, withheld
         or assessed by any court, or governmental body, agency or other
         official, excluding taxes measured by or imposed upon the overall net
         income of any Lender or its applicable lending office, or any branch
         or affiliate thereof, and all franchise taxes, branch taxes, taxes on
         doing business or taxes on the overall capital or net worth of any
         Lender or its applicable lending office, or any branch or affiliate
         thereof, in each case imposed in lieu of net income taxes: (i) by the
         jurisdiction under the laws of which such Lender, applicable lending
         office, branch or affiliate is organized or is located, or in which
         its principal executive office is located, or any nation within which
         such jurisdiction is located or any political subdivision thereof; or
         (ii) by reason of any connection between the jurisdiction imposing
         such tax and such Lender, applicable lending office, branch or
         affiliate other than a connection arising solely from such Lender
         having executed, delivered or performed its obligations, or received
         payment under or enforced, this Credit Agreement or any Notes. If any
         such non-excluded taxes, levies, imposts, duties, charges, fees,
         deductions or withholdings ("Non-Excluded Taxes") are required to be
         withheld from any amounts payable to the Administrative Agent or any
         Lender hereunder or under any Notes, (A) the amounts so payable to
         the Administrative Agent or such Lender shall be increased to the
         extent necessary to yield to the Administrative Agent or such Lender
         (after payment of all Non-Excluded Taxes) interest on any such other
         amounts payable hereunder at the rates or in the amounts specified in
         this Credit Agreement and any Notes, provided, however, that the
         Borrowers shall be entitled to deduct and withhold any Non-Excluded
         Taxes and shall not be required to increase any such amounts payable
         to any Lender that is not organized under the laws of the United
         States of America or a state thereof if such Lender fails to comply
         with the requirements of paragraph (b) of this Section 3.13 whenever
         any Non-Excluded Taxes are payable by the Borrowers, and (B) as
         promptly as possible after requested the Borrowers shall send to the
         Administrative Agent for its own account or for the account of such
         Lender, as the case may be, a certified copy of an original official
         receipt received by the Borrowers showing payment thereof. If the
         Borrowers fail to pay any Non-Excluded Taxes when due to the
         appropriate taxing authority or fails to remit to the Administrative
         Agent the required receipts or other required documentary evidence,
         the Borrowers shall indemnify the Administrative Agent and any Lender
         for any incremental taxes, interest or penalties that may become
         payable by the Administrative Agent or any Lender as a result of any
         such failure. The agreements in this subsection shall survive the
         termination of this Credit Agreement and the payment of the Loans and
         all other amounts payable hereunder.

                  (b) Each Lender that is not incorporated under the laws of
         the United States of America or a state thereof shall:

                            (i) (A) on or before the date of any payment by
                  the Borrowers under this Credit Agreement or Notes to such
                  Lender, deliver to the Borrowers and the 

                                      42
<PAGE>

                  Administrative Agent (x) two duly completed copies of United
                  States Internal Revenue Service Form 1001 or 4224, or
                  successor applicable form, as the case may be, certifying
                  that it is entitled to receive payments under this Credit
                  Agreement and any Notes without deduction or withholding of
                  any United States federal income taxes and (y) an Internal
                  Revenue Service Form W-8 or W-9, or successor applicable
                  form, as the case may be, certifying that it is entitled to
                  an exemption from United States backup withholding tax;

                                    (B) deliver to the Borrowers and the
                  Administrative Agent two further copies of any such form or
                  certification on or before the date that any such form or
                  certification expires or becomes obsolete and after the
                  occurrence of any event requiring a change in the most
                  recent form previously delivered by it to the Borrowers; and

                                    (C) obtain such extensions of time for
                  filing and complete such forms or certifications as may
                  reasonably be requested by the Borrowers or the
                  Administrative Agent; or

                                (ii) in the case of any such Lender that is
                  not a "bank" within the meaning of Section 881(c)(3)(A) of
                  the Internal Revenue Code, (A) represent to the Borrowers
                  (for the benefit of the Borrowers and the Administrative
                  Agent) that it is not a bank within the meaning of Section
                  881(c)(3)(A) of the Internal Revenue Code, (B) agree to
                  furnish to the Borrowers, on or before the date of any
                  payment by the Borrowers, with a copy to the Administrative
                  Agent, two accurate and complete original signed copies of
                  Internal Revenue Service Form W-8, or successor applicable
                  form certifying to such Lender's legal entitlement at the
                  date of such certificate to an exemption from U.S.
                  withholding tax under the provisions of Section 881(c) of
                  the Internal Revenue Code with respect to payments to be
                  made under this Credit Agreement and any Notes (and to
                  deliver to the Borrowers and the Administrative Agent two
                  further copies of such form on or before the date it expires
                  or becomes obsolete and after the occurrence of any event
                  requiring a change in the most recently provided form and,
                  if necessary, obtain any extensions of time reasonably
                  requested by the Borrowers or the Administrative Agent for
                  filing and completing such forms), and (C) agree, to the
                  extent legally entitled to do so, upon reasonable request by
                  the Borrowers, to provide to the Borrowers (for the benefit
                  of the Borrowers and the Administrative Agent) such other
                  forms as may be reasonably required in order to establish
                  the legal entitlement of such Lender to an exemption from
                  withholding with respect to payments under this Credit
                  Agreement and any Notes.

         Notwithstanding the above, if any change in treaty, law or regulation
         has occurred after the date such Person becomes a Lender hereunder
         which renders all such forms inapplicable or which would prevent such
         Lender from duly completing and delivering any such form with respect
         to it and such Lender so advises the Borrowers and the Administrative
         Agent then such Lender shall be exempt from such requirements. Each
         Person that shall become a Lender or a participant of a Lender
         pursuant to Section 11.3 shall, upon the effectiveness of the related
         transfer, be required to provide all of the forms, certifications and
         statements 

                                      43
<PAGE>

         required pursuant to this subsection (b); provided that in the case
         of a participant of a Lender, the obligations of such participant of
         a Lender pursuant to this subsection (b) shall be determined as if
         the participant of a Lender were a Lender except that such
         participant of a Lender shall furnish all such required forms,
         certifications and statements to the Lender from which the related
         participation shall have been purchased.

         3.14     Compensation.

         Except as expressly set forth in Section 3.3(c), the Borrowers
promise to indemnify each Lender and to hold each Lender harmless from any
loss or expense which such Lender may sustain or incur as a consequence of (a)
default by the Borrowers in making a borrowing of, conversion into or
continuation of Eurodollar Loans after the Borrowers have given a notice
requesting the same in accordance with the provisions of this Credit
Agreement, (b) default by the Borrowers in making any prepayment of a
Eurodollar Loan after the Borrowers have given a notice thereof in accordance
with the provisions of this Credit Agreement and (c) the making of a
prepayment of Eurodollar Loans on a day which is not the last day of an
Interest Period with respect thereto. Such indemnification shall be calculated
by the Administrative Agent and may include an amount equal to (i) the amount
of interest which would have accrued on the amount so prepaid, or not so
borrowed, converted or continued, for the period from the date of such
prepayment or of such failure to borrow, convert or continue to the last day
of the applicable Interest Period (or, in the case of a failure to borrow,
convert or continue, the Interest Period that would have commenced on the date
of such failure) in each case at the applicable rate of interest for such
Eurodollar Loans provided for herein minus (ii) the amount of interest which
would have accrued to such Lender on such amount by placing such amount on
deposit for a comparable period with leading banks in the interbank Eurodollar
market. The agreements in this Section shall survive the termination of this
Credit Agreement and the payment of the Loans and all other amounts payable
hereunder. Notwithstanding the foregoing, any prepayment of a Eurodollar Loan
made hereunder (as a result of a mandatory requirement of this Credit
Agreement) within thirty (30) days of the end of the Interest Period with
respect to such Eurodollar Loan, shall not be subject to this Section 3.14.

         3.15     Mitigation; Mandatory Assignment.

         Each Lender shall use reasonable efforts to avoid or mitigate any
increased cost or suspension of the availability of an interest rate under
Sections 3.9 through 3.14 inclusive to the greatest extent practicable
(including transferring the Loans to another lending office or affiliate of a
Lender) unless, in the opinion of such Lender, such efforts would be likely to
have an adverse effect upon it. In the event a Lender makes a request to the
Borrowers for additional payments in accordance with Sections 3.9, 3.10, 3.11,
3.12, 3.13 or 3.14 or a Lender becomes a Defaulting Lender, then, provided
that no Default or Event of Default has occurred and is continuing at such
time, the Borrowers may, at their own expense (such expense to include any
transfer fee payable to the Administrative Agent under Section 11.3(b) and any
expense pursuant to Section 3.14), and in their sole discretion, require such
Lender to transfer and assign in whole (but not in part), without recourse (in
accordance with and subject to the terms and conditions of Section 11.3(b)),
all of its interests, rights and obligations under this Credit Agreement to an
assignee which shall assume such assigned obligations (which assignee may be
another Lender, if a Lender accepts such assignment); provided that (a) such
assignment shall not conflict with any law, rule or regulation or order of any
court or other governmental authority and (b) the 

                                      44
<PAGE>

Borrowers or such assignee shall have paid to the assigning Lender in
immediately available funds the principal of and interest accrued to the date
of such payment on the portion of the Loans hereunder held by such assigning
Lender and all other amounts owed to such assigning Lender hereunder,
including amounts owed pursuant to Sections 3.9 through 3.14.


                                   SECTION 4

                                   GUARANTY
                                   --------

         4.1      Guaranty of Payment.

         Subject to Section 4.7 below, each of the Guarantors hereby, jointly
and severally, unconditionally guarantees to each Lender, the prompt payment
of the Obligations in full when due (whether at stated maturity, as a
mandatory prepayment, by acceleration or otherwise). This Guaranty is a
guaranty of payment and not of collection and is a continuing guaranty and
shall apply to all Obligations whenever arising.

         4.2      Obligations Unconditional.

         The obligations of the Guarantors hereunder are absolute and
unconditional, irrespective of the value, genuineness, validity, regularity or
enforceability of any of the Credit Documents or any other agreement or
instrument referred to therein, to the fullest extent permitted by applicable
law, irrespective of any other circumstance whatsoever which might otherwise
constitute a legal or equitable discharge or defense of a surety or guarantor.
Each Guarantor agrees that this Guaranty may be enforced by the Lenders
without the necessity at any time of resorting to or exhausting any other
security or collateral and without the necessity at any time of having
recourse to the Notes or any other of the Credit Documents or any collateral,
if any, hereafter securing the Obligations or otherwise and each Guarantor
hereby waives the right to require the Lenders to proceed against the
Borrowers or any other Person (including a co-guarantor) or to require the
Lenders to pursue any other remedy or enforce any other right. Each Guarantor
further agrees that it shall have no right of subrogation, indemnity,
reimbursement or contribution against the Borrowers or any other Guarantor of
the Obligations for amounts paid under this Guaranty until such time as the
Lenders have been paid in full, all Commitments under the Credit Agreement
have been terminated and no Person or Governmental Authority shall have any
right to request any return or reimbursement of funds from the Lenders in
connection with monies received under the Credit Documents. Each Guarantor
further agrees that nothing contained herein shall prevent the Lenders from
suing on the Notes or any of the other Credit Documents or foreclosing its
security interest in or Lien on any collateral, if any, securing the
Obligations or from exercising any other rights available to it under this
Credit Agreement, the Notes, any other of the Credit Documents, or any other
instrument of security, if any, and the exercise of any of the aforesaid
rights and the completion of any foreclosure proceedings shall not constitute
a discharge of any of any Guarantor's obligations hereunder; it being the
purpose and intent of each Guarantor that its obligations hereunder shall be
absolute, independent and unconditional under any and all circumstances.
Neither any Guarantor's obligations under this Guaranty nor any remedy for the
enforcement thereof shall be impaired, modified, changed or released in any
manner whatsoever by an impairment, modification, change, release or
limitation of the liability of the Borrowers or by reason of the bankruptcy or 
insolvency of

                                      45
<PAGE>

the Borrowers. Each Guarantor waives any and all notice of the creation,
renewal, extension or accrual of any of the Obligations and notice of or proof
of reliance of by the Administrative Agent or any Lender upon this Guarantee
or acceptance of this Guarantee. The Obligations, and any of them, shall
conclusively be deemed to have been created, contracted or incurred, or
renewed, extended, amended or waived, in reliance upon this Guarantee. All
dealings between the Borrowers and any of the Guarantors, on the one hand, and
the Administrative Agent and the Lenders, on the other hand, likewise shall be
conclusively presumed to have been had or consummated in reliance upon this
Guarantee. The Guarantors further agree to all rights of set-off as set forth
in Section 11.2.

         4.3      Modifications.

         Each Guarantor agrees that (a) all or any part of the security now or
hereafter held for the Credit Party Obligations, if any, may be exchanged,
compromised or surrendered from time to time; (b) the Lenders shall not have
any obligation to protect, perfect, secure or insure any such security
interests, liens or encumbrances now or hereafter held, if any, for the
Obligations or the properties subject thereto; (c) the time or place of
payment of the Obligations may be changed or extended, in whole or in part, to
a time certain or otherwise, and may be renewed or accelerated, in whole or in
part; (d) the Borrowers and any other party liable for payment under the
Credit Documents may be granted indulgences generally; (e) any of the
provisions of the Notes or any of the other Credit Documents may be modified,
amended or waived; (f) any party (including any co-guarantor) liable for the
payment thereof may be granted indulgences or be released; and (g) any deposit
balance for the credit of the Borrowers or any other party liable for the
payment of the Obligations or liable upon any security therefor may be
released, in whole or in part, at, before or after the stated, extended or
accelerated maturity of the Obligations, all without notice to or further
assent by such Guarantor, which shall remain bound thereon, notwithstanding
any such exchange, compromise, surrender, extension, renewal, acceleration,
modification, indulgence or release.

         4.4      Waiver of Rights.

         Each Guarantor expressly waives to the fullest extent permitted by
applicable law: (a) notice of acceptance of this Guaranty by the Lenders and
of all extensions of credit to the Borrowers by the Lenders; (b) presentment
and demand for payment or performance of any of the Obligations; (c) protest
and notice of dishonor or of default (except as specifically required in the
Credit Agreement) with respect to the Obligations or with respect to any
security therefor; (d) notice of the Lenders obtaining, amending, substituting
for, releasing, waiving or modifying any security interest, lien or
encumbrance, if any, hereafter securing the Obligations, or the Lenders'
subordinating, compromising, discharging or releasing such security interests,
liens or encumbrances, if any; and (e) all other notices to which such
Guarantor might otherwise be entitled.

         4.5      Reinstatement.

         The obligations of the Guarantors under this Section 4 shall be
automatically reinstated if and to the extent that for any reason any payment
by or on behalf of any Person in respect of the Obligations is rescinded or
must be otherwise restored by any holder of any of the Obligations, whether as
a result of any proceedings in bankruptcy or reorganization or otherwise, and
each Guarantor agrees that it will indemnify the Administrative Agent and each
Lender on demand for 

                                      46
<PAGE>

all reasonable costs and expenses (including, without limitation, reasonable
fees of counsel) incurred by the Administrative Agent or such Lender in
connection with such rescission or restoration, including any such costs and
expenses incurred in defending against any claim alleging that such payment
constituted a preference, fraudulent transfer or similar payment under any
bankruptcy, insolvency or similar law.

         4.6      Remedies.

         The Guarantors agree that, as between the Guarantors, on the one
hand, and the Administrative Agent and the Lenders, on the other hand, the
Obligations may be declared to be forthwith due and payable as provided in
Section 9 (and shall be deemed to have become automatically due and payable in
the circumstances provided in Section 9) notwithstanding any stay, injunction
or other prohibition preventing such declaration (or preventing such
Obligations from becoming automatically due and payable) as against any other
Person and that, in the event of such declaration (or such Obligations being
deemed to have become automatically due and payable), such Obligations
(whether or not due and payable by any other Person) shall forthwith become
due and payable by the Guarantors. The Guarantors agree that during any
Collateral Period their obligations hereunder may be secured in accordance
with the terms of the Collateral Documents and that the Lenders may exercise
their remedies thereunder in accordance with the terms thereof.

         4.7      Limitation of Guaranty.

         Notwithstanding any provision to the contrary contained herein or in
any of the other Credit Documents, to the extent the obligations of any
Guarantor shall be adjudicated to be invalid or unenforceable for any reason
(including, without limitation, because of any applicable state or federal law
relating to fraudulent conveyances or transfers) then the obligations of such
Guarantor hereunder shall be limited to the maximum amount that is permissible
under applicable law (whether federal or state and including, without
limitation, the Bankruptcy Code).

         4.8      Rights of Contribution.

         The Credit Parties agree among themselves that, in connection with
payments made hereunder, each Credit Party shall have contribution rights
against the other Credit Parties as permitted under applicable law. Such
contribution rights shall be subordinate and subject in right of payment to
the obligations of the Credit Parties under the Credit Documents and no Credit
Party shall exercise such rights of contribution until all Credit Party
Obligations have been paid in full and the Commitments terminated.


                                      47
<PAGE>

                                   SECTION 5

                             CONDITIONS PRECEDENT
                             --------------------

         5.1      Closing Conditions.

         The obligation of the Lenders to enter into this Credit Agreement and
make the initial Extensions of Credit is subject to satisfaction of the
following conditions:

                  (a) Executed Credit Documents. Receipt by the Administrative
         Agent of duly executed copies of: (i) this Credit Agreement; (ii) the
         Notes; (iii) the Pledge Agreements; and (iv) all other Credit
         Documents required to be delivered on or before the Effective Date,
         each in form and substance reasonably acceptable to the
         Administrative Agent in its sole discretion.

                  (b) Partnership Documents. With respect to each Credit Party
         that is a partnership, receipt by the Administrative Agent of the
         following:

                           (i) Authorization. Authorization of the general
                  partner(s) of such Credit Party, as of the Closing Date,
                  approving and adopting the Credit Documents to be executed
                  by such Credit Party and authorizing the execution and
                  delivery thereof.

                           (ii) Partnership Agreements. Certified copies of
                  the partnership agreement of such Credit Party, together
                  with all amendments thereto.

                           (iii) Certificates of Good Standing or Existence.
                  Certificate of good standing or existence for such Credit
                  Party issued as of a recent date by its state of
                  organization and each other state where the failure to
                  qualify or be in good standing could have a Material Adverse
                  Effect.

                           (iv) Incumbency. An incumbency certificate of the
                  general partner(s) of such Credit Party, certified by a
                  secretary or assistant secretary of such general partner to
                  be true and correct as of the Closing Date.

                  (c) Corporate Documents. With respect to each Credit Party
                  that is a corporation, receipt by the Administrative Agent
                  of the following:

                           (i) Charter Documents. Copies of the articles or
                  certificates of incorporation or other charter documents of
                  each such Credit Party certified to be true and complete as
                  of a recent date by the appropriate Governmental Authority
                  of the state or other jurisdiction of its incorporation and
                  certified by a secretary or assistant secretary of such
                  Credit Party to be true and correct as of the Closing Date.

                           (ii) Bylaws. A copy of the bylaws of each such
                  Credit Party certified by a secretary or assistant secretary
                  of such Credit Party to be true and correct as of the
                  Effective Date.

                                      48
<PAGE>

                           (iii) Resolutions. Copies of resolutions approving
                  and adopting the Credit Documents to which it is a party,
                  the transactions contemplated therein and authorizing
                  execution and delivery thereof, certified by a secretary or
                  assistant secretary of such Credit Party to be true and
                  correct and in full force and effect as of the Effective
                  Date.

                           (iv) Good Standing. Copies of (A) certificates of
                  good standing, existence or their equivalent with respect to
                  such Credit Party certified as of a recent date by the
                  appropriate Governmental Authorities of the state or other
                  jurisdiction of incorporation and each other jurisdiction in
                  which the failure to so qualify and be in good standing
                  could have a Material Adverse Effect and (B) to the extent
                  available, a certificate indicating payment of all corporate
                  franchise taxes certified as of a recent date by the
                  appropriate governmental taxing authorities.

                           (v) Incumbency. An incumbency certificate of such
                  Credit Party certified by a secretary or assistant secretary
                  of such Credit Party to be true and correct as of the
                  Effective Date.

                  (d) Limited Liability Company Documents. With respect to
         each Credit Party that is a limited liability company, receipt by the
         Administrative Agent of the following:

                           (i) Certificate of Formation. A copy of the
                  certificate of formation of such Credit Party certified to
                  be true and complete by the appropriate Governmental
                  Authority of the state or jurisdiction of its formation and
                  certified by the sole member of such Credit Party to be true
                  and correct as of the Closing Date.

                           (ii) LLC Agreement. A copy of the LLC Agreement of
                  such Credit Party certified by the sole member of such
                  Credit Party to be true and correct as of the Closing Date.

                           (iii) Resolutions. Copies of resolutions approving
                  and adopting the Credit Documents to which it is a party,
                  the transactions contemplated therein and authorizing
                  execution and delivery thereof.

                           (iv) Good Standing. Copies of certificates of good
                  standing, existence of their equivalent with respect to such
                  Credit Party certified as of a recent date by the
                  appropriate Governmental Authorities of the state or other
                  jurisdiction of formation and each other jurisdiction in
                  which the failure to so qualify and be in good standing
                  could have a Material Adverse Effect.

                  (e) Trust Documents. With respect to each Credit Party that
         is a REIT, receipt by the Administrative Agent of the following:

                           (i) Declaration of Trust. A copy of the Declaration
                  of Trust of such Credit Party certified to be true and
                  complete by the appropriate Governmental Authority of the
                  state or jurisdiction of its formation and certified by the
                  trustee of such Credit Party to be true and correct as of
                  the Closing Date.

                                      49
<PAGE>

                           (ii) Bylaws. A copy of the Bylaws of such Credit
                  Party certified by the trustee of such Credit Party to be
                  true and complete as of the Closing Date.

                           (iii) Resolutions. Copies of the resolutions of the
                  Board of Trustees of such Credit Party approving and
                  adopting the Credit Documents to which it is a party, the
                  transactions contemplated therein and authorizing execution
                  and delivery thereof.

                           (iv) Good Standing. Copies of certificates of good
                  standing, existence of their equivalent with respect to such
                  Credit Party certified as of a recent date by the
                  appropriate Governmental Authorities of the state or other
                  jurisdiction of formation and each other jurisdiction in
                  which the failure to so qualify and be in good standing
                  could have a Material Adverse Effect.

                  (f) Financial Statements. Receipt and approval by the
         Lenders of: (i) the consolidated financial statements of the Credit
         Parties and their Subsidiaries for each of the three years ending
         December 31, 1995, 1996 and 1997, to the extent available, including
         balance sheets and income and cash flow statements, audited by
         nationally recognized independent public accountants and containing
         an unqualified opinion of such firm that such statements present
         fairly, in all material respects, the consolidated financial position
         and results of operations of such Person, and are prepared in
         conformity with GAAP, and (ii) interim consolidated financial
         statements of the Credit Parties and their Subsidiaries for the six
         months ending June 30, 1998, including balance sheets and income and
         cash flow statements, accompanied by a certificate of the chief
         financial officer of BRT to the effect that such annual Financial
         Statements fairly present in all material respects the financial
         condition of the Credit Parties and their Subsidiaries and have been
         prepared in accordance with GAAP, subject to changes resulting from
         audit and normal year-end audit adjustments.

                  (g) Financial Projections and Other Information. Receipt and
         approval by the Lenders of (i) financial projections for the Combined
         Parties, (ii) summary financial projections for each Property, for
         the calendar year ending 1998, in a form acceptable to the Lenders,
         and such other financial information as the Lenders may require and
         (iii) pro forma financial statements of the Credit Parties and their
         Subsidiaries, including a balance sheet, an income statement and a
         cash flow statement, giving effect to the acquisition of the Project
         Bell Properties, together with a certificate showing compliance with
         the financial covenants in Section 7.2 after giving effect to such
         acquisition.

                  (h) Opinion of Counsel. Receipt by the Administrative Agent
         of opinions (which shall cover, among other things, authority,
         legality, validity, binding effect and enforceability), satisfactory
         to the Administrative Agent, addressed to the Administrative Agent on
         behalf of the Lenders and dated as of the Closing Date, from legal
         counsel to the Credit Parties.

                  (i) Material Adverse Effect. There shall not have occurred a
         change since June 30, 1998 that has had or could reasonably be
         expected to have a Material Adverse Effect.

                                      50
<PAGE>

                  (j) Litigation. There shall not exist any pending or
         threatened action, suit, investigation or proceeding against a Credit
         Party or any of their Subsidiaries that would have or would
         reasonably be expected to have a Material Adverse Effect.

                  (k) Officer's Certificates. The Administrative Agent shall
         have received a certificate on behalf of the Credit Parties as of the
         Closing Date stating that (i) the Credit Parties and each of their
         Subsidiaries are in compliance with all existing material financial
         obligations, (ii) no action, suit, investigation or proceeding is
         pending or threatened in any court or before any arbitrator or
         governmental instrumentality that purports to effect a Credit Party
         or any transaction contemplated by the Credit Documents, if such
         action, suit, investigation or proceeding could have or could be
         reasonably expected to have a Material Adverse Effect, (iii) the
         financial statements and information delivered pursuant to Section
         5.1(f) and (g) were prepared in good faith and using reasonable
         assumptions and (iv) immediately after giving effect to this Credit
         Agreement, the other Credit Documents and all the transactions
         contemplated therein to occur on such date, (A) each of the Credit
         Parties is Solvent, (B) no Default or Event of Default exists, (C)
         all representations and warranties contained herein and in the other
         Credit Documents are true and correct in all material respects, and
         (D) the Credit Parties and their Subsidiaries are in compliance as of
         June 30, 1998 (on a pro forma basis giving effect to the acquisition
         of the Project Bell Properties) with each of the financial covenants
         set forth in Section 7.2.

                  (l) Fees and Expenses. Payment by the Borrowers of all fees
         and expenses owed by them to the Lenders and the Administrative
         Agent, including, without limitation, payment to the Administrative
         Agent of the fees set forth herein and in the Fee Letter.

                  (m) Consents and Approvals. All governmental, shareholder,
         partner and third-party consents and approvals necessary or, in the
         opinion of the Administrative Agent, desirable in connection with the
         Loans and the transactions contemplated under the Credit Documents
         shall have been duly obtained and shall be in full force and effect,
         and a copy of each such consent or approval shall have been delivered
         to the Administrative Agent.

                  (n) Due Diligence. Completion by the Lenders of all due
         diligence with respect to the Combined Parties, including, but not
         limited to, a review of all existing Indebtedness of the Combined
         Parties and all Properties, including, but not limited to, the
         Project Bell Properties.

                  (o) Existing Credit Agreements. Receipt by the
         Administrative Agent of satisfactory evidence of the repayment of all
         loans and obligations under the Existing Credit Agreement and the
         Existing Bridge Facility and the termination of the commitments
         thereunder.

         (p) Acquisition. Receipt by the Administrative Agent of evidence that
the Borrowers have acquired (or are simultaneously acquiring), on terms
acceptable to the Administrative Agent, the Project Bell Properties for a
price not to exceed $620 million.
                  (q) Other. Receipt by the Lenders of such other documents,
         instruments, agreements or information as reasonably and timely
         requested by any Lender, including, but not limited to, information
         regarding litigation, tax, accounting, labor, insurance, pension

                                      51
<PAGE>

         liabilities (actual or contingent), real estate leases, material
         contracts, debt agreements, property ownership and contingent
         liabilities of the Credit Parties and their Subsidiaries.

         5.2      Conditions to All Extensions of Credit.

         In addition to the conditions precedent stated elsewhere herein, the
Lenders shall not be obligated to make Loans nor shall an Issuing Lender be
required to issue or extend a Letter of Credit unless:

                  (a) Delivery of Notice. The Borrowers shall have delivered
         (i) in the case of a Loan, a Notice of Borrowing, duly executed and
         completed, by the time specified in Section 2.1 and (ii) in the case
         of any Letter of Credit, the Issuing Lender shall have received an
         appropriate request for issuance in accordance with the provisions of
         Section 2.2.

                  (b) Representations and Warranties. The representations and
         warranties made by the Credit Parties in any Credit Document are true
         and correct in all material respects at and as if made as of such
         date except to the extent they expressly relate to an earlier date.

                  (c) No Default. No Default or Event of Default shall exist
         or be continuing either prior to or after giving effect thereto.

                  (d) Availability. Immediately after giving effect to the
         making of the requested Revolving Loan (and the application of the
         proceeds thereof), or the issuance of a Letter of Credit, as the case
         may be, (i) the sum of the Revolving Loans outstanding plus LOC
         Obligations outstanding shall not exceed the Revolving Committed
         Amount less, for any Property under construction and development that
         is less than 50% preleased, the construction and development costs
         remaining to be incurred for such Property unless and until outside
         construction financing for the project is obtained (plus the amount
         of the requested Revolving Loan if such Revolving Loan is being used
         for such construction and development costs), and (ii) the aggregate
         principal amount of Revolving Loans advanced for construction and
         development of Properties shall not exceed (A) for such Properties
         that are less than 50% preleased, $50,000,000 and (B) for all such
         Properties, $100,000,000.

                  (e) Development and Construction. If the proceeds of the
         requested Revolving Loan are to be used for development and
         construction of a Property, the Borrowers have notified the
         Administrative Agent with respect thereto.

                  (f) Restrictions on Loans. After giving effect to the making
         of the requested Revolving Loan, the Borrowers shall be in compliance
         with the terms of Section 2.1(f).

The delivery of each Notice of Borrowing shall constitute a representation and
warranty by the Borrowers of the correctness of the matters specified in
subsections (b), (c), (d), (e) and (f) above.

                                      52
<PAGE>

                                   SECTION 6

                        REPRESENTATIONS AND WARRANTIES
                        ------------------------------

         The Credit Parties hereby represent to the Administrative Agent and
each Lender that:

         6.1      Financial Condition.

         The financial statements delivered to the Lenders pursuant to Section
5.1(d) and Section 7.1(a) and (b): (a) have been prepared in accordance with
GAAP and (b) present fairly the consolidated financial condition, results of
operations and cash flows of the Credit Parties and their Subsidiaries as of
such date and for such periods. Since June 30, 1998, there has been no sale,
transfer or other disposition by any Credit Party or any of their Subsidiaries
of any material part of the business or property of the Credit Parties and
their Subsidiaries, taken as a whole, and no purchase or other acquisition by
any of them of any business or property (including any capital stock of any
other Person) material in relation to the consolidated financial condition of
the Credit Parties and their Subsidiaries, taken as a whole, in each case,
which, is not (i) reflected in the most recent financial statements delivered
to the Lenders pursuant to Section 5.1(f) and Section 7.1 or in the notes
thereto or (ii) otherwise permitted by the terms of this Credit Agreement and
communicated to the Administrative Agent.

         6.2      No Material Change.

         Since the later of June 30, 1998 or the date of the last Revolving
Loan made under this Credit Agreement, there has been no development or event
relating to or affecting a Combined Party which has had or would be reasonably
expected to have a Material Adverse Effect.

         6.3      Organization and Good Standing.

         Each Credit Party (a) is either a partnership, a corporation, a
limited liability company or a REIT duly organized, validly existing and in
good standing under the laws of the State (or other jurisdiction) of its
organization or formation, (b) is duly qualified and in good standing as a
foreign partnership, a foreign corporation, a foreign limited liability
company or a foreign REIT and authorized to do business in every other
jurisdiction unless the failure to be so qualified, in good standing or
authorized would not have or would not be expected to have a Material Adverse
Effect and (c) has the power and authority to own its properties and to carry
on its business as now conducted and as proposed to be conducted.

         6.4      Due Authorization.

         Each Credit Party (a) has the power and authority to execute, deliver
and perform this Credit Agreement and the other Credit Documents to which it
is a party and to incur the obligations herein and therein provided for and
(b) is duly authorized to, and has been authorized by all necessary action, to
execute, deliver and perform this Credit Agreement and the other Credit
Documents to which it is a party.

                                      53
<PAGE>

         6.5      No Conflicts.

         Neither the execution and delivery of the Credit Documents, nor the
consummation of the transactions contemplated therein, nor the performance of
or compliance with the terms and provisions thereof by a Credit Party will (a)
violate or conflict with any provision of its organizational documents, (b)
violate, contravene or materially conflict with any Requirement of Law or any
other law, regulation (including, without limitation, Regulation U or
Regulation X), order, writ, judgment, injunction, decree or permit applicable
to it, (c) violate, contravene or conflict with contractual provisions of, or
cause an event of default under, any indenture, loan agreement, mortgage, deed
of trust, contract or other agreement or instrument to which it is a party or
by which it may be bound, the violation of which would have or would be
reasonably expected to have a Material Adverse Effect, or (d) result in or
require the creation of any Lien upon or with respect to its properties.

         6.6      Consents.

         Except for consents, approvals and authorizations which have been
obtained, no consent, approval, authorization or order of, or filing,
registration or qualification with, any court or Governmental Authority or
third party in respect of any Credit Party is required in connection with the
execution, delivery or performance of this Credit Agreement or any of the
other Credit Documents by such Credit Party.

         6.7      Enforceable Obligations.

         This Credit Agreement and the other Credit Documents have been duly
executed and delivered and constitute legal, valid and binding obligations of
each Credit Party enforceable against such Credit Party in accordance with
their respective terms, except as may be limited by bankruptcy or insolvency
laws or similar laws affecting creditors' rights generally or by general
equitable principles.

         6.8      No Default.

         No Combined Party is in default in any respect under any contract,
lease, loan agreement, indenture, mortgage, security agreement or other
agreement or obligation to which it is a party or by which any of its
properties is bound which default would have or would be reasonably expected
to have a Material Adverse Effect. No Default or Event of Default has occurred
or exists except as previously disclosed in writing to the Lenders.

         6.9      Ownership.

         Each Combined Party is the owner of, and has good and marketable
title to, all of its respective assets and none of such assets is subject to
any Lien other than Permitted Liens.

         6.10     Indebtedness.

         The Combined Parties have no Indebtedness except as otherwise
permitted by this Credit Agreement.

                                      54
<PAGE>

         6.11     Litigation.

         There are no actions, suits or legal, equitable, arbitration or
administrative proceedings, pending or, to the knowledge of any Credit Party,
threatened against, a Combined Party which would have or would be reasonably
expected to have a Material Adverse Effect.

         6.12     Taxes.

         Each Credit Party, and each of its Subsidiaries, has filed, or caused
to be filed, all tax returns (federal, state, local and foreign) required to
be filed and has paid (a) all amounts of taxes shown thereon to be due
(including interest and penalties) and (b) all other taxes, fees, assessments
and other governmental charges (including mortgage recording taxes,
documentary stamp taxes and intangibles taxes) owing by it, except for such
taxes (i) which are not yet delinquent or (ii) that are being contested in
good faith and by proper proceedings, and against which adequate reserves are
being maintained in accordance with GAAP. No Credit Party is aware of any
proposed tax assessments against it or any of its Subsidiaries.

         6.13     Compliance with Law.

         Each Combined Party is in compliance with all Requirements of Law and
all other laws, rules, regulations, orders and decrees (including without
limitation Environmental Laws) applicable to it, or to its properties, unless
such failure to comply would not have or would not be reasonably expected to
have a Material Adverse Effect. No Requirement of Law would be reasonably
expected to cause a Material Adverse Effect.

         6.14     Compliance with ERISA.

         Except as would not result in or be reasonably expected to result in
a Material Adverse Effect:

                  (a) During the five-year period prior to the date on which
         this representation is made or deemed made: (i) no ERISA Event has
         occurred, and, to the best of each Credit Party's, each Subsidiary of
         a Credit Party's and each ERISA Affiliate's knowledge, no event or
         condition has occurred or exists as a result of which any ERISA Event
         could reasonably be expected to occur, with respect to any Plan; (ii)
         no "accumulated funding deficiency," as such term is defined in
         Section 302 of ERISA and Section 412 of the Code, whether or not
         waived, has occurred with respect to any Plan; (iii) each Plan has
         been maintained, operated, and funded in compliance with its own
         terms and in material compliance with the provisions of ERISA, the
         Code, and any other applicable federal or state laws; and (iv) no
         Lien in favor or the PBGC or a Plan has arisen or is reasonably
         likely to arise on account of any Plan.

                  (b) The actuarial present value of all "benefit liabilities"
         (as defined in Section 4001(a)(16) of ERISA), whether or not vested,
         under each Single Employer Plan, as of the last annual valuation date
         prior to the date on which this representation is made or deemed made
         (determined, in each case, in accordance with Financial Accounting
         Standards Board 

                                      55
<PAGE>

         Statement 87, utilizing the actuarial assumptions used in such Plan's
         most recent actuarial valuation report), did not exceed as of such
         valuation date the fair market value of the assets of such Plan.

                  (c) No Credit Party, Subsidiary of a Credit Party or ERISA
         Affiliate has incurred, or, to the best of each such party's
         knowledge, is reasonably expected to incur, any withdrawal liability
         under ERISA to any Multiemployer Plan or Multiple Employer Plan. No
         Credit Party, Subsidiary of a Credit Party or ERISA Affiliate would
         become subject to any withdrawal liability under ERISA if any such
         party were to withdraw completely from all Multiemployer Plans and
         Multiple Employer Plans as of the valuation date most closely
         preceding the date on which this representation is made or deemed
         made. No Credit Party, Subsidiary of a Credit Party or ERISA
         Affiliate has received any notification that any Multiemployer Plan
         is in reorganization (within the meaning of Section 4241 of ERISA),
         is insolvent (within the meaning of Section 4245 of ERISA), or has
         been terminated (within the meaning of Title IV of ERISA), and no
         Multiemployer Plan is, to the best of each such party's knowledge,
         reasonably expected to be in reorganization, insolvent, or
         terminated.

                  (d) No prohibited transaction (within the meaning of Section
         406 of ERISA or Section 4975 of the Code) or breach of fiduciary
         responsibility has occurred with respect to a Plan which has
         subjected or may subject any Credit Party, any Subsidiary of a Credit
         Party or any ERISA Affiliate to any liability under Sections 406,
         409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under
         any agreement or other instrument pursuant to which any Credit Party,
         any Subsidiary of a Credit Party or any ERISA Affiliate has agreed or
         is required to indemnify any person against any such liability.

                  (e) No Credit Party, Subsidiary of a Credit Party nor any of
         their ERISA Affiliates has material liability with respect to
         "expected post-retirement benefit obligations" within the meaning of
         the Financial Accounting Standards Board Statement 106. Each Plan
         which is a welfare plan (as defined in Section 3(1) of ERISA) to
         which Sections 601-609 of ERISA and Section 4980B of the Code apply
         has been administered in compliance in all material respects with
         such sections.

         6.15     Organization Structure/Subsidiaries.

         As of the Closing Date, (a) Schedule 6.15 is a complete and accurate
organization chart of the Combined Parties, and (b) no Credit Party has any
Subsidiaries or owns an interest, directly or indirectly, in any joint
venture, except as set forth on Schedule 6.15. During any Collateral Period in
which the Lenders receive Stock Collateral, Schedule 6.15 shall be amended to
include the amount and percentages of equity interests outstanding with
respect to each Subsidiary of a Credit Party and such other information
regarding the ownership interests as reasonably requested by the
Administrative Agent. The outstanding equity interest of all Subsidiaries of
the Credit Parties are validly issued, fully paid and non-assessable and are
owned by the Credit Parties free and clear of all Liens. Schedule 6.15 shall
be updated as of the end of each fiscal quarter as set forth in Section
7.1(c).

                                      56
<PAGE>

         6.16     Use of Proceeds; Margin Stock.

         The proceeds of the Loans hereunder will be used solely for the
purposes specified in Section 7.10. None of the proceeds of the Loans will be
used in a manner that would violate Regulation U, Regulation X, or Regulation
T. No proceeds of the Loans hereunder will be used for the acquisition of
another Person unless the board of directors (or other comparable governing
body) or stockholders (or other equity owners), as appropriate, of such Person
has approved such acquisition.

         6.17     Government Regulation.

         No Credit Party, nor any of its Subsidiaries, is subject to
regulation under the Public Utility Holding Company Act of 1935, the Federal
Power Act, the Investment Company Act of 1940 or the Interstate Commerce Act,
each as amended. In addition, no Credit Party, nor any of its Subsidiaries, is
(a) an "investment company" registered or required to be registered under the
Investment Company Act of 1940, as amended, or controlled by such a company,
or (b) a "holding company," or a "Subsidiary company" of a "holding company,"
or an "affiliate" of a "holding company" or of a "Subsidiary" or a "holding
company," within the meaning of the Public Utility Holding Company Act of
1935, as amended. No director, executive officer or principal shareholder of a
Credit Party or any of its Subsidiaries is a director, executive officer or
principal shareholder of any Lender. For the purposes hereof the terms
"director," "executive officer" and "principal shareholder" (when used with
reference to any Lender) have the respective meanings assigned thereto in
Regulation O issued by the Board of Governors of the Federal Reserve System.

         6.18     Environmental Matters.

                  (a) Except as would not have or be reasonably expected to
         have a Material Adverse Effect:

                                 (i) Each of the Properties and all operations
                  at the Properties are in material compliance with all
                  applicable Environmental Laws, and there is no violation of
                  any Environmental Law with respect to the Properties or the
                  businesses operated by a Credit Party or any of its
                  Subsidiaries (the "Businesses"), and there are no conditions
                  relating to the Businesses or Properties that would be
                  reasonably expected to give rise to liability under any
                  applicable Environmental Laws.

                                (ii) No Credit Party, nor any of its
                  Subsidiaries, has received any written notice of, or inquiry
                  from any Governmental Authority regarding, any violation,
                  alleged violation, non-compliance, liability or potential
                  liability regarding Hazardous Materials or compliance with
                  Environmental Laws with regard to any of the Properties or
                  the Businesses, nor does any Credit Party or any of its
                  Subsidiaries have knowledge that any such notice is being
                  threatened.

                               (iii) Hazardous Materials have not been
                  transported or disposed of from the Properties, or
                  generated, treated, stored or disposed of at, on or under
                  any of the Properties or any other location, in each case
                  by, or on behalf or with the permission of, any Credit Party
                  or any of its Subsidiaries in a manner that would reasonably
                  be expected to give rise to liability under any applicable
                  Environmental Law.

                                      57
<PAGE>

                                (iv) No judicial proceeding or governmental or
                  administrative action is pending or, to the knowledge of any
                  Credit Party or any of its Subsidiaries, threatened, under
                  any Environmental Law to which any Credit Party or any of
                  its Subsidiaries is or will be named as a party, 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 Credit Party or
                  any of its Subsidiaries, the Properties or the Businesses,
                  in any amount reportable under the federal Comprehensive
                  Environmental Response, Compensation and Liability Act or
                  any analogous state law, except releases in compliance with
                  any Environmental Laws.

                                 (v) There has been no release or threat of
                  release of Hazardous Materials at or from the Properties, or
                  arising from or related to the operations (including,
                  without limitation, disposal) of a Credit Party or any of
                  its Subsidiaries in connection with the Properties or
                  otherwise in connection with the Businesses except in
                  compliance with Environmental Laws.

                                (vi) None of the Properties contains, or to
                  the best of our knowledge has previously contained, any
                  Hazardous Materials at, on or under the Properties in
                  amounts or concentrations that, if released, constitute or
                  constituted a violation of, or could give rise to liability
                  under, Environmental Laws.

                               (vii) No Credit Party, nor any of its
                  Subsidiaries, has assumed any liability of any Person (other
                  than another Borrower) under any Environmental Law.

                  (b) Each Credit Party, and each of its Subsidiaries, has
         adopted procedures that are designed to (i) ensure that each such
         party, any of its operations and each of the properties owned or
         leased by such party remains in compliance with applicable
         Environmental Laws and (ii) minimize any liabilities or potential
         liabilities that each such party, any of its operations and each of
         the properties owned or leased by each such party may have under
         applicable Environmental Laws.

         6.19     Solvency.

         Each Credit Party, is and, after consummation of the transactions
contemplated by this Credit Agreement, will be Solvent.

         6.20     Investments.

         All Investments of the Credit Parties and their Subsidiaries are 
Permitted Investments.

                                      58
<PAGE>

         6.21     Location of Properties.

         As of the Closing Date, set forth on Schedule 6.21 is (a) a list of
all Properties (with street address, county and state where located) and the
owner of such Property (b) a list of all Unsecured Properties. Schedule 6.21
shall be updated as of the end of each fiscal quarter as set forth in Section
7.1(c).

         6.22     Disclosure.

         Neither this Credit Agreement nor any financial statements delivered
to the Lenders nor any other document, certificate or statement furnished to
the Lenders by or on behalf of any Credit Party in connection with the
transactions contemplated hereby contains any untrue statement of a material
fact or omits to state a material fact necessary in order to make the
statements contained therein or herein not misleading in light of the
circumstances in which made; provided, however, that the Credit Parties make
no representation or warranty regarding the information delivered pursuant to
Section 7.1(i).

         6.23     Licenses, etc.

         The Combined Parties have obtained, and hold in full force and
effect, all franchises, licenses, permits, certificates, authorizations,
qualifications, accreditations, easements, rights of way and other rights,
consents and approvals which are necessary for the operation of their
respective businesses as presently conducted, except where the failure to
obtain the same would not have or would not reasonably be expected to have a
Material Adverse Effect.

         6.24     No Burdensome Restrictions.

         No Combined Party is a party to any agreement or instrument or
subject to any other obligation or any charter or corporate restriction or any
provision of any applicable law, rule or regulation which, individually or in
the aggregate, would have or would be reasonably expected to have a Material
Adverse Effect.

         6.25     Year 2000 Compliance.

         Each Credit Party reasonably believes that the Year 2000 Problem has
been appropriately addressed by it and the Year 2000 Problem will not exist
with respect to it or any other Combined Party on and after January 1, 2000,
to the extent such Year 2000 Problem would cause or be reasonably expected to
cause a Material Adverse Effect.


         6.26     Excluded Material Subsidiaries.

         With respect to the Excluded Material Subsidiaries:

                  (a) Brandywine Holdings I, Inc. holds a nominal interest in
         BOP to ensure that BOP will at all times have at least two partners,
         and has no other activity and owns no other assets.

                                      59
<PAGE>

                  (b) Brandywine Holdings II and Brandywine Holdings III have
         no assets or activity and are in the process of being dissolved.

                  (c) Brandywine Realty Services Corporation ("BRSCO")
         provides services to BOP and is Subsidiaries, as well as third
         parties, but does not own any Properties. Although BOP owns ninety
         five percent of the financial interest in BRSCO through ownership of
         preferred and common interests, substantially all of the common
         equity in BRSCO is held by a partnership in which neither BOP nor BRT
         has any ownership.

                  (d) Each of the remaining Excluded Materials Subsidiaries is
         an entity which is subject to provisions in its charter documents
         that require it to be a "bankruptcy remote" or "single purpose"
         entity and therefore prohibit it from, among other things,
         guaranteeing or becoming jointly and severally liable for the
         Indebtedness of others.

                                   SECTION 7

                             AFFIRMATIVE COVENANTS
                             ---------------------

         Each Credit Party hereby covenants and agrees that so long as this
Credit Agreement is in effect and until the Loans and LOC Obligations,
together with interest and fees and other obligations then due and payable
hereunder, have been paid in full and the Commitments and Letters of Credit
hereunder shall have terminated:

         7.1      Information Covenants.

         The Borrowers will furnish, or cause to be furnished, to the
Administrative Agent and each of the Lenders:

                  (a) Annual Financial Statements. As soon as available, and
         in any event within 90 days after the close of each fiscal year of
         the Credit Parties, a consolidated balance sheet and income statement
         of the Credit Parties and their Subsidiaries as of the end of such
         fiscal year, together with related consolidated statements of
         operations and retained earnings and of cash flows for such fiscal
         year, setting forth in comparative form consolidated figures for the
         preceding fiscal year, all such financial information described above
         to be in reasonable form and detail and audited by independent
         certified public accountants of recognized national standing
         reasonably acceptable to the Administrative Agent and whose opinion
         shall be to the effect that such financial statements have been
         prepared in accordance with GAAP (except for changes with which such
         accountants concur) and shall not be limited as to the scope of the
         audit or qualified in any manner.

                  (b) Quarterly Financial Statements. As soon as available,
         and in any event within 45 days after the close of each fiscal
         quarter of the Credit Parties, a consolidated balance sheet and
         income statement of the Credit Parties and their Subsidiaries, as of
         the end of such fiscal quarter, together with related consolidated
         statements of operations and 

                                      60
<PAGE>

         retained earnings and of cash flows for such fiscal quarter in each
         case setting forth in comparative form consolidated figures for (A)
         the corresponding period of the preceding fiscal year and (B)
         management's proposed budget for such period, all such financial
         information described above to be in reasonable form and detail and
         reasonably acceptable to the Administrative Agent, and accompanied by
         a certificate of the chief financial officer of BOP to the effect
         that such quarterly financial statements fairly present in all
         material respects the financial condition of the Credit Parties and
         their Subsidiaries and have been prepared in accordance with GAAP,
         subject to changes resulting from audit and normal year-end audit
         adjustments.

                  (c) Officer's Certificate. At the time of delivery of the
         financial statements provided for in Sections 7.1(a) and 7.1(b)
         above, a certificate of the chief financial officer of BRT,
         substantially in the form of Exhibit 7.1(c), (i) demonstrating
         compliance with the financial covenants contained in Section 7.2 by
         calculation thereof as of the end of each such fiscal period, (ii)
         stating that no Default or Event of Default exists, or if any Default
         or Event of Default does exist, specifying the nature and extent
         thereof and what action the Borrowers propose to take with respect
         thereto, (iii) providing information regarding (A) Investments in a
         manner to demonstrate compliance with Section 8.6, (B) construction
         and development projects in a manner to demonstrate compliance with
         Section 8.12 and (C) dividends and redemption of shares in a manner
         to demonstrate compliance with Section 8.7 and (iv) updating Schedule
         6.15 and Schedule 6.21 as appropriate.

                  (d) Accountant's Certificate. Within the period for delivery
         of the annual financial statements provided in Section 7.1(a), a
         certificate of the accountants conducting the annual audit stating
         that they have reviewed this Credit Agreement and stating further
         whether, in the course of their audit, they have become aware of any
         Default or Event of Default and, if any such Default or Event of
         Default exists, specifying the nature and extent thereof.

                  (e) Annual Information and Projections. Within 30 days after
         the end of each fiscal year of the Credit Parties, all such financial
         information regarding the Credit Parties and their Subsidiaries and
         specifically regarding the Properties, as the Administrative Agent
         shall reasonably request, including, but not limited to, partnership
         and joint venture agreements, property cash flow projections,
         property budgets, actual and budgeted capital expenditures, operating
         statements (current year and immediately preceding year, if the
         Property existed as a Property in the immediately preceding year),
         mortgage information, rent rolls, lease expiration reports, leasing
         status reports, note payable summary, bullet note summary, equity
         funding requirements, contingent liability summary, line of credit
         summary, line of credit collateral summary, wrap note or note
         receivable summary, schedule of outstanding letters of credit,
         summary of cash and cash equivalents, projection of management and
         leasing fees and overhead budgets.

                  (f) Auditor's Reports. Promptly upon receipt thereof, a copy
         of any "management letter" submitted by independent accountants to
         any Credit Party or any of its Subsidiaries in connection with any
         annual, interim or special audit of the books of such Credit Party or
         any of its Subsidiaries.
                                      61
<PAGE>

                  (g) Reports. Promptly upon transmission or receipt thereof,
         (i) copies of any filings and registrations with, and reports to or
         from, the Securities and Exchange Commission, or any successor
         agency, and copies of all financial statements, proxy statements,
         notices and reports as any Credit Party or any of its Subsidiaries
         shall send to its shareholders or partners generally, (ii) copies of
         all income tax returns filed by a Credit Party and (iii) upon the
         written request of the Administrative Agent, all reports and written
         information to and from the United States Environmental Protection
         Agency, or any state or local agency responsible for environmental
         matters, the United States Occupational Health and Safety
         Administration, or any state or local agency responsible for health
         and safety matters, or any successor agencies or authorities
         concerning environmental, health or safety matters; provided,
         however, that if any such transmissions are done electronically, the
         Borrowers shall instead promptly notify the Administrative Agent of
         same and provide information on how to retrieve such information.

                  (h) Notices. Upon a Credit Party obtaining knowledge
         thereof, such Credit Party will give written notice to the
         Administrative Agent immediately of (i) the occurrence of an event or
         condition consisting of a Default or Event of Default, specifying the
         nature and existence thereof and what action the Credit Parties
         propose to take with respect thereto, and (ii) the occurrence of any
         of the following with respect to any Credit Party or any of its
         Subsidiaries (A) the pendency or commencement of any litigation,
         arbitral or governmental proceeding against any Credit Party or any
         of its Subsidiaries which if adversely determined would have or would
         be reasonably expected to have a Material Adverse Effect, (B) the
         institution of any proceedings against any Credit Party or any of its
         Subsidiaries with respect to, or the receipt of notice by such Person
         of potential liability or responsibility for violation, or alleged
         violation of any federal, state or local law, rule or regulation,
         including but not limited to, Environmental Laws, the violation of
         which would have or would be reasonably expected to have a Material
         Adverse Effect, (C) the occurrence of any default or nonpayment of
         nonrecourse Indebtedness of a Credit Party in an aggregate principal
         amount in excess of $10,000,000 or (D) any information that a Credit
         Party may have a Year 2000 Problem on or after January 1, 2000.

                  (i) ERISA. Upon a Credit Party or any ERISA Affiliate
         obtaining knowledge thereof, the Credit Parties will give written
         notice to the Administrative Agent promptly (and in any event within
         five Business Days) of: (i) any event or condition, including, but
         not limited to, any Reportable Event, that constitutes, or might
         reasonably lead to, a ERISA Event; (ii) with respect to any
         Multiemployer Plan, the receipt of notice as prescribed in ERISA or
         otherwise of any withdrawal liability assessed against a Credit Party
         or any ERISA Affiliate, or of a determination that any Multiemployer
         Plan is in reorganization or insolvent (both within the meaning of
         Title IV of ERISA); (iii) the failure to make full payment on or
         before the due date (including extensions) thereof of all amounts
         which a Credit Party or any ERISA Affiliate is required to contribute
         to each Plan pursuant to its terms and as required to meet the
         minimum funding standard set forth in ERISA and the Code with respect
         thereto; or (iv) any change in the funding status of any Plan that
         could have a Material Adverse Effect; together, with a description of
         any such event or condition or a copy of any such notice and a
         statement by the chief financial officer of a Credit Party briefly
         setting forth the details regarding such event, condition, or notice,
         and the action, if any, which has been or is being taken or is
         proposed to be taken by a Credit Party or any 

                                      62
<PAGE>

         ERISA Affiliate with respect thereto. Promptly upon request, the
         Credit Parties shall furnish the Administrative Agent and the Lenders
         with such additional information concerning any Plan as may be
         reasonably requested, including, but not limited to, copies of each
         annual report/return (Form 5500 series), as well as all schedules and
         attachments thereto required to filed with the Department of Labor
         and/or the Internal Revenue Service pursuant to ERISA and the Code,
         respectively, for each "plan year" (within the meaning of Section
         3(39) of ERISA).

                  (j)      Environmental.

                                 (i) Subsequent to a notice from any
                  Governmental Authority that would reasonably cause concern
                  or during the existence of an Event of Default, and upon the
                  written request of the Administrative Agent, the Credit
                  Parties will furnish or cause to be furnished to the
                  Administrative Agent, at the Credit Parties' expense, an
                  updated report of an environmental assessment of reasonable
                  scope, form and depth, including, where appropriate,
                  invasive soil or groundwater sampling, by a consultant
                  reasonably acceptable to the Administrative Agent as to the
                  nature and extent of the presence of any Hazardous Materials
                  on any Property and as to the compliance by the Credit
                  Parties and with Environmental Laws. If the Credit Parties
                  fail to deliver such an environmental report within
                  seventy-five (75) days after receipt of such written request
                  then the Administrative Agent may arrange for same, and the
                  Credit Parties hereby grant to the Administrative Agent and
                  its representatives access to the Properties and a license
                  of a scope reasonably necessary to undertake such an
                  assessment (including, where appropriate, invasive soil or
                  groundwater sampling). The reasonable cost of any assessment
                  arranged for by the Administrative Agent pursuant to this
                  provision will be payable by the Credit Parties on demand
                  and, during any Collateral Period, added to the obligations
                  secured by the Collateral Documents.

                                (ii) Each of the Credit Parties and their
                  Subsidiaries will conduct and complete all investigations,
                  studies, sampling, and testing and all remedial, removal,
                  and other actions necessary to address all Hazardous
                  Materials on, from, or affecting any Property to the extent
                  necessary to be in compliance with all Environmental Laws
                  and all other applicable federal, state, and local laws,
                  regulations, rules and policies and with the orders and
                  directives of all Governmental Authorities exercising
                  jurisdiction over such Property to the extent any failure
                  would have or would be reasonably expected to have a
                  Material Adverse Effect.

                  (k) Year 2000 Information. Upon the written request of the
         Administrative Agent, such information, assurances and documentation
         (including, but not limited to, the results of internal and external
         audit reports prepared in connection therewith) reasonably acceptable
         to the Administrative Agent that the Credit Parties and their
         Subsidiaries will take all reasonable appropriate actions to prevent
         a Year 2000 Problem on or after January 1, 2000.

                                      63
<PAGE>
                  (l) Other Information. With reasonable promptness upon any
         such request, such other information regarding the Properties or
         regarding the business, assets or financial condition of the Credit
         Parties and their Subsidiaries as the Administrative Agent or any
         Lender may reasonably request.

         7.2      Financial Covenants.

                  (a) Debt Service Coverage Ratio. The Debt Service Coverage
         Ratio, as of the end of each fiscal quarter of the Credit Parties,
         shall be greater than or equal to 1.50 to 1.0.

                  (b) Interest Coverage Ratio. The Interest Coverage Ratio, as
         of the end of each fiscal quarter of Credit Parties for the twelve
         month period ending on such date, shall be greater than or equal to
         2.25 to 1.0.

                  (c) Fixed Charge Coverage Ratio. The Fixed Charge Coverage
         Ratio, as of the end of each fiscal quarter of the Credit Parties for
         the twelve month period ending on such date, shall be greater than or
         equal to 1.75 to 1.0.

                  (d) Net Worth. At all times, the Net Worth of the Credit
         Parties and their Subsidiaries on a consolidated basis shall be
         greater than or equal to the sum of (i) $700,000,000 plus (ii) 85% of
         the Net Cash Proceeds from all Equity Issuances (other than Equity
         Issuances referred to in the following subclause (iii)) plus (iii)
         85% of the actual increase in Net Worth (if any) resulting from an
         Equity Issuance made in connection with an Incentive Stock Plan.

                  (e) Leverage Ratio. Prior to the earlier of (i) the Leverage
         Ratio, at the end of any fiscal quarter of the Credit Parties
         subsequent to September 30, 1998, being less than or equal to .55 to
         1.0. or (ii) one year following the Closing Date, (the earlier of
         such dates referred to herein as the "Leverage Ratio Change Date")
         the Leverage Ratio, as of the end of each fiscal quarter of the
         Credit Parties, shall be less than or equal to .625 to 1.0.
         Subsequent to the Leverage Ratio Change Date, the Leverage Ratio, as
         of the end of each fiscal quarter of the Credit Parties, shall be
         less than or equal to .55 to 1.0.

                  (f) Unsecured Debt Ratio. The Unsecured Debt Ratio, as of
         the end of each fiscal quarter of the Credit Parties, shall be
         greater than or equal to the following ratios for the following
         periods:

                            (i) From the Closing Date to March 31, 1999, 1.6 to
                                1.0; 
                           (ii) From April 1, 1999 to June 30, 1999, 1.8
                                to 1.0; and 
                          (iii) From July 1, 1999 and thereafter
                                2.0 to 1.0.

                  (g) Secured Debt Ratio. The Secured Debt Ratio, as of the
         end of each fiscal quarter of the Credit Parties, shall be less than
         or equal to the following ratios for the following periods:

                           (i) From the Closing Date to March 31, 1999, .40 to
                               1.0; 
                          (ii) From April 1, 1999 to June 30, 1999, .35
                               to 1.0; and 

                                      64
<PAGE>

                         (iii) From July 1, 1999 and thereafter
                               .30 to 1.0.

                  (h) Unencumbered Cash Flow Ratio. The Unencumbered Cash Flow
         Ratio, as of the end of each fiscal quarter of the Credit Parties,
         shall be greater than or equal to the following ratios for the
         following periods:

                           (i)      From the Closing Date to September 30, 1999,
                                    1.5 to 1.0;
                           (ii)     From October 1, 1999 to September 30, 2000,
                                    1.6 to 1.0; and
                           (iii)    From October 1, 2000 and thereafter, 1.65 
                                    to 1.0.

                  (i) Credit Party Assets. At all times, at least 50% of Total
         Assets must be owned by the Credit Parties.

         7.3      Preservation of Existence.

         Each of the Credit Parties will do all things necessary to preserve
and keep in full force and effect its existence, rights, franchises and
authority except as permitted by Section 8.4; provided that a Credit Party may
dissolve if it has no assets at the time of dissolution. Without limiting the
generality of the foregoing, BRT will do all things necessary to maintain its
status as a REIT.

         7.4      Books and Records.

         Each of the Credit Parties will, and will cause its Subsidiaries to,
keep complete and accurate books and records of its transactions in accordance
with good accounting practices on the basis of GAAP (including the
establishment and maintenance of appropriate reserves).

         7.5      Compliance with Law.

         Each of the Credit Parties will, and will cause its Subsidiaries to,
comply in all material respects with all material laws, rules, regulations and
orders, and all applicable material restrictions imposed by all Governmental
Authorities, applicable to it and its property (including, without limitation,
Environmental Laws and ERISA).

         7.6      Payment of Taxes and Other Indebtedness.

         Each of the Credit Parties will, and will cause its Subsidiaries to,
pay, settle or discharge (a) all taxes, assessments and governmental charges
or levies imposed upon it, or upon its income or profits, or upon any of its
properties, before they shall become delinquent, (b) all lawful claims
(including claims for labor, materials and supplies) which, if unpaid, might
give rise to a Lien upon any of its properties, and (c) except as prohibited
hereunder, all of its other Indebtedness as it shall become due; provided,
however, that a Credit Party or any of its Subsidiaries shall not be required
to pay any such tax, assessment, charge, levy, claim or Indebtedness which is
being contested in good faith by appropriate proceedings and as to which
adequate reserves therefor have been established in accordance with GAAP,
unless the failure to make any such payment (i) would give 

                                      65
<PAGE>

rise to an immediate right to foreclose on a Lien securing such amounts or
(ii) would have a Material Adverse Effect.

         7.7      Insurance.

         Each of the Credit Parties will, and will cause its Subsidiaries to,
at all times maintain in full force and effect insurance (including worker's
compensation insurance, liability insurance, casualty insurance and business
interruption insurance) in such amounts, covering such risks and liabilities
and with such deductibles or self-insurance retentions as are in accordance
with normal industry practice.

         7.8      Maintenance of Assets.

         Each of the Credit Parties will, and will cause its Subsidiaries to,
maintain and preserve its Properties and all other assets in good repair,
working order and condition, normal wear and tear excepted, and will make, or
cause to be made, in the Properties and other assets, from time to time, all
repairs, renewals, replacements, extensions, additions, betterments and
improvements thereto as may be needed or proper, to the extent and in the
manner customary for companies in similar businesses.

         7.9      Performance of Obligations.

         Each of the Credit Parties will, and will cause its Subsidiaries to,
perform in all material respects all of its obligations under the terms of all
material agreements, indentures, mortgages, security agreements or other debt
instruments to which it is a party or by which it is bound.

         7.10     Use of Proceeds.

         The Credit Parties will use the proceeds of the Loans solely (a) to
refinance the Indebtedness under the Existing Credit Agreement, (b) to repay
the Existing Bridge Facility, (c) to acquire Properties, (d) to renovate
existing Properties, (e) to develop and construct Properties subject to the
limitations set forth in this Credit Agreement and (f) for general working
capital in the ordinary course (including the payment of dividends if such
payment is otherwise in compliance with the terms of this Credit Agreement);
provided that it is understood that proceeds of Loans may not be used to
acquire undeveloped land, if after giving effect to such acquisition, the
Credit Parties' aggregate ownership of undeveloped land exceeds 5% of Total
Assets, unless such land is adjacent or contiguous with other assets being
acquired or already owned or such land is part of a construction project
approved by the Required Lenders and has all necessary local permits and
approvals and construction will commence within six months of acquisition. The
Credit Parties will use the Letters of Credit solely for the purposes set
forth in Section 2.2(a).

         7.11     Audits/Inspections.

         Upon reasonable notice and during normal business hours, each Credit
Party will, and will cause its Subsidiaries to, permit representatives
appointed by the Administrative Agent, including, without limitation,
independent accountants, agents, attorneys and appraisers to visit and inspect
such Credit Party's or other Combined Party's property, including, without
limitation, the Properties 
                                      66
<PAGE>

and the Collateral, including its books and records, its accounts receivable
and inventory, its facilities and its other business assets, and to make
photocopies or photographs thereof and to write down and record any
information such representative obtains and shall permit the Administrative
Agent or its representatives to investigate and verify the accuracy of
information provided to the Lenders, and to discuss all such matters with the
officers, employees and representatives of the Credit Parties, their
Subsidiaries and any other Combined Party.

         7.12     Additional Credit Parties.

         At any time a Person that is not a Credit Party becomes a Material
Subsidiary of a Credit Party (other than, subject to Section 7.2(i), Excluded
Material Subsidiaries or any entity which is subject to provisions in its
charter documents that prohibit it from guaranteeing or becoming jointly and
severally liable for the Indebtedness of others), the Borrowers shall notify
the Administrative Agent and promptly thereafter (but in any event within 30
days after such Person becomes a Material Subsidiary of a Credit Party): (a)
execute a Joinder Agreement in substantially the form of Exhibit 7.12, (b)
execute an appropriate pledge agreement in substantially the form of the
Pledge Agreements (or a joinder to an existing Pledge Agreement) and otherwise
in a form reasonably acceptable to the Administrative Agent, which pledge
agreement will be effective only during an appropriate Collateral Period and
which will obligate the Borrowers to, within 10 days after the occurrence of a
Stock Collateral Effective Date (or within 30 days of the notice referred to
above if such Collateral Period shall have begun and shall then be
continuing), cause all of the capital stock (or other equity interest) of such
Person to be delivered to the Administrative Agent (together with undated
stock powers, if applicable, signed in blank) and pledged to the
Administrative Agent, (c) unless a Collateral Termination Date has occurred
with respect to the Mortgages, execute such Mortgages as are necessary with
respect to any Property owned by such Person and if the Real Estate Collateral
Effective Date has occurred (and an appropriate Collateral Termination Date
has not occurred), such surveys, flood certificates and other documents,
agreements and instruments as requested by the Administrative Agent; provided
that such Mortgage and related documents shall not be required with respect to
any Property that is subject to a Permitted Lien as set forth in clause (j) of
the definition of Permitted Liens, and (d) deliver such other documentation as
the Administrative Agent may reasonably request in connection with the
foregoing, including, without limitation, information regarding the real
property owned by such Person, including title and environmental reports,
certified resolutions and other organizational and authorizing documents of
such Person and favorable opinions of counsel to such Person (which shall
cover, among other things, the legality, validity, binding effect and
enforceability of the documentation referred to above), and, if a Collateral
Period shall exist, appropriate UCC-1 financing statements all in form,
content and scope reasonably satisfactory to the Administrative Agent.

         7.13     Interest Rate Protection Agreements.

         If for any consecutive period of 30 days or more Eurodollar Loans
constitute less than 75% of the aggregate principal amount of all outstanding
Revolving Loans, then the Borrowers shall enter into interest rate protection
agreements in form and substance acceptable to the Administrative Agent.

                                      67
<PAGE>

         7.14     Collateral Effective Date.

                  (a) Real Estate Collateral Effective Date. Upon the
         occurrence of the Real Estate Collateral Effective Date, the
         Mortgages shall be released from escrow and filed in the appropriate
         jurisdictions and there shall be added to Section 6 a new
         representation and warranty in the form set forth on Schedule 7.14.
         Within 90 days following the Real Estate Collateral Effective Date,
         the Borrowers shall deliver to the Administrative Agent, in form and
         substance reasonably satisfactory to the Administrative Agent:

                         (i)     such UCC-1 fixture filings as are necessary
                                 with respect to each Property.

                         (ii)    an opinion of counsel in the state in which
                                 each Property is located with respect to the
                                 enforceability of the Mortgages, standard
                                 remedies with respect thereto and sufficiency
                                 of the form of UCC-1 financing statements to
                                 be recorded or filed in such state and such
                                 other matters as the Administrative Agent may
                                 request, in form and substance reasonably
                                 satisfactory to the Administrative Agent.

                         (iii)   ALTA or other appropriate form mortgagee
                                 title insurance policies (the "Mortgage
                                 Policies") issued by a title insurance
                                 company acceptable to the Administrative
                                 Agent (the "Title Insurance Company"), in an
                                 amount reasonably satisfactory to the
                                 Administrative Agent with respect to each
                                 parcel of Property, assuring the
                                 Administrative Agent that the applicable
                                 Mortgages create valid and enforceable
                                 mortgage liens on the respective Properties,
                                 free and clear of all defects and
                                 encumbrances except Permitted Liens, which
                                 Mortgage Policies shall be in form and
                                 substance reasonably satisfactory to the
                                 Administrative Agent and containing such
                                 endorsements as shall be reasonably
                                 satisfactory to the Administrative Agent and
                                 for any other matters that the Administrative
                                 Agent may request, and providing affirmative
                                 insurance and such reinsurance as the
                                 Administrative Agent may request, all of the
                                 foregoing in form and substance reasonably
                                 satisfactory to the Administrative Agent.

                         (iv)    Surveys. Maps or plats of an as-built survey
                                 of the sites of the Properties certified to
                                 the Administrative Agent and the Title
                                 Insurance Company in a manner reasonably
                                 satisfactory to them, dated a date
                                 satisfactory to the Administrative Agent and
                                 the Title Insurance Company by an independent
                                 professional licensed land surveyor
                                 reasonably satisfactory to the Administrative
                                 Agent and the Title Insurance Company, which
                                 maps or plats and the surveys on which they
                                 are based shall be sufficient to delete any
                                 standard printed survey exception contained
                                 in the applicable title policy and be made in
                                 accordance with the Minimum Standard Detail
                                 Requirements for Land Title Surveys jointly
                                 established and adopted 

                                      68
<PAGE>

                                 by the American Land Title Association and
                                 the American Congress on Surveying and
                                 Mapping in 1992, and, without limiting the
                                 generality of the foregoing, there shall be
                                 surveyed and shown on such maps, plats or
                                 surveys the following: (A) the locations on
                                 such sites of all the buildings, structures
                                 and other improvements and the established
                                 building setback lines; (B) the lines of
                                 streets abutting the sites and width thereof;
                                 (C) all access and other easements
                                 appurtenant to the sites necessary to use the
                                 sites; (D) all roadways, paths, driveways,
                                 easements, encroachments and overhanging
                                 projections and similar encumbrances
                                 affecting the site, whether recorded,
                                 apparent from a physical inspection of the
                                 sites or otherwise known to the surveyor; (E)
                                 any encroachments on any adjoining property
                                 by the building structures and improvements
                                 on the sites; and (F) if the site is
                                 described as being on a filed map, a legend
                                 relating the survey to said map.

                         (v)     Flood Certificates. Certification from a
                                 registered engineer or land surveyor or other
                                 evidence reasonably acceptable to the
                                 Administrative Agent that none of the
                                 improvements on the Properties are located
                                 within any area designated by the Director of
                                 the Federal Emergency Management Agency as a
                                 "special flood hazard" area or if any
                                 improvements on the Properties are located
                                 within a "special flood hazard" area,
                                 evidence of a flood insurance policy from a
                                 company and in an amount reasonably
                                 satisfactory to the Administrative Agent for
                                 the applicable portion of the premises,
                                 naming the Administrative Agent, for the
                                 benefit of the Lenders, as mortgagee.

                         (vi)    Environmental Reports. Environmental
                                 assessment reports and related documents with
                                 respect to all Properties reasonably
                                 acceptable to the Administrative Agent.

                         (vii)   Valuations. A real estate valuation for each
                                 of the Properties reasonably acceptable to
                                 the Administrative Agent.

                  (b) Stock Collateral Effective Date. Upon the occurrence of
         a Stock Collateral Effective Date and during the ensuing Collateral
         Period, the Pledge Agreements shall be in full force and effect and
         the Administrative Agent, on behalf of the Lenders, shall have a Lien
         on the Collateral described in the Pledge Agreements and there shall
         be added to Section 6 a new representation and warranty in the form
         set forth on Schedule 7.14(b). Within ten Business Days following the
         Stock Collateral Effective Date, the Borrowers shall deliver to the
         Administrative Agent, in form and substance reasonably satisfactory
         to the Administrative Agent:

                         (i)     all stock certificates evidencing the stock
                                 pledged to the Administrative Agent pursuant
                                 to the Pledge Agreements, together with duly
                                 executed in blank undated stock powers
                                 attached thereto.

                                      69
<PAGE>

                         (ii)    duly executed UCC financing statements for
                                 each appropriate jurisdiction as is
                                 necessary, in the Administrative Agent's sole
                                 discretion, to perfect the Lenders' security
                                 interest in the Stock Collateral.

                         (iii)   an opinion of counsel addressed to the
                                 Administrative Agent, on behalf of the
                                 Lenders, covering such issues as reasonably
                                 requested by the Administrative Agent,
                                 including the attachment and perfection of
                                 the Liens in favor of the Lenders.

         7.15     Construction.

         With respect to any construction and development engaged in by the
Combined Parties, the Credit Parties shall or shall cause another Person to:
(a) comply with all applicable regulations and codes and (b) complete all such
construction and development in accordance with approved plans and
specifications.

         7.16     Acquisitions.

         If at the time a Credit Party or one of its Subsidiaries anticipates
making an Investment or an acquisition in excess of $20 million there are any
Revolving Loans outstanding or LOC Obligations outstanding, then ten Business
Days prior to such Credit Party (or Subsidiary) making such Investment or
acquisition, the Borrowers shall provide the Administrative Agent written
notice of such Investment or acquisition, together with a certification as to
compliance with the terms of the Credit Agreement, including, without
limitation, Section 7.2, after giving effect to such Investment or
acquisition. If there are no Revolving Loans or LOC Obligations are
outstanding, the Borrowers shall give the Administrative Agent written notice
of such Investment or acquisition by a Credit Party within five Business Days
after the occurrence of such Investment or acquisition.

         7.17     Mortgage Documents.

         On or before December 31, 1998, the Credit Parties shall provide to
the Administrative Agent fully executed and notarized mortgages, deeds of
trust or deeds to secure debt (each a "Mortgage" and collectively the
"Mortgages") encumbering the fee interest of the Credit Parties in the
Unsecured Properties in substantially the form of Exhibit 7.17, with such
changes as are necessary to comply with various state laws. The Mortgages
shall be placed in escrow and shall not be effective until the Real Estate
Collateral Effective Date. If the Real Estate Collateral Effective Date does
not occur on or before May 15, 1999 in accordance with the terms hereof, the
Mortgages shall be released to the Borrowers.


                                      70
<PAGE>

                                   SECTION 8

                              NEGATIVE COVENANTS
                              ------------------

         Each Credit Party hereby covenants and agrees that so long as this
Credit Agreement is in effect and until the Loans and LOC Obligations,
together with interest, fees and other obligations hereunder, have been paid
in full and the Commitments and Letters of Credit hereunder shall have
terminated:

         8.1      Indebtedness.

         No Credit Party will, nor will it permit any Combined Party to,
contract, create, incur, assume or permit to exist any Indebtedness, except:

                  (a) Indebtedness arising under this Credit Agreement and the
         other Credit Documents;

                  (b) Indebtedness owing from one Credit Party to another
         Credit Party;

                  (c) Indebtedness in respect of current accounts payable and
         accrued expenses incurred in the ordinary course of business; and

                  (d) Other Indebtedness as long as, prior to and after giving
         effect thereto, the Credit Parties are otherwise in compliance with
         the terms of this Credit Agreement.

         8.2      Liens.

         No Credit Party will, nor will it permit any of its Subsidiaries to,
contract, create, incur, assume or permit to exist any Lien with respect to
(a) any Unsecured Properties, unless after giving affect to the creation of
such Lien (i) the Credit Parties are in compliance on a Pro Forma Basis with
the financial covenants set forth in Section 7.2 and (ii) no Default or Event
of Default or (b) any of its other Properties or any other assets of any kind
(whether real or personal, tangible or intangible), whether now owned or after
acquired, except for Permitted Liens.

         8.3      Nature of Business.

         No Credit Party will, nor will it permit any of its Subsidiaries to,
alter the character of its business from that conducted as of the Closing Date
or engage in any business other than the business conducted as of the Closing
Date.

         8.4      Consolidation and Merger.

         No Credit Party will enter into any transaction of merger or
consolidation or liquidate, wind up or dissolve itself (or suffer any
liquidation or dissolution); provided that notwithstanding the foregoing
provisions of this Section 8.4, (a) any Credit Party may be merged or
consolidated with or into another Credit Party; provided that (i) if the
transaction is between a Borrower and another Credit Party such Borrower is
the continuing or surviving entity; (ii) the Administrative Agent is 

                                      71
<PAGE>

given prior written notice of such action, and the Credit Parties execute and
deliver such documents, instruments and certificates as the Administrative
Agent may reasonably request; (iii) after giving effect thereto no Default or
Event of Default exists; and (iv) during any Collateral Period, the Lenders
continue to have a first priority perfected Lien on the appropriate Collateral
and (b) upon prior written notification to the Administrative Agent, as long
as no Default or Event of Default exists, a Credit Party that has no assets
and no revenues may be dissolved.

         8.5      Sale or Lease of Assets.

         (a) No Property may be conveyed, sold, leased, transferred or
otherwise disposed of except (i) the Properties as indicated on Schedule 8.5
as long as such conveyance, sale, lease, transfer or other disposal occurs on
or before March 31, 1999 or (ii) such other Properties if, after giving effect
thereto, (A) the Credit Parties are in compliance on a Pro Forma Basis with
the financial covenants set forth in Section 7.2 and (B) no Default or Event
of Default exists.

         (b) No equity interest in any Credit Party may be conveyed, sold,
transferred or otherwise disposed of except (i) the transfers of equity
interests as indicated on Schedule 8.5 as long as such conveyance, sale,
transfer or disposal occurs on or before March 31, 1999 or (ii) such other
equity interests if, after giving effect thereto (i) the Credit Parties are in
compliance on a Pro Forma Basis with the financial covenants set forth in
Section 7.2 and (ii) no Default or Event of Default exists; provided that any
sale of an equity interest in a Borrower is subject to Section 9.1(i). Upon
the sale of an equity interest in a Guarantor in conformance with the terms
hereof, if after the sale of such equity interest such Guarantor is no longer
a Material Subsidiary the Lenders agree to release such Guarantor from its
obligations hereunder.

         8.6      Advances, Investments and Loans.

         Neither the Credit Parties nor any of their Subsidiaries will (a)
make any Investments except for Permitted Investments or (b) so long as
Brandywine Realty Services Partnership ("BRSP") is named in Section 2.5, make
any Investments in BRSP (whether or not such Investment would otherwise be a
Permitted Investment) or otherwise cause or permit BRSP to be a Subsidiary of
any Credit Party.

         8.7      Restricted Payments.

                  (a) No Credit Party will, directly or indirectly, declare or
         pay any dividends or make any other distribution upon any of its
         shares of beneficial interests or any shares of its capital stock of
         any class or with respect to any of its partnership interests that
         exceeds, in the aggregate, 90% of Funds From Operations earned
         subsequent to the Effective Date; provided that (i) any Subsidiary of
         a Credit Party may pay dividends or make distributions to its parent
         and (ii) BRT may pay such dividends as is necessary to maintain its
         status as a REIT.

                  (b) Except as permitted by Section 8.6 and except for the
         conversion of partnership units of BOP into cash or into shares of
         beneficial interest of BRT, no Credit Party will, nor will it permit
         any of its Subsidiaries to, at any time, for cash, purchase, redeem
         or otherwise acquire or retire or make any provisions for redemption,
         acquisition or retirement of any shares of its capital stock of any
         class or any warrants or options to purchase any such shares or with
         respect to any of its partnership interests.

                                      72
<PAGE>

         8.8      Transactions with Affiliates.

         No Credit Party will, nor will it permit any of its Subsidiaries to,
enter into any transaction or series of transactions, whether or not in the
ordinary course of business, with any officer, director, shareholder,
Subsidiary or Affiliate other than on terms and conditions substantially as
favorable as would be obtainable in a comparable arm's-length transaction with
a Person other than an officer, director, shareholder, Subsidiary or
Affiliate.

         8.9      Fiscal Year; Organizational Documents.

         No Credit Party will (a) change its fiscal year or (b) change its
articles or certificate of incorporation, its bylaws, its declaration of
trust, its limited liability company agreement, its articles or certificate of
partnership or partnership agreement or any other organization or formation
documents in any manner that would have an adverse effect of the rights of the
Lenders under the Credit Documents; provided that (i) BRT may take such
action, with prior written notice to the Administrative Agent, as is necessary
to maintain its status as a REIT and (ii) the Credit Parties will provide
prompt written notice of any change to be made in compliance with the terms of
this Section 8.9.

         8.10     Limitations.

         No Credit Party will, nor will it permit any of its Subsidiaries to,
directly or indirectly, create or otherwise cause, incur, assume, suffer or
permit to exist or become effective any consensual encumbrance or restriction
of any kind on the ability of any such Person to pay any Indebtedness owed to
the Credit Parties.

         8.11     Other Negative Pledges.

         The Credit Parties will not enter into, assume or become subject to
any agreement prohibiting or otherwise restricting the creation or assumption
of any Lien upon its properties or assets, whether now owned or hereafter
acquired, or requiring the grant of any security for such obligation if
security is given for some other obligation except as provided under the
Credit Documents.

         8.12     Construction and Development.

         The Credit Parties shall not engage in construction and development
projects in which the total project costs of all such concurrent construction
and development projects exceed, in the aggregate at any one time, 15% of
Total Assets (it being understood and agreed for purposes of this Section 8.12
that a project shall be considered under construction and/or development until
a certificate of occupancy therefore (or other similar certificate) shall have
been issued by the applicable Governmental Authority).

                                      73
<PAGE>

                                   SECTION 9

                               EVENTS OF DEFAULT
                               -----------------

         9.1      Events of Default.

         An Event of Default shall exist upon the occurrence of any of the
following specified events (each an "Event of Default"):

                  (a) Payment. The Credit Parties shall default in the payment
         (i) when due of any principal amount of any Loans or any
         reimbursement obligation arising from drawings under Letters of
         Credit or (ii) within three days of when due of any interest on the
         Loans or any fees or other amounts owing hereunder, under any of the
         other Credit Documents or in connection herewith.

                  (b) Representations. Any representation, warranty or
         statement made or deemed to be made by any Credit Party herein, in
         any of the other Credit Documents, or in any statement or certificate
         delivered or required to be delivered pursuant hereto or thereto
         shall prove untrue in any material respect on the date as of which it
         was made or deemed to have been made.

                  (c)      Covenants.  Any Credit Party shall:

                                 (i) default in the due performance or
                  observance of any term, covenant or agreement contained in
                  Sections 7.2, 7.3, 7.10, 7.11, 7.12, 7.14, 7.17 or 8.1
                  through 8.12 inclusive; provided that if the Credit Parties
                  fail to comply with Section 7.2(e) solely as a result of a
                  change in the Capitalization Rate by the Lenders, a Default
                  or an Event of Default shall not exist unless the Credit
                  Parties also fail to comply with Section 7.2(e) as of the
                  last day of any subsequent fiscal quarter of the Credit
                  Parties; or

                                (ii) default in the due performance or
                  observance by it of any term, covenant or agreement
                  contained in Section 7.1 and such default shall continue
                  unremedied for a period of five Business Days after the
                  earlier of a Credit Party becoming aware of such default or
                  notice thereof given by the Administrative Agent; or

                               (iii) default in the due performance or
                  observance by it of any term, covenant or agreement (other
                  than those referred to in subsections (a), (b) or (c)(i) or
                  (ii) of this Section 9.1) contained in this Credit Agreement
                  and such default shall continue unremedied for a period of
                  at least 30 days after the earlier of a Credit Party
                  becoming aware of such default or notice thereof given by
                  the Administrative Agent.

                  (d) Other Credit Documents. (i) Any Credit Party shall
         default in the due performance or observance of any term, covenant or
         agreement in any of the other Credit Documents and such default shall
         continue unremedied for a period of at least 30 days after 

                                      74
<PAGE>

         the earlier of a Credit Party becoming aware of such default or
         notice thereof given by the Administrative Agent, or (ii) any Credit
         Document (or any provision of any Credit Document, including Section
         4 of the Credit Agreement) shall fail to be in full force and effect
         or any Credit Party shall so assert or any Credit Document shall fail
         to give the Administrative Agent and/or the Lenders the security
         interests, liens, rights, powers and privileges purported to be
         created thereby.

                  (e) Bankruptcy, etc. The occurrence of any of the following
         with respect to any Credit Party or any of its Subsidiaries (i) a
         court or governmental agency having jurisdiction in the premises
         shall enter a decree or order for relief in respect of any Credit
         Party or any of its Subsidiaries in an involuntary case under any
         applicable bankruptcy, insolvency or other similar law now or
         hereafter in effect, or appoint a receiver, liquidator, assignee,
         custodian, trustee, sequestrator or similar official of any Credit
         Party or any of its Subsidiaries or for any substantial part of its
         property or ordering the winding up or liquidation of its affairs; or
         (ii) an involuntary case under any applicable bankruptcy, insolvency
         or other similar law now or hereafter in effect is commenced against
         any Credit Party or any of its Subsidiaries and such petition remains
         unstayed and in effect for a period of 60 consecutive days; or (iii)
         any Credit Party or any of its Subsidiaries shall commence a
         voluntary case under any applicable bankruptcy, insolvency or other
         similar law now or hereafter in effect, or consent to the entry of an
         order for relief in an involuntary case under any such law, or
         consent to the appointment or taking possession by a receiver,
         liquidator, assignee, custodian, trustee, sequestrator or similar
         official of such Person or any substantial part of its property or
         make any general assignment for the benefit of creditors; or (iv) any
         Credit Party or any of its Subsidiaries shall admit in writing its
         inability to pay its debts generally as they become due or any action
         shall be taken by such Person in furtherance of any of the aforesaid
         purposes.

                  (f) Defaults under Other Agreements. With respect to any
         recourse Indebtedness (other than Indebtedness outstanding under this
         Credit Agreement) of any Credit Party or any of its Subsidiaries in
         an aggregate principal amount in excess of $10,000,000, (i) a Credit
         Party or one of its Subsidiaries shall (A) default in any payment
         (beyond the applicable grace period with respect thereto, if any)
         with respect to any such recourse Indebtedness, or (B) default (after
         giving effect to any applicable grace period) in the observance or
         performance of any term, covenant or agreement relating to such
         recourse Indebtedness or contained in any instrument or agreement
         evidencing, securing or relating thereto, or any other event or
         condition shall occur or condition exist, the effect of which default
         or other event or condition is to cause, or permit, the holder or
         holders of such recourse Indebtedness (or trustee or agent on behalf
         of such holders) to cause (determined without regard to whether any
         notice or lapse of time is required) any such recourse Indebtedness
         to become due prior to its stated maturity; or (ii) any such recourse
         Indebtedness shall be declared due and payable, or required to be
         prepaid other than by a regularly scheduled required prepayment prior
         to the stated maturity thereof; or (iii) any such Indebtedness shall
         mature and remain unpaid. With respect to any nonrecourse
         Indebtedness of any Credit Party or any of its Subsidiaries in an
         aggregate principal amount in excess of $20,000,000, a default in
         payment (whether by acceleration or otherwise) shall occur and such
         payment default is not cured or waived within sixty days after the
         occurrence thereof.

                                      75
<PAGE>

                  (g) Judgments. One or more judgments, orders, or decrees
         shall be entered against any one or more of the Credit Party
         involving a liability of $10,000,000 or more, in the aggregate (to
         the extent not paid or covered by insurance provided by a carrier who
         has acknowledged coverage), and such judgments, orders or decrees (i)
         are the subject of any enforcement proceeding commenced by any
         creditor or (ii) shall continue unsatisfied, undischarged and
         unstayed for a period ending on the first to occur of (A) the last
         day on which such judgment, order or decree becomes final and
         unappealable or (B) 20 days.

                  (h) ERISA Events. The occurrence of any of the following
         events or conditions, unless such event or occurrence would not have
         or be reasonably expected to have a Material Adverse Effect: (1) any
         "accumulated funding deficiency," as such term is defined in Section
         302 of ERISA and Section 412 of the Code, whether or not waived,
         shall exist with respect to any Plan, or any lien shall arise on the
         assets of a Credit Party or any ERISA Affiliate in favor of the PBGC
         or a Plan; (2) an ERISA Event shall occur with respect to a Single
         Employer Plan, which is, in the reasonable opinion of the
         Administrative Agent, likely to result in the termination of such
         Plan for purposes of Title IV of ERISA; (3) an ERISA Event shall
         occur with respect to a Multiemployer Plan or Multiple Employer Plan,
         which is, in the reasonable opinion of the Administrative Agent,
         likely to result in (i) the termination of such Plan for purposes of
         Title IV of ERISA, or (ii) a Credit Party or any ERISA Affiliate
         incurring any liability in connection with a withdrawal from,
         reorganization of (within the meaning of Section 4241 of ERISA), or
         insolvency (within the meaning of Section 4245 of ERISA) of such
         Plan; or (4) any prohibited transaction (within the meaning of
         Section 406 of ERISA or Section 4975 of the Code) or breach of
         fiduciary responsibility shall occur which may subject a Credit Party
         or any ERISA Affiliate to any liability under Sections 406, 409,
         502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any
         agreement or other instrument pursuant to which a Credit Party or any
         ERISA Affiliate has agreed or is required to indemnify any person
         against any such liability.

                  (i) Ownership. There shall occur a Change of Control.

                  (j) Management. Gerard Sweeney is no longer active in the
         management of the Credit Parties and their Subsidiaries; provided
         that upon the death or disability of Gerard Sweeney, the Credit
         Parties and their Subsidiaries shall have six months to provide the
         Administrative Agent with substitute personnel as replacement; such
         substitute personnel to be acceptable to the Administrative Agent in
         its sole reasonable discretion.

                  (k) REIT Status. BRT does not maintain its REIT status or is
         no longer deemed to be a REIT.

                  (l) Bridge Facility. An Event of Default (as defined in the
         Bridge Facility) occurs.

         9.2      Acceleration; Remedies.

         Upon the occurrence of an Event of Default, and at any time
thereafter unless and until such Event of Default has been waived in writing
by the Required Lenders (or the Lenders as may be required hereunder), the
Administrative Agent shall, upon the request and direction of Lenders

                                      76
<PAGE>

whose aggregate Credit Exposure constitutes at least 66 2/3% of the Credit
Exposure of all Lenders, by written notice to the Borrowers, take any of the
following actions without prejudice to the rights of the Administrative Agent
or any Lender to enforce its claims against the Borrowers, except as otherwise
specifically provided for herein:

                  (a) Termination of Commitments. Declare the Commitments
         terminated whereupon the Commitments shall be immediately terminated.

                  (b) Acceleration of Loans. Declare the unpaid principal of
         and any accrued interest in respect of all Loans, any reimbursement
         obligations arising from drawings under Letters of Credit and any and
         all other indebtedness or obligations of any and every kind owing by
         a Credit Party to any of the Lenders hereunder to be due whereupon
         the same shall be immediately due and payable without presentment,
         demand, protest or other notice of any kind, all of which are hereby
         waived by the Credit Parties.

                  (c) Cash Collateral. Direct the Credit Parties to pay (and
         the Credit Parties agree that upon receipt of such notice, or upon
         the occurrence of an Event of Default under Section 9.1(e), they will
         immediately pay) to the Administrative Agent additional cash, to be
         held by the Administrative Agent, for the benefit of the Lenders, in
         a cash collateral account as additional security for the LOC
         Obligations in respect of subsequent drawings under all then
         outstanding Letters of Credit in an amount equal to the maximum
         aggregate amount which may be drawn under all Letters of Credits then
         outstanding.

                  (d) Enforcement of Rights. Enforce any and all rights and
         interests created and existing under the Credit Documents, including,
         without limitation, all rights and remedies existing under the
         Collateral Documents or against a Guarantor and all rights of
         set-off.

Notwithstanding the foregoing, if an Event of Default specified in Section
9.1(e) shall occur, then the Commitments shall automatically terminate and all
Loans, all accrued interest in respect thereof, all accrued and unpaid fees,
all reimbursement obligations under Letters of Credit and all other
indebtedness or obligations owing to the Lenders hereunder shall immediately
become due and payable without the giving of any notice or other action by the
Administrative Agent or the Lenders, which notice or other action is expressly
waived by the Credit Parties.

Notwithstanding the fact that enforcement powers reside primarily with the
Administrative Agent, each Lender has, to the extent permitted by law, a
separate right of payment and shall be considered a separate "creditor"
holding a separate "claim" within the meaning of Section 101(5) of the
Bankruptcy Code or any other insolvency statute.

         9.3      Allocation of Payments After Event of Default.

         Notwithstanding any other provisions of this Credit Agreement, after
the occurrence and during the continuance of an Event of Default, all amounts
collected or received by the Administrative Agent, or any Lender on account of
amounts outstanding under any of the Credit Documents, or in respect of the
Collateral, shall be paid over or delivered as follows:

                                      77
<PAGE>

                  FIRST, to the payment of all reasonable out-of-pocket costs
         and expenses (including without limitation reasonable attorneys'
         fees) of the Administrative Agent in connection with enforcing the
         rights of the Lenders under the Credit Documents and any protective
         advances made by the Administrative Agent with respect to the
         Collateral pursuant to the terms of the Collateral Documents;

                  SECOND, to payment of any fees owed to the Administrative
         Agent;

                  THIRD, to the payment of all reasonable out-of-pocket costs
         and expenses, (including, without limitation, reasonable attorneys'
         fees) of each of the Lenders in connection with enforcing its rights
         under the Credit Documents;

                  FOURTH, to the payment of all accrued fees and interest
         payable to the Lenders hereunder;

                  FIFTH, to the payment of the outstanding principal amount of
         the Loans, and unreimbursed drawings under Letters of Credit, to the
         payment or cash collateralization of the outstanding LOC Obligations
         pro rata, as set forth below;

                  SIXTH, to all other obligations which shall have become due
         and payable under the Credit Documents and not repaid pursuant to
         clauses "FIRST" through "FIFTH" above; and

                  SEVENTH, to the payment of the surplus, if any, to whoever
         may be lawfully entitled to receive such surplus.

In carrying out the foregoing, (a) amounts received shall be applied in the
numerical order provided until exhausted prior to application to the next
succeeding category; (b) each of the Lenders shall receive an amount equal to
its pro rata share (based on the proportion that the then outstanding Loans
and LOC Obligations held by such Lender bears to the aggregate then
outstanding Loans and LOC Obligations) of amounts available to be applied
pursuant to clauses "THIRD", "FOURTH," "FIFTH," and "SIXTH" above and (c) to
the extent that any amounts available for distribution pursuant to clause
"FIFTH" above are attributable to the issued by undrawn amount of outstanding
Letters of Credit, such amounts shall be held by the Administrative Agent in a
cash collateral account and applied (x) first, to reimburse the Issuing Lender
from time to time for any drawings under such Letters of Credit and (y) then,
following the expiration of all Letters of Credit, to all other obligations of
the types described in clauses "FIFTH" and "SIXTH" above in the manner
provided in this Section 9.3.


                                  SECTION 10

                               AGENCY PROVISIONS
                               -----------------

         10.1     Appointment.

         Each Lender hereby designates and appoints NationsBank, N.A. as
Administrative Agent of such Lender to act as specified herein and the other
Credit Documents, and each such Lender

                                      78
<PAGE>

hereby authorizes the Administrative Agent, as the agent for such Lender, to
take such action on its behalf under the provisions of this Credit Agreement
and the other Credit Documents and to exercise such powers and perform such
duties as are expressly delegated by the terms hereof and of the other Credit
Documents, together with such other powers as are reasonably incidental
thereto. Notwithstanding any provision to the contrary elsewhere herein and in
the other Credit Documents, the Administrative Agent shall not have any duties
or responsibilities, except those expressly set forth herein and therein, or
any fiduciary relationship with any Lender, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read
into this Credit Agreement or any of the other Credit Documents, or shall
otherwise exist against the Administrative Agent. The provisions of this
Section are solely for the benefit of the Administrative Agent and the Lenders
and none of the Credit Parties shall have any rights as a third party
beneficiary of the provisions hereof. In performing its functions and duties
under this Credit Agreement and the other Credit Documents, the Administrative
Agent shall act solely as an agent of the Lenders and does not assume and
shall not be deemed to have assumed any obligation or relationship of agency
or trust with or for any Credit Parties.

         10.2     Delegation of Duties.

         The Administrative Agent may execute any of its duties hereunder or
under the other Credit Documents by or through agents or attorneys-in-fact and
shall be entitled to advice of counsel concerning all matters pertaining to
such duties. The Administrative Agent shall not be responsible for the
negligence or misconduct of any agents or attorneys-in-fact selected by it
with reasonable care.

         10.3     Exculpatory Provisions.

         Neither the Administrative Agent nor any of its officers, directors,
employees, agents, attorneys-in-fact or affiliates shall be (a) liable for any
action lawfully taken or omitted to be taken by it or such Person under or in
connection herewith or in connection with any of the other Credit Documents
(except for its or such Person's own gross negligence or willful misconduct)
or (b) responsible in any manner to any of the Lenders for any recitals,
statements, representations or warranties made by any of the Credit Parties
contained herein or in any of the other Credit Documents or in any
certificate, report, document, financial statement or other written or oral
statement referred to or provided for in, or received by the Administrative
Agent under or in connection herewith or in connection with the other Credit
Documents, or enforceability or sufficiency therefor of any of the other
Credit Documents, or for any failure of the Credit Parties to perform their
obligations hereunder or thereunder. The Administrative Agent shall not be
responsible to any Lender for the effectiveness, genuineness, validity,
enforceability, collectibility or sufficiency of this Credit Agreement, or any
of the other Credit Documents or for any representations, warranties, recitals
or statements made herein or therein or made by the Credit Parties in any
written or oral statement or in any financial or other statements,
instruments, reports, certificates or any other documents in connection
herewith or therewith furnished or made by the Administrative Agent to the
Lenders or by or on behalf of the Credit Parties to the Administrative Agent
or any Lender or be required to ascertain or inquire as to the performance or
observance of any of the terms, conditions, provisions, covenants or
agreements contained herein or therein or as to the use of the proceeds of the
Loans or the use of the Letters of Credit or of the existence or possible
existence of any Default or Event of Default or to inspect the properties,
books or records 

                                      79
<PAGE>

of the Credit Parties. The Administrative Agent is not a trustee for the
Lenders and owes no fiduciary duty to the Lenders.

         10.4     Reliance on Communications.

         The Administrative Agent shall be entitled to rely, and shall be
fully protected in relying, upon any note, writing, resolution, notice,
consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex
or teletype message, statement, order 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, without limitation, counsel to any of the Credit Parties,
independent accountants and other experts selected by the Administrative Agent
with reasonable care). The Administrative Agent may deem and treat each Lender
as the owner of its interests hereunder for all purposes unless a written
notice of assignment, negotiation or transfer thereof shall have been filed
with the Administrative Agent in accordance with Section 11.3(b). The
Administrative Agent shall be fully justified in failing or refusing to take
any action under this Credit Agreement or under any of the other Credit
Documents unless it shall first receive such advice or concurrence of the
Required Lenders as it deems appropriate or it shall first be indemnified to
its satisfaction by the Lenders 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, hereunder or under any of the other
Credit Documents in accordance with a request of the Required Lenders (or to
the extent specifically provided in Section 11.6, all the Lenders) and such
request and any action taken or failure to act pursuant thereto shall be
binding upon all the Lenders (including their successors and assigns).

         10.5     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 hereunder unless
the Administrative Agent has received notice from a Lender or a Credit Party
referring to the Credit Document, describing such Default or Event of Default
and stating that such notice is a "notice of default." In the event that the
Administrative Agent receives such a notice, the Administrative Agent shall
give prompt notice thereof to the Lenders. The Administrative Agent shall take
such action with respect to such Default or Event of Default as shall be
reasonably directed by the Required Lenders.

         10.6     Non-Reliance on Administrative Agent and Other Lenders.

         Each Lender expressly acknowledges that neither the Administrative
Agent, NMS nor any of their officers, directors, employees, agents,
attorneys-in-fact or affiliates has made any representations or warranties to
it and that no act by the Administrative Agent, NMS or any affiliate thereof
hereinafter taken, including any review of the affairs of any Credit Party,
shall be deemed to constitute any representation or warranty by the
Administrative Agent or NMS to any Lender. Each Lender represents to the
Administrative Agent and NMS that it has, independently and without reliance
upon the Administrative Agent or NMS or any other Lender, and based on such
documents and information as it has deemed appropriate, made its own appraisal
of and investigation into the business, assets, operations, property,
financial and other conditions, prospects and creditworthiness of the Credit
Parties and made its own decision to make its Loans hereunder and enter into
this 

                                      80
<PAGE>

Credit Agreement. Each Lender also represents that it will, independently
and without reliance upon the Administrative Agent, NMS 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 analysis, appraisals and decisions
in taking or not taking action under this Credit Agreement, and to make such
investigation as it deems necessary to inform itself as to the business,
assets, operations, property, financial and other conditions, prospects and
creditworthiness of the Credit Parties. Except for notices, reports and other
documents expressly required to be furnished to the Lenders by the
Administrative Agent hereunder, the Administrative Agent and NMS shall not
have any duty or responsibility to provide any Lender with any credit or other
information concerning the business, operations, assets, property, financial
or other conditions, prospects or creditworthiness of the Credit Parties which
may come into the possession of the Administrative Agent, NMS or any of their
officers, directors, employees, agents, attorneys-in-fact or affiliates.

         10.7     Indemnification.

         The Lenders agree to indemnify the Administrative Agent in its
capacity as such (to the extent not reimbursed by the Credit Parties and
without limiting the obligation of the Credit Parties to do so), ratably
according to their respective Commitments (or if the Commitments have expired
or been terminated, in accordance with the respective principal amounts of
outstanding Loans and Participation Interest of the Lenders), from and against
any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind whatsoever
which may at any time (including without limitation at any time following
payment in full of the Obligations) be imposed on, incurred by or asserted
against the Administrative Agent in its capacity as such in any way relating
to or arising out of this Credit Agreement or the other Credit Documents or
any documents contemplated by or referred to herein or therein or the
transactions contemplated hereby or thereby or any action taken or omitted by
the Administrative Agent under or in connection with any of the foregoing;
provided that no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements resulting from the gross negligence or
willful misconduct of the Administrative Agent. If any indemnity furnished to
the Administrative Agent for any purpose shall, in the opinion of the
Administrative Agent, be insufficient or become impaired, the Administrative
Agent may call for additional indemnity and cease, or not commence, to do the
acts indemnified against until such additional indemnity is furnished. The
agreements in this Section shall survive the payment of the Obligations and
all other amounts payable hereunder and under the other Credit Documents.

         10.8     Administrative Agent in Its Individual Capacity.

         The Administrative Agent and its affiliates may make loans to, accept
deposits from and generally engage in any kind of business with the Credit
Parties as though the Administrative Agent were not the Administrative Agent
hereunder. With respect to the Loans made and Letters of Credit issued and all
obligations owing to it, the Administrative Agent shall have the same rights
and powers under this Credit Agreement as any Lender and may exercise the same
as though it were not the Administrative Agent, and the terms "Lender" and
"Lenders" shall include the Administrative Agent in its individual capacity.

                                      81
<PAGE>

         10.9     Successor Agent.

         The Administrative Agent may, at any time, resign upon 20 days
written notice to the Lenders. Upon any such resignation, the Required Lenders
shall have the right to appoint a successor Administrative Agent. If no
successor Administrative Agent shall have been so appointed by the Required
Lenders, and shall have accepted such appointment, within 45 days after the
notice of resignation, then the retiring Administrative Agent shall select a
successor Administrative Agent provided such successor is a Lender hereunder
or an Eligible Assignee. Upon the acceptance of any appointment as the
Administrative Agent hereunder by a successor, such successor Administrative
Agent shall thereupon succeed to and become vested with all the rights,
powers, privileges and duties of the retiring Administrative Agent, and the
retiring Administrative Agent shall be discharged from its duties and
obligations as the Administrative Agent, as appropriate, under this Credit
Agreement and the other Credit Documents and the provisions of this Section
10.9 shall inure to its benefit as to any actions taken or omitted to be taken
by it while it was the Administrative Agent under this Credit Agreement.


                                  SECTION 11

                                 MISCELLANEOUS
                                 -------------

         11.1     Notices.

         Except as otherwise expressly provided herein, all notices and other
communications shall have been duly given and shall be effective (a) when
delivered, (b) when transmitted via telecopy (or other facsimile device) to
the number set out below, (c) the Business Day following the day on which the
same has been delivered prepaid to a reputable national overnight air courier
service, or (d) the third Business Day following the day on which the same is
sent by certified or registered mail, postage prepaid, in each case to the
respective parties at the address or telecopy numbers set forth on Schedule
11.1, or at such other address as such party may specify by written notice to
the other parties hereto.

         11.2     Right of Set-Off.

         In addition to any rights now or hereafter granted under applicable
law or otherwise, and not by way of limitation of any such rights, upon the
occurrence of an Event of Default and the commencement of remedies described
in Section 9.2, each Lender is authorized at any time and from time to time,
without presentment, demand, protest or other notice of any kind (all of which
rights being hereby expressly waived), to set-off and to appropriate and apply
any and all deposits (general or special) and any other indebtedness at any
time held or owing by such Lender (including, without limitation, branches,
agencies or Affiliates of such Lender wherever located) to or for the credit
or the account of any Credit Party against obligations and liabilities of such
Credit Party to the Lenders hereunder, under the Notes, the other Credit
Documents or otherwise, irrespective of whether the Administrative Agent or
the Lenders shall have made any demand hereunder and although such
obligations, liabilities or claims, or any of them, may be contingent or
unmatured, and any such set-off shall be deemed to have been made immediately
upon the occurrence of an Event of Default even though such charge is made or
entered on the books of such 

                                      82
<PAGE>

Lender subsequent thereto. The Credit Parties hereby agree that any Person
purchasing a participation in the Loans and Commitments hereunder pursuant to
Section 11.3(c) or 3.8 may exercise all rights of set-off with respect to its
participation interest as fully as if such Person were a Lender hereunder.

         11.3     Benefit of Agreement.

                  (a) Generally. This Credit Agreement shall be binding upon
         and inure to the benefit of and be enforceable by the respective
         successors and assigns of the parties hereto; provided that none of
         the Credit Parties may assign and transfer any of its interests
         (except as permitted by Sections 8.4 or 8.5) without the prior
         written consent of the Lenders; and provided further that the rights
         of each Lender to transfer, assign or grant participations in its
         rights and/or obligations hereunder shall be limited as set forth
         below in subsections (b) and (c) of this Section 11.3.
         Notwithstanding the above (including anything set forth in
         subsections (b) and (c) of this Section 11.3), nothing herein shall
         restrict, prevent or prohibit any Lender from (A) pledging its Loans
         hereunder to a Federal Reserve Bank in support of borrowings made by
         such Lender from such Federal Reserve Bank, or (B) granting
         assignments or participations in such Lender's Loans and/or
         Commitments hereunder to its parent company and/or to any Affiliate
         of such Lender or to any existing Lender or Affiliate thereof.

                  (b) Assignments. In addition to the assignments permitted by
         Section 11.3(a), each Lender may, with the prior written consent of
         the Borrowers and the Administrative Agent (provided that no consent
         of the Borrowers shall be required during the existence and
         continuation of an Event of Default), which consent shall not be
         unreasonably withheld or delayed, assign all or a portion of its
         rights and obligations hereunder pursuant to an assignment agreement
         substantially in the form of Exhibit 11.3 to one or more Eligible
         Assignees; provided that (i) any such assignment shall be in a
         minimum aggregate amount of $10,000,000 of the Commitments and in
         integral multiples of $1,000,000 above such amount (or the remaining
         amount of Commitments held by such Lender) and (ii) each such
         assignment shall be of a constant, not varying, percentage of all of
         the assigning Lender's rights and obligations under the Commitment
         being assigned. Any assignment hereunder shall be effective upon
         satisfaction of the conditions set forth above and delivery to the
         Administrative Agent of a duly executed assignment agreement together
         with a transfer fee of $3,500 payable to the Administrative Agent for
         its own account. Upon the effectiveness of any such assignment, the
         assignee shall become a "Lender" for all purposes of this Credit
         Agreement and the other Credit Documents and, to the extent of such
         assignment, the assigning Lender shall be relieved of its obligations
         hereunder to the extent of the Loans and Commitment components being
         assigned. The Borrowers agree that upon notice of any such assignment
         and surrender of the appropriate Note or Notes, it will promptly
         provide to the assigning Lender and to the assignee separate
         promissory notes in the amount of their respective interests
         substantially in the form of the original Note or Notes (but with
         notation thereon that it is given in substitution for and replacement
         of the original Note or Notes or any replacement notes thereof).

         By executing and delivering an assignment agreement in accordance
         with this Section 11.3(b), the assigning Lender thereunder and the
         assignee thereunder shall be deemed to 

                                      83
<PAGE>

         confirm to and agree with each other and the other parties hereto as
         follows: (i) such assigning Lender warrants that it is the legal and
         beneficial owner of the interest being assigned thereby free and
         clear of any adverse claim and the assignee warrants that it is an
         Eligible Assignee; (ii) except as set forth in clause (i) above, such
         assigning Lender makes no representation or warranty and assumes no
         responsibility with respect to any statements, warranties or
         representations made in or in connection with this Credit Agreement,
         any of the other Credit Documents or any other instrument or document
         furnished pursuant hereto or thereto, or the execution, legality,
         validity, enforceability, genuineness, sufficiency or value of this
         Credit Agreement, any of the other Credit Documents or any other
         instrument or document furnished pursuant hereto or thereto or the
         financial condition of any Credit Party or the performance or
         observance by any Credit Party of any of its obligations under this
         Credit Agreement, any of the other Credit Documents or any other
         instrument or document furnished pursuant hereto or thereto; (iii)
         such assignee represents and warrants that it is legally authorized
         to enter into such assignment agreement; (iv) such assignee confirms
         that it has received a copy of this Credit Agreement, the other
         Credit Documents and such other documents and information as it has
         deemed appropriate to make its own credit analysis and decision to
         enter into such assignment agreement; (v) such assignee will
         independently and without reliance upon the Administrative Agent,
         such assigning Lender 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 this Credit Agreement and the other Credit Documents;
         (vi) such assignee appoints and authorizes the Administrative Agent
         to take such action on its behalf and to exercise such powers under
         this Credit Agreement or any other Credit Document as are delegated
         to the Administrative Agent by the terms hereof or thereof, together
         with such powers as are reasonably incidental thereto; and (vii) such
         assignee agrees that it will perform in accordance with their terms
         all the obligations which by the terms of this Credit Agreement and
         the other Credit Documents are required to be performed by it as a
         Lender.

                  (c) Participations. Each Lender may sell, transfer, grant or
         assign participations in all or any part of such Lender's interests
         and obligations hereunder; provided that (i) such selling Lender
         shall remain a "Lender" for all purposes under this Credit Agreement
         (such selling Lender's obligations under the Credit Documents
         remaining unchanged) and the participant shall not constitute a
         Lender hereunder, (ii) no such participant shall have, or be granted,
         rights to approve any amendment or waiver relating to this Credit
         Agreement or the other Credit Documents except to the extent any such
         amendment or waiver would (A) reduce the principal of or rate of
         interest on or fees in respect of any Loans in which the participant
         is participating or increase any Commitments with respect thereto, or
         (B) postpone the date fixed for any payment of principal (including
         the extension of the final maturity of any Loan or the date of any
         mandatory prepayment), interest or fees in which the participant is
         participating, (iii) sub-participations by the participant (except to
         an Affiliate, parent company or Affiliate of a parent company of the
         participant) shall be prohibited and (iv) any such participations
         shall be in a minimum aggregate amount of $10,000,000 of the
         Commitments and in integral multiples of $1,000,000 in excess
         thereof. In the case of any such participation, the participant shall
         not have any rights under this Credit Agreement or the other Credit
         Documents (the participant's rights against the selling Lender in
         respect of such participation to be those set forth in the
         participation agreement with such Lender creating such participation)
         and all amounts payable by the Credit Parties hereunder shall be

                                      84
<PAGE>

         determined as if such Lender had not sold such participation;
         provided, however, that such participant shall be entitled to receive
         additional amounts under Sections 3.9, 3.12, 3.13 and 3.14 to the
         same extent that the Lender from which such participant acquired its
         participation would be entitled to the benefit of such cost
         protection provisions.

         11.4     No Waiver; Remedies Cumulative.

         No failure or delay on the part of the Administrative Agent or any
Lender in exercising any right, power or privilege hereunder or under any
other Credit Document and no course of dealing between the Credit Parties and
the Administrative Agent or any Lender shall operate as a waiver thereof; nor
shall any single or partial exercise of any right, power or privilege
hereunder or under any other Credit Document preclude any other or further
exercise thereof or the exercise of any other right, power or privilege
hereunder or thereunder. The rights and remedies provided herein are
cumulative and not exclusive of any rights or remedies which the
Administrative Agent or any Lender would otherwise have. No notice to or
demand on any Credit Party in any case shall entitle any Credit Party to any
other or further notice or demand in similar or other circumstances or
constitute a waiver of the rights of the Administrative Agent or the Lenders
to any other or further action in any circumstances without notice or demand.

         11.5     Payment of Expenses; Indemnification.

         The Credit Parties agree to: (a) pay all reasonable out-of-pocket
costs and expenses of (i) the Administrative Agent and NMS in connection with
(A) the negotiation, preparation, execution and delivery, syndication and
administration of this Credit Agreement and the other Credit Documents and the
documents and instruments referred to therein (including, without limitation,
the reasonable fees and expenses of Moore & Van Allen, special counsel to the
Administrative Agent, and (B) any amendment, waiver or consent relating hereto
and thereto including, but not limited to, any such amendments, waivers or
consents resulting from or related to any work-out, renegotiation or
restructure relating to the performance by the Credit Parties under this
Credit Agreement, and (ii) the Administrative Agent and the Lenders in
connection with (A) enforcement of the Credit Documents and the documents and
instruments referred to therein, including, without limitation, in connection
with any such enforcement, the reasonable fees and disbursements of counsel
for the Administrative Agent and each of the Lenders, and (B) any bankruptcy
or insolvency proceeding of a Credit Party of any of its Subsidiaries, and (b)
indemnify the Administrative Agent, NMS and each Lender, its officers,
directors, employees, representatives and agents from and hold each of them
harmless against any and all losses, liabilities, claims, damages or expenses
incurred by any of them as a result of, or arising out of, or in any way
related to, or by reason of, any investigation, litigation or other proceeding
(whether or not the Administrative Agent, NMS or any Lender is a party
thereto) related to (i) the entering into and/or performance of any Credit
Document or the use of proceeds of any Loans (including other extensions of
credit) hereunder or the consummation of any other transactions contemplated
in any Credit Document, including, without limitation, the reasonable fees and
disbursements of counsel incurred in connection with any such investigation,
litigation or other proceeding (but excluding any such losses, liabilities,
claims, damages or expenses to the extent incurred by reason of gross
negligence or willful misconduct on the part of the Person to be indemnified),
(ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxes.

                                      85
<PAGE>

         11.6     Amendments, Waivers and Consents.

         Neither this Credit Agreement nor any other Credit Document nor any
of the terms hereof or thereof may be amended, changed, waived, discharged or
terminated unless such amendment, change, waiver, discharge or termination is
in writing and signed by the Required Lenders and the Credit Parties; provided
that no such amendment, change, waiver, discharge or termination shall without
the consent of each Lender affected thereby:

                  (a) extend the final maturity of any Loan or any portion
         thereof or postpone any other date fixed for any payment of principal
         (other than in accordance with Section 3.5(b));

                  (b) reduce the rate or extend the time of payment of
         interest (other than as a result of waiving the applicability of any
         post-default increase in interest rates) thereon or fees hereunder;

                  (c) reduce or waive the principal amount of any Loan;

                  (d) increase the Commitment of a Lender over the amount
         thereof in effect (it being understood and agreed that a waiver of
         any Default or Event of Default or a waiver of any mandatory
         reduction in the Commitments shall not constitute a change in the
         terms of any Commitment of any Lender);

                  (e) release a Borrower from its obligations, or all or
         substantially all of the Guarantors from their obligations, under the
         Credit Documents; provided that the Administrative Agent may release
         a Guarantor if an equity interest in a Guarantor is transferred in
         accordance with Section 8.5 or equity is issued in accordance with
         Section 11.20;

                  (f) except upon a Collateral Termination Date, release all
         or substantially all of the Collateral securing the Obligations;

                  (g) amend, modify or waive any provision of this Section or
         Section 3.4(a), 3.4(b), 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14,
         5.2, 9.1(a), 11.2, 11.3 or 11.5;

                  (h) reduce any percentage specified in, or otherwise modify,
         the definition of Required Lenders; or

                  (i) consent to the assignment or transfer by a Borrower of
         any of its rights and obligations under (or in respect of) the Credit
         Documents.

If any amendment, waiver or consent with respect to the Credit Documents has
been delivered in writing to a Lender by the Administrative Agent, and such
amendment waiver or consent requires only the approval of the Required Lenders
to become effective, then such Lender shall have ten Business Days from the
date of receipt of such amendment, waiver or consent to respond thereto.
Failure of a Lender to timely respond to such amendment, waiver or consent
shall be deemed an approval by such Lender to such amendment, waiver or
consent.

                                      86
<PAGE>

No provision of Section 2.2 may be amended or modified without the consent of
the Issuing Lender. No provision of Section 10 may be amended or modified
without the consent of the Administrative Agent.

Notwithstanding the fact that the consent of all the Lenders is required in
certain circumstances as set forth above, (x) each Lender is entitled to vote
as such Lender sees fit on any reorganization plan that affects the Loans or
the Letters of Credit, and each Lender acknowledges that the provisions of
Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent
provisions set forth herein and (y) the Required Lenders may consent to allow
a Credit Party to use cash collateral in the context of a bankruptcy or
insolvency proceeding.

         11.7     Counterparts/Telecopy.

         This Credit Agreement may be executed in any number of counterparts,
each of which when so executed and delivered shall be an original, but all of
which shall constitute one and the same instrument. Delivery of executed
counterparts by telecopy shall be as effective as an original and shall
constitute a representation that an original will be delivered.

         11.8     Headings.

         The headings of the sections and subsections hereof are provided for
convenience only and shall not in any way affect the meaning or construction
of any provision of this Credit Agreement.

         11.9     Defaulting Lender.

         Each Lender understands and agrees that if such Lender is a
Defaulting Lender then notwithstanding the provisions of Section 11.6 it shall
not be entitled to vote on any matter requiring the consent of the Required
Lenders or to object to any matter requiring the consent of all the Lenders;
provided, however, that all other benefits and obligations under the Credit
Documents shall apply to such Defaulting Lender.

         11.10    Survival of Indemnification and Representations and 
Warranties.

         All indemnities set forth herein and all representations and
warranties made herein shall survive the execution and delivery of this Credit
Agreement, the making of the Loans, the issuance of the Letters of Credit and
the repayment of the Loans and other obligations and the termination of the
Commitments hereunder.

         11.11    Governing Law; Jurisdiction.

                  (a) THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE
         RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL
         BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE
         LAWS OF THE STATE OF NORTH CAROLINA. Any legal action or proceeding
         with respect to this Agreement or any other Credit Document may be
         brought in the courts of the State of North Carolina in Mecklenburg
         County, or of the United States for the Western 

                                      87
<PAGE>

         District of North Carolina and, by execution and delivery of this
         Credit Agreement, each Credit Party hereby irrevocably accepts for
         itself and in respect of its property, generally and unconditionally,
         the jurisdiction of such courts. Each Credit Party further
         irrevocably consents to the service of process out of any of the
         aforementioned courts in any such action or proceeding by the mailing
         of copies thereof by registered or certified mail, postage prepaid,
         to it at the address for notices pursuant to Section 11.1, such
         service to become effective 15 days after such mailing. Nothing
         herein shall affect the right of a Lender to serve process in any
         other manner permitted by law or to commence legal proceedings or to
         otherwise proceed against a Credit Party in any other jurisdiction.
         Each Credit Party agrees that a final judgment in any action or
         proceeding shall be conclusive and may be enforced in other
         jurisdictions by suit on the judgment or in any other manner provided
         by law; provided that nothing in this Section 11.11(a) is intended to
         impair a Credit Party's right under applicable law to appeal or seek
         a stay of any judgment.

                  (b) Each Credit Party hereby irrevocably waives any
         objection which it may now or hereafter have to the laying of venue
         of any of the aforesaid actions or proceedings arising out of or in
         connection with this Credit Agreement or any other Credit Document
         brought in the courts referred to in subsection (a) hereof and hereby
         further irrevocably waives and agrees not to plead or claim in any
         such court that any such action or proceeding brought in any such
         court has been brought in an inconvenient forum.

         11.12    Waiver of Jury Trial.

         EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL
RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT
OF OR RELATING TO THIS CREDIT AGREEMENT, ANY OF THE OTHER CREDIT DOCUMENTS OR
THE TRANSACTIONS CONTEMPLATED HEREBY.

         11.13    Time.

         All references to time herein shall be references to Eastern Standard
Time or Eastern Daylight Time, as the case may be, unless specified otherwise.

         11.14    Severability.

         If any provision of any of the Credit Documents is determined to be
illegal, invalid or unenforceable, such provision shall be fully severable and
the remaining provisions shall remain in full force and effect and shall be
construed without giving effect to the illegal, invalid or unenforceable
provisions.

         11.15    Entirety.

         This Credit Agreement together with the other Credit Documents
represent the entire agreement of the parties hereto and thereto, and
supersede all prior agreements and understandings, 

                                      88
<PAGE>

oral or written, if any, including any commitment letters or correspondence
relating to the Credit Documents or the transactions contemplated herein and
therein.

         11.16    Binding Effect.

                  (a) This Credit Agreement shall become effective at such
         time when all of the conditions set forth in Section 5.1 have been
         satisfied or waived by the Lenders and it shall have been executed by
         the Credit Parties and the Administrative Agent, and the
         Administrative Agent shall have received copies hereof (telefaxed or
         otherwise) which, when taken together, bear the signatures of each
         Lender, and thereafter this Credit Agreement shall be binding upon
         and inure to the benefit of the Credit Parties, the Administrative
         Agent and each Lender and their respective successors and assigns.
         Upon this Credit Agreement becoming effective, the Existing Credit
         Agreement and the Existing Bridge Facility shall be deemed terminated
         and the Credit Parties and the lenders party to the Existing Credit
         Agreement or the Existing Bridge Facility shall no longer have any
         obligations thereunder (other than those obligations in the Existing
         Credit Agreement and the Existing Bridge Facility that expressly
         survive the termination of the Existing Credit Agreement).

                  (b) This Credit Agreement shall be a continuing agreement
         and shall remain in full force and effect until all Loans, LOC
         Obligations, interest, fees and other Obligations have been paid in
         full and all Commitments and Letters of Credit have been terminated.
         Upon termination, the Credit Parties shall have no further
         obligations (other than the indemnification provisions that survive)
         under the Credit Documents; provided that should any payment, in
         whole or in part, of the Obligations be rescinded or otherwise
         required to be restored or returned by the Administrative Agent or
         any Lender, whether as a result of any proceedings in bankruptcy or
         reorganization or otherwise, then the Credit Documents shall
         automatically be reinstated and all amounts required to be restored
         or returned and all costs and expenses incurred by the Administrative
         Agent or Lender in connection therewith shall be deemed included as
         part of the Obligations.

         11.17    Confidentiality.

         Each Lender agrees that it will use its reasonable best efforts to
keep confidential and to cause any representative designated under Section
7.11 to keep confidential any non-public information from time to time
supplied to it under any Credit Document; provided, however, that nothing
herein shall prevent the disclosure of any such information to (a) the extent
a Lender in good faith believes such disclosure is required by Requirement of
Law, (b) counsel for a Lender or to its accountants, (c) bank examiners or
auditors or comparable Persons, (d) any affiliate of a Lender, (e) any other
Lender, or any assignee, transferee or participant, or any potential assignee,
transferee or participant, of all or any portion of any Lender's rights under
this Agreement who is notified of the confidential nature of the information
or (f) any other Person in connection with any litigation to which any one or
more of the Lenders is a party; and provided further that no Lender shall have
any obligation under this Section 11.17 to the extent any such information
becomes available on a non-confidential basis from a source other than a
Credit Party or that any information becomes publicly available other than by
a breach of this Section 11.17.

                                      89
<PAGE>

         11.18    Collateral Termination Date.

         (a) Mortgages. Upon an applicable Collateral Termination Date with
respect to the Mortgages:

                  (i) The Liens evidenced by the Mortgages shall be released
         and all covenants and other agreements contained in the Mortgages
         shall no longer be effective and shall otherwise cease and be of no
         further force and effect;

                  (ii) The Administrative Agent shall, at the expense of the
         Borrowers, execute and deliver such releases of Mortgages and Uniform
         Commercial Code termination statements to evidence the releases
         described in clause (i) above;

                  (iii) The representation and warranty set forth on Schedule
         7.14 shall no longer be deemed to be included in the Credit Agreement
         (except as required by Section 7.14(b)).

         (b) Stock Collateral. Upon an applicable Collateral Termination Date
with respect to the Stock Collateral and until the occurrence of a subsequent
Stock Collateral Effective Date:

                  (i) The pledges and grants of security interests pursuant to
         the Pledge Agreements, and the covenants and other agreements
         contained therein, shall no longer be effective and shall otherwise
         cease and be of no further force and effect;

                  (ii) The Administrative Agent shall, at the expense of the
         Borrowers, (A) return all items described in Section 7.14(b) to the
         applicable Credit Party and (B) execute and deliver such Uniform
         Commercial Code termination statements to evidence the termination
         described in clause (i) above; and

                  (iii) The representation and warranty set forth on Schedule
         7.14 shall no longer be deemed to be included in this Credit
         Agreement (except as required by Section 7.14(a)).

         Notwithstanding any provisions of this Section 11.18(b) to the
contrary, if, after a Collateral Termination Date, a Stock Collateral
Effective Date shall occur again, then the provisions of Section 7.14(b) again
shall apply and the Credit Parties shall take such actions, as requested by
the Administrative Agent, to ensure the Lenders have a first priority
perfected security interest in the Stock Collateral.

         11.19    Further Assurances.

         The Credit Parties agree, upon the request of the Administrative
Agent, to promptly take such actions as are necessary to carry out the intent
of this Credit Agreement and the other Credit Documents, including, but not
limited to, such actions as are necessary to ensure that, during any
Collateral Period, the Lenders have a perfected security interest in the
Collateral subject to no Liens other than Permitted Liens.

                                      90
<PAGE>

         11.20    Release of Guarantors.

         If a Guarantor issues equity and as a result thereof such Guarantor
is no longer a Material Subsidiary, then as long as after giving effect to the
issuance of such equity the Credit Parties will be in compliance with Section
7.2(i), the Lenders agree to release such Guarantor from its obligations
hereunder.

                 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]






                                      91
<PAGE>


         Each of the parties hereto has caused a counterpart of this Second
Amended and Restated Credit Agreement to be duly executed and delivered as of
the date first above written.



BORROWERS:                     BRANDYWINE REALTY TRUST,
---------                      a Maryland real estate investment trust

                               By: /s/ Gerard H. Sweeney
                                   ---------------------------------------------
                                   Name: Gerard H. Sweeney
                                   Title: President and Chief Executive Officer


                               BRANDYWINE OPERATING PARTNERSHIP,
                               L.P., a Delaware limited partnership

                                       By: Brandywine Realty Trust, a Maryland
                                           real estate investment trust, its
                                           general partner


                                           By: /s/ Gerard H. Sweeney
                                               ---------------------------------
                                               Name:  Gerard H. Sweeney
                                               Title: President and Chief
                                                      Executive Officer



<PAGE>

GUARANTORS:            LC/N HORSHAM LIMITED PARTNERSHIP, a
----------             Pennsylvania limited partnership

                       By: Witmer Operating Partnership I, L.P., a Delaware
                           limited partnership, its general partner

                           By: Brandywine Witmer, L.L.C., a Pennsylvania
                               limited liability company, its general partner

                               By: Brandywine Operating Partnership, L.P., a
                                   Delaware limited partnership, its sole
                                   member

                                   By: Brandywine Realty Trust, a
                                       Maryland real estate investment
                                       trust, its general partner


                       LC/N KEITH VALLEY LIMITED PARTNERSHIP I, a
                       Pennsylvania limited partnership

                       By: Witmer Operating Partnership I, L.P., a Delaware 
                           limited partnership, its general partner

                           By: Brandywine Witmer, L.L.C., a Pennsylvania limited
                               liability company, its general partner

                               By: Brandywine Operating Partnership, L.P., a
                                   Delaware limited partnership, its sole
                                   member

                                   By: Brandywine Realty Trust, a
                                       Maryland real estate investment
                                       trust, its general partner
<PAGE>


                       NICHOLS LANSDALE LIMITED PARTNERSHIP III,
                       a Pennsylvania limited partnership

                       By: Witmer Operating Partnership I, L.P., a Delaware
                           limited partnership, its general partner

                           By: Brandywine Witmer L.L.C., a Pennsylvania
                               limited liability company, its general partner

                               By: Brandywine Operating Partnership, L.P., a
                                   Delaware limited partnership, its sole
                                   member

                                   By: Brandywine Realty Trust, a
                                       Maryland real estate investment
                                       trust, its general partner


                       NEWTECH III LIMITED PARTNERSHIP, a
                       Pennsylvania limited partnership

                       By: Witmer Operating Partnership I, L.P., a Delaware
                           limited partnership, its general partner

                           By: Brandywine Witmer L.L.C., a Pennsylvania
                               limited liability company, its general partner

                               By: Brandywine Operating Partnership, L.P., a
                                   Delaware limited partnership, its sole
                                   member

                                    By: Brandywine Realty Trust, a
                                        Maryland real estate investment
                                        trust, its general partner
<PAGE>


                       WITMER OPERATING PARTNERSHIP I, L.P., a
                       Delaware limited partnership

                       By: Brandywine Witmer, L.L.C., a Pennsylvania
                           limited liability company, its general partner

                           By: Brandywine Operating Partnership, L.P., a 
                               Delaware limited partnership, its sole member

                               By: Brandywine Realty Trust, a Maryland real
                                   estate investment trust, its general
                                   partner


                       NEWTECH IV LIMITED PARTNERSHIP, a
                       Pennsylvania limited partnership

                       By: Witmer Operating Partnership I, L.P., a Delaware
                           limited partnership, its general partner

                           By: Brandywine Witmer, L.L.C., a Pennsylvania
                               limited liability company,  its general partner

                               By: Brandywine Operating Partnership, L.P., a
                                   Delaware limited partnership, its sole
                                   member

                                   By: Brandywine Realty Trust, a
                                       Maryland real estate investment
                                       trust, its general partner

<PAGE>

                       C/N OAKLANDS LIMITED PARTNERSHIP I, a
                       Pennsylvania limited partnership

                       By: Witmer Operating Partnership I, L.P., a Delaware
                           limited partnership, its general partner

                           By: Brandywine Witmer, L.L.C., a Pennsylvania
                               limited liability company, its general partner

                               By: Brandywine Operating Partnership, L.P., a
                                   Delaware limited partnership, its sole
                                   member

                                   By: Brandywine Realty Trust, a
                                       Maryland real estate investment
                                       trust, its general partner


                       FIFTEEN HORSHAM, L.P., a Pennsylvania limited
                       partnership

                       By: Witmer Operating Partnership I, L.P., a Delaware
                           limited partnership, its general partner

                           By: Brandywine Witmer, L.L.C., a Pennsylvania
                               limited liability company, its general partner

                               By: Brandywine Operating Partnership, L.P., a
                                   Delaware limited partnership, its sole
                                   member

                                    By: Brandywine Realty Trust, a
                                        Maryland real estate investment
                                        trust, its general partner

<PAGE>

                       C/N LEEDOM LIMITED PARTNERSHIP II, a
                       Pennsylvania limited partnership

                       By: Brandywine Operating Partnership, L.P., a
                           Delaware limited partnership, its general partner

                           By: Brandywine Realty Trust, a Maryland
                               real estate investment trust, its
                               general partner


                       C/N IRON RUN LIMITED PARTNERSHIP III, a
                       Pennsylvania limited partnership

                       By: Brandywine Operating Partnership, L.P., a
                           Delaware limited partnership, its general partner

                           By: Brandywine Realty Trust, a Maryland
                               real estate investment trust, its
                               general partner


                       C/N OAKLANDS LIMITED PARTNERSHIP III, a
                       Pennsylvania limited partnership

                       By: Brandywine Operating Partnership, L.P., a
                           Delaware limited partnership, its general partner

                           By: Brandywine Realty Trust, a Maryland
                               real estate investment trust, its
                               general partner


                       IRON RUN LIMITED PARTNERSHIP V, a
                       Pennsylvania limited partnership

                       By: Brandywine Operating Partnership, L.P., a
                           Delaware limited partnership, its general partner

                           By: Brandywine Realty Trust, a Maryland
                               real estate investment trust, its
                               general partner

<PAGE>

                       BRANDYWINE TB I, L.P., a Pennsylvania limited
                       partnership

                       By: Brandywine TB I, L.L.C., a Pennsylvania limited 
                           liability company, its general partner

                           By: Brandywine Operating Partnership, L.P., a 
                               Delaware limited partnership, its sole member

                               By: Brandywine Realty Trust, a Maryland real
                                   estate investment trust, its general
                                   partner


                       BRANDYWINE TB II, L.P., a Pennsylvania limited
                       partnership

                       By: Brandywine TB II, L.L.C., a Pennsylvania limited 
                           liability company, its general partner

                           By: Brandywine Operating Partnership, L.P., a 
                               Delaware limited partnership, its sole member

                               By: Brandywine Realty Trust, a Maryland real
                                   estate investment trust, its general
                                   partner


                       BRANDYWINE TB III, L.P., a Pennsylvania limited
                       partnership

                       By: Brandywine TB III, L.L.C., a Pennsylvania limited 
                           liability company, its general partner

                           By: Brandywine Operating Partnership, L.P., a 
                               Delaware limited partnership, its sole member

                               By: Brandywine Realty Trust, a Maryland real
                                   estate investment trust, its general
                                   partner
<PAGE>

                       BRANDYWINE TB VI, L.P., a Pennsylvania limited
                       partnership

                       By: Brandywine TB VI, L.L.C., a Pennsylvania limited 
                           liability company, its general partner

                           By: Brandywine Operating Partnership, L.P., a 
                               Delaware limited partnership, its sole member

                               By: Brandywine Realty Trust, a Maryland real
                                   estate investment trust, its general
                                   partner


                       BRANDYWINE DOMINION, L.P., a Pennsylvania limited
                       partnership

                       By: Brandywine Dominion, L.L.C., a Pennsylvania limited
                           liability company, its general partner

                           By: Brandywine Operating Partnership, L.P., a 
                               Delaware limited partnership, its sole member

                               By: Brandywine Realty Trust, a Maryland real
                                   estate investment trust, its general
                                   partner


                       BRANDYWINE P.M., L.P., a Pennsylvania limited partnership

                       By: Brandywine P.M., L.L.C., a Pennsylvania limited 
                           liability company, its general partner

                           By: Brandywine Operating Partnership, L.P., a 
                               Delaware limited partnership, its sole member

                               By: Brandywine Realty Trust, a Maryland real
                                   estate investment trust, its general
                                   partner

<PAGE>

                       BRANDYWINE I.S., L.P., a Pennsylvania limited
                       partnership

                       By: Brandywine I.S., L.L.C., a Pennsylvania limited 
                           liability company, its general partner

                           By: Brandywine Operating Partnership, L.P., a 
                               Delaware limited partnership, its sole member

                               By: Brandywine Realty Trust, a Maryland real
                                   estate investment trust, its general
                                   partner


                       BRANDYWINE CENTRAL, L.P., a Pennsylvania
                       limited partnership

                       By: Brandywine F.C., L.P., a Pennsylvania limited 
                           partnership, its general partner

                           By: Brandywine F.C., L.L.C., a Pennsylvania limited
                               liability company, its general partner

                               By: Brandywine Operating Partnership, L.P., a
                                   Delaware limited partnership, its sole
                                   member

                                   By: Brandywine Realty Trust, a
                                       Maryland real estate investment
                                       trust, its general partner

<PAGE>
                       APPOP 2, L.P., a Delaware limited partnership

                       By: AAP Sub Three, Inc., a Delaware corporation, one of 
                           its general partners

                           By: Atlantic American Properties Trust, a Maryland 
                               real estate investment trust, its sole 
                               shareholder

                               By: Brandywine Operating Partnership, L.P., a
                                   Delaware limited partnership, its sole 
                                   shareholder

                                   By: Brandywine Realty Trust, a Maryland real
                                       estate investment trust, its general
                                       partner

                       By: AAPOP Umbrella, L.P., a Delaware limited partnership,
                            one of its general partners

                           By: AAP Sub Two, Inc., a Delaware corporation, one 
                               of its general partners

                               By: Atlantic American Properties Trust, a 
                                   Maryland real estate investment trust, its 
                                   sole shareholder

                                   By: Brandywine Operating Partnership, L.P., a
                                       Delaware limited partnership, its sole
                                       shareholder

                                       By: Brandywine Realty Trust, a
                                           Maryland real estate investment
                                           trust, its general partner

                       By: Atlantic American Properties Trust, a Maryland real
                           estate investment trust, one of its general partners

                           By: Brandywine Operating Partnership, L.P., a
                               Delaware limited partnership, its sole 
                               shareholder

                               By: Brandywine Realty Trust, a Maryland real
                                   estate investment trust, its general
                                   partner

<PAGE>

                       BRANDYWINE F.C., L.P., a Pennsylvania
                       limited partnership

                       By: Brandywine F.C., L.L.C., a Pennsylvania limited 
                           liability company, its general partner

                           By: Brandywine Operating Partnership, L.P., a 
                               Delaware limited partnership, its sole member

                               By: Brandywine Realty Trust, a Maryland real
                                   estate investment trust, its general
                                   partner


                       BRANDYWINE REALTY PARTNERS, a
                       Pennsylvania general partnership

                       By: Brandywine Operating Partnership, L.P., a
                           Delaware limited partnership, one of its
                           partners

                           By: Brandywine Realty Trust, a
                               Maryland real estate investment
                               trust, its general partner


                       BRANDYWINE ACQUISITIONS, LLC, a
                       Delaware limited liability company

                       By: Brandywine Operating Partnership, L.P., a Delaware 
                           limited partnership, its sole member

                           By: Brandywine Realty Trust, a Maryland real estate
                               investment trust, its general partner

<PAGE>

                       BRANDYWINE MAIN STREET, LLC, a
                       Delaware limited liability company

                       By: Brandywine Operating Partnership, L.P., a Delaware 
                           limited partnership, one of its members

                           By: Brandywine Realty Trust, a Maryland real estate
                               investment trust, its general partner

                       By: Brandywine Acquisitions, LLC, a Delaware limited 
                           liability company, one of its members

                           By: Brandywine Operating Partnership, L.P., a 
                               Delaware limited partnership, its sole member

                               By: Brandywine Realty Trust, a Maryland real
                                   estate investment trust, its general
                                   partner


                       1100 BRANDYWINE, LLC, a Delaware limited liability 
                       company

                       By: Brandywine Operating Partnership, L.P., a Delaware 
                           limited partnership, its sole member

                           By: Brandywine Realty Trust, a Maryland real estate
                               investment trust, its general partner


                       BRANDYWINE LEASING, LLC, a Delaware limited liability 
                       company

                       By: Brandywine Operating Partnership, L.P., a Delaware 
                           limited partnership, its sole member

                           By: Brandywine Realty Trust, a Maryland real estate
                               investment trust, its general partner
<PAGE>
                       BRANDYWINE TB I, L.L.C., a Pennsylvania limited 
                       liability company

                       By: Brandywine Operating Partnership, L.P., a Delaware 
                           limited partnership, its sole member

                           By: Brandywine Realty Trust, a Maryland real estate
                               investment trust, its general partner

                       BRANDYWINE TB II, L.L.C., a Pennsylvania limited 
                       liability company

                       By: Brandywine Operating Partnership, L.P., a Delaware 
                           limited partnership, its sole member

                           By: Brandywine Realty Trust, a Maryland real estate
                               investment trust, its general partner

                       BRANDYWINE TB III, L.L.C., a Pennsylvania limited 
                       liability company

                       By: Brandywine Operating Partnership, L.P., a Delaware 
                           limited partnership, its sole member

                           By: Brandywine Realty Trust, a Maryland real estate
                               investment trust, its general partner

                       BRANDYWINE TB VI, L.L.C., a Pennsylvania limited 
                       liability company

                       By: Brandywine Operating Partnership, L.P., a Delaware 
                           limited partnership, its sole member

                           By: Brandywine Realty Trust, a Maryland real estate
                               investment trust, its general partner

                       BRANDYWINE WITMER, L.L.C., a Pennsylvania limited 
                       liability company

                       By: Brandywine Operating Partnership, L.P., a Delaware 
                           limited partnership, its sole member

                           By: Brandywine Realty Trust, a Maryland real estate
                               investment trust, its general partner

<PAGE>

                       BRANDYWINE DOMINION, L.L.C., a Pennsylvania limited 
                       liability company

                       By: Brandywine Operating Partnership, L.P., a Delaware 
                           limited partnership, its sole member

                           By: Brandywine Realty Trust, a Maryland real estate
                               investment trust, its general partner


                       BRANDYWINE P.M., L.L.C., a Pennsylvania limited liability
                       company

                       By: Brandywine Operating Partnership, L.P., a Delaware 
                           limited partnership, its sole member

                           By: Brandywine Realty Trust, a Maryland real estate
                               investment trust, its general partner


                       BRANDYWINE I.S., L.L.C., a Pennsylvania limited liability
                       company

                       By: Brandywine Operating Partnership, L.P., a Delaware 
                           limited partnership, its sole member

                           By: Brandywine Realty Trust, a Maryland real estate
                               investment trust, its general partner


                       BRANDYWINE F.C., L.L.C., a Pennsylvania limited liability
                       company

                       By: Brandywine Operating Partnership, L.P., a Delaware 
                           limited partnership, its sole member

                           By: Brandywine Realty Trust, a Maryland real estate
                               investment trust, its general partner

<PAGE>

                       BRANDYWINE TRENTON URBAN RENEWAL, L.L.C., a Delaware 
                       limited liability company

                       By: Brandywine Operating Partnership, L.P., a Delaware 
                           limited partnership, its sole member

                           By: Brandywine Realty Trust, a Maryland real estate
                               investment trust, its general partner



                       BRANDYWINE DABNEY, L.L.C., a Delaware limited liability 
                       company

                       By: Brandywine Operating Partnership, L.P., a Delaware 
                           limited partnership, its sole member

                           By: Brandywine Realty Trust, a Maryland real estate
                               investment trust, its general partner



                       BRANDYWINE AXINN I, LLC, a Delaware limited liability 
                       company

                       By: Brandywine Operating Partnership, L.P., a Delaware 
                           limited partnership, its sole member

                           By: Brandywine Realty Trust, a Maryland real estate
                               investment trust, its general partner



                       BRANDYWINE AXINN II, LLC, a Delaware limited liability 
                       company

                       By: Brandywine Operating Partnership, L.P., a Delaware 
                           limited partnership, its sole member

                           By: Brandywine Realty Trust, a Maryland real estate
                               investment trust, its general partner


<PAGE>


                       APP SUB THREE, INC., a Delaware corporation


                       By: /s/ Gerard H. Sweeney
                           ---------------------------------------------
                           Gerard H. Sweeney
                           President and Chief Executive Officer of
                           each of the above-named entities



<PAGE>



LENDERS:

                          NATIONSBANK, N.A., acting in its capacity
                          as Administrative Agent and individually as a Lender

                          By: /s/ Nationsbank, N.A.
                              ------------------------------------------
                          Name:
                              ------------------------------------------
                          Title:
                              ------------------------------------------

