Vornado Realty Trust – ‘SC 13D/A’ on 3/3/95 re: Alexanders Inc – EX-5

As of:  Friday, 3/3/95   ·   Accession #:  891836-95-17   ·   File #:  5-12372

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial           5     17K 
                          Ownership                                              
 2: EX-5        Revolving Loan Agreement                              72    244K 

EX-5   —   Revolving Loan Agreement
Exhibit Table of Contents

EX-5
1st Page of 72
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
                               Exhibit 5

REVOLVING LOAN AGREEMENT    

dated as of February 27, 1995     

among     

VORNADO REALTY TRUST,     
as Borrower,    

UNION BANK OF SWITZERLAND     
(New York Branch),    
as Bank,    

and     

UNION BANK OF SWITZERLAND     
(New York Branch),    
as Administrative Agent     

EX-5
2nd Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 2nd
1

    REVOLVING LOAN AGREEMENT dated as of February 27, 1995 among
VORNADO REALTY TRUST, a real estate investment trust organized and existing     
under the laws of the State of Maryland ("Borrower"), UNION BANK OF             
SWITZERLAND (New York Branch), as agent for the Banks (in such capacity,        
together with its successors in such capacity, "Administrative Agent"), and     
UNION BANK OF SWITZERLAND (New York Branch) (in its individual capacity and     
not as Administrative Agent, "UBS"; UBS and the lenders who from time to        
time become Banks pursuant to Section 3.07 or 12.05, each a "Bank" and          
collectively, the "Banks").                                                     

   Borrower desires that the Banks extend credit as provided
herein, and the Banks are prepared to extend such credit.  Accordingly,         
Borrower, each Bank and Administrative Agent agree as follows:                  

ARTICLE I.  DEFINITIONS; ETC.     

  Section  1.01  Definitions.  As used in this Agreement the
following terms have the following meanings (except as otherwise provided,      
terms defined in the singular to have a correlative meaning when used in        
the plural and vice versa):                                                     

"Administrative Agent" has the meaning specified in the 
preamble.                                                                       

    "Administrative Agent's Office" means Administrative Agent's
address located at 299 Park Avenue, New York, NY 10171, or such other           
address in the United States as Administrative Agent may designate by           
written notice to Borrower and the Banks.                                       

 "Affiliate" means, with respect to any Person (the "first
Person"), any other Person:  (1) which directly or indirectly controls, or      
is controlled by, or is under common control with the first Person; or (2)      
ten percent (10%) or more of the beneficial interest in which is directly       
or indirectly owned or held by the first Person.  The term "control" means      
the possession, directly or indirectly, of the power, alone, to direct or       
cause the direction of the management and policies of a Person, whether         
through the ownership of voting securities, by contract, or otherwise.          

"Agreement" means this Revolving Loan Agreement.        

    "Applicable Lending Office" means, for each Bank and for its
LIBOR Loan or Base Rate Loan, as applicable, the lending office of such         
Bank (or of an Affiliate of such Bank) designated as such on its signature      
page hereof or in the applicable Assignment and Assumption Agreement, or        
such other office of such Bank (or of an Affiliate of such Bank) as such        
Bank may from time to time specify to Administrative Agent and Borrower as      
the                                                                             

EX-5
3rd Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 3rd
2

office by which its LIBOR Loan or Base Rate Loan, as applicable, is to be       
made and maintained.                                                            

    "Applicable Margin" means: (1) with respect to the Base Rate
and Base Rate Loans, one-half percent (.50%), and (2) with respect to the       
LIBOR Interest Rate and LIBOR Loans, one and one-half percent (1.50%).          

"Assignee" has the meaning specified in Section 12.05.  

     "Assignment and Assumption Agreement" means an Assignment and
Assumption Agreement, substantially in the form of EXHIBIT E hereto,            
pursuant to which a Bank assigns and an Assignee assumes rights and             
obligations in accordance with Section 12.05.                                   

   "Authorization Letter" means a letter agreement executed by
Borrower in the form of EXHIBIT A hereto.                                       

    "Bank" and "Banks" have the respective meanings specified in
the preamble.                                                                   

"Bank Parties" means Administrative Agent and the Banks.

     "Banking Day" means (1) any day on which commercial banks are
not authorized or required to close in New York City and (2) whenever such      
day relates to a LIBOR Loan, an Interest Period with respect to a LIBOR         
Loan, or notice with respect to any LIBOR Loan, a day on which dealings in      
Dollar deposits are also carried out in the London interbank market and         
banks are open for business in London.                                          

     "Base Rate" means, for any day, the higher of (1) the Federal
Funds Rate for such day plus one-half percent (.50%), or (2) the Prime Rate     
for such day.                                                                   

 "Base Rate Loan" means all or any portion (as the context
requires) of a Bank's Loan which shall accrue interest at a rate determined     
in relation to the Base Rate.                                                   

       "Borrower's Accountants" means Deloitte & Touche, or such other
accounting firm(s) selected by Borrower and reasonably acceptable to the        
Required Banks.                                                                 

"Borrower" has the meaning specified in the preamble.   

      "Capitalization Value" means, at any time, the sum of (a) Cash
Flow less all leasing commissions and management and development fees           
earned by Borrower (net of any expenses applicable thereto), for the three      
(3) month period then ended annualized, capitalized at a rate of 10% per        
annum and (b) such                                                              

EX-5
4th Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 4th
3

leasing commissions and management and development fees, capitalized at a       
rate of 25% per annum.                                                          

   "Capital Lease" means any lease which has been or should be
capitalized on the books of the lessee in accordance with GAAP.                 

       "Cash Flow" means, for any period of time, Combined EBITDA less
income taxes.                                                                   

      "Closing Date" means the date this Agreement has been executed
by all parties.                                                                 

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

     "Combined EBITDA" means, for any period of time, (1) revenues
less operating costs before Interest Expense, income taxes, gains or losses     
on the sale of real estate and/or marketable securities, depreciation and       
amortization and extraordinary items for Borrower and its Consolidated          
Businesses, plus (2) Borrower's beneficial interest in revenues less            
operating costs before Interest Expense, income taxes, gains or losses on       
the sale of real estate and/or marketable securities, depreciation and          
amortization and extraordinary items (after eliminating appropriate             
intercompany amounts) applicable to each of the UJVs, in all cases as           
reflected in the VRT Consolidated Financial Statements.                         

       "Consolidated Businesses" means, collectively each Affiliate of
Borrower who is included in the VRT Consolidated Statements in accordance       
with GAAP.                                                                      

      "Consolidated Outstanding Indebtedness" means, as of any time,
all indebtedness and liability for borrowed money, secured or unsecured, of     
Borrower and its Consolidated Businesses, including mortgage and other          
notes payable but excluding any indebtedness which is margin indebtedness       
on cash and cash equivalent securities, all as reflected in the VRT             
Consolidated Financial Statements.                                              

"Contingent Liabilities" means the sum of (1) those     
liabilities, as determined in accordance with GAAP, set forth and               
quantified as contingent liabilities in the notes to the VRT Consolidated       
Financial Statements and (2) contingent liabilities, other than those           
described in the foregoing clause (1), which represent direct payment           
guaranties of Borrower; provided, however, that Contingent Liabilities          
shall exclude contingent liabilities which represent the "Other Party's         
Share" of "Duplicated Obligations" (as such quoted terms are hereinafter        
defined).  "Duplicated Obligations" means, collectively, all those payment      
guaranties in respect of Debt of UJVs for which Borrower and another party      
are jointly and severally liable,                                               

EX-5
5th Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 5th
4

where the other party is, in the sole judgment of the Required Banks,           
capable of satisfying the Other Party's Share of such obligation.  "Other       
Party's Share" means such other party's fractional beneficial interest in       
the UJV in question.                                                            

"Continue", "Continuation" and "Continued" refer to the 
continuation pursuant to Section 2.12 of a LIBOR Loan as a LIBOR Loan from      
one Interest Period to the next Interest Period.                                

     "Convert", "Conversion" and "Converted" refer to a conversion
pursuant to Section 2.12 of a Base Rate Loan into a LIBOR Loan or a LIBOR       
Loan into a Base Rate Loan, each of which may be accompanied by the             
transfer by a Bank (at its sole discretion) of all or a portion of its Loan     
from one Applicable Lending Office to another.                                  

       "Debt" means: (1) indebtedness or liability for borrowed money,
or for the deferred purchase price of property or services (including trade     
obligations); (2) obligations as lessee under Capital Leases; (3) current       
liabilities in respect of unfunded vested benefits under any Plan; (4)          
obligations under letters of credit issued for the account of any Person;       
(5) all obligations arising under bankers' or trade acceptance facilities;      
(6) all guarantees, endorsements (other than for collection or deposit in       
the ordinary course of business), and other contingent obligations to           
purchase any of the items included in this definition, to provide funds for     
payment, to supply funds to invest in any Person, or otherwise to assure a      
creditor against loss; (7) all obligations secured by any Lien on property      
owned by the Person whose Debt is being measured, whether or not the            
obligations have been assumed; and (8) all obligations under any agreement      
providing for contingent participation or other hedging mechanisms with         
respect to interest payable on any of the items described above in this         
definition.                                                                     

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

 "Default Rate" means a rate per annum equal to:  (1) with
respect to Base Rate Loans, a variable rate three percent (3%) above the        
rate of interest then in effect thereon (including the Applicable Margin);      
and (2) with respect to LIBOR Loans, a fixed rate three percent (3%) above      
the rate(s) of interest in effect thereon (including the Applicable Margin)     
at the time of Default until the end of the then current Interest Period        
therefor and, thereafter, a variable rate three percent (3%) above the rate     
of interest for a Base Rate Loan (including the Applicable Margin).             

      "Disposition" means a sale (whether by assignment, transfer or
Capital Lease) of an asset.                                                     

EX-5
6th Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 6th
5

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

       "Elect", "Election" and "Elected" refer to election, if any, by
Borrower pursuant to Section 2.12 to have all or a portion of an advance of     
the Loans be outstanding as LIBOR Loans.                                        

       "Environmental Discharge" means any discharge or release of any
Hazardous Materials in violation of any applicable Environmental Law.           

"Environmental Law" means any applicable Law relating to
pollution or the environment, including Laws relating to noise or to            
emissions, discharges, releases or threatened releases of Hazardous             
Materials into the work place, the community or the environment, or             
otherwise relating to the generation, manufacture, processing,                  
distribution, use, treatment, storage, disposal, transport or handling of       
Hazardous Materials.                                                            

  "Environmental Notice" means any written complaint, order,
citation, letter, inquiry, notice or other written communication from any       
Person (1) affecting or relating to Borrower's compliance with any              
Environmental Law in connection with any activity or operations at any time     
conducted by  Borrower, (2) relating to the occurrence or presence of or        
exposure to or possible or threatened or alleged occurrence or presence of      
or exposure to Environmental Discharges or Hazardous Materials at any of        
Borrower's locations or facilities, including, without limitation:  (a) the     
existence of any contamination or possible or threatened contamination at       
any such location or facility and (b) remediation of any Environmental          
Discharge or Hazardous Materials at any such location or facility or any        
part thereof; and (3) any violation or alleged violation of any relevant        
Environmental Law.                                                              

"Equity Value" means, at any time, the sum of (1)       
Capitalization Value and (2) without duplication, the cost basis of             
properties of Borrower under construction as certified by Borrower, such        
certificate to be accompanied by all appropriate documentation supporting       
such figure.                                                                    

    "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time, including the rules and regulations         
promulgated thereunder.                                                         

    "ERISA Affiliate" means any corporation or trade or business
which is a member of the same controlled group of organizations (within the     
meaning of Section 414(b) of the Code) as Borrower or is under common           
control (within the meaning of Section 414(c) of the Code) with Borrower or     
is required to be treated as a single employer with Borrower under Section      
414(m) or 414(o) of the Code.                                                   

EX-5
7th Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 7th
6

     "Event of Default" has the meaning specified in Section 9.01.

   "Federal Funds Rate" means, for any day, the rate per annum
(expressed on a 360-day basis of calculation) equal to the weighted average     
of the rates on overnight federal funds transactions as published by the        
Federal Reserve Bank of New York for such day provided that (1) if such day     
is not a Banking Day, the Federal Funds Rate for such day shall be such         
rate on such transactions on the immediately preceding Banking Day as so        
published on the next succeeding Banking Day, and (2) if no such rate is so     
published on such next succeeding Banking Day, the Federal Funds Rate for       
such day shall be the average of the rates quoted by three Federal Funds        
brokers to Administrative Agent on such day on such transactions.               

      "Fiscal Year" means each period from January 1 to December 31.

     "Funds From Operations" means Combined EBITDA less the sum of
Interest Expense and income taxes.                                              

    "GAAP" means generally accepted accounting principles in the
United States of America as in effect from time to time, applied on a basis     
consistent with those used in the preparation of the financial statements       
referred to in Section 5.13 (except for changes concurred in by Borrower's      
Accountants).                                                                   

     "Good Faith Contest" means the contest of an item if: (1) the
item is diligently contested in good faith, and, if appropriate, by             
proceedings timely instituted; (2) adequate reserves are established with       
respect to the contested item; (3) during the period of such contest, the       
enforcement of any contested item is effectively stayed; and (4) the            
failure to pay or comply with the contested item during the period of the       
contest is not likely to result in a Material Adverse Change.                   

  "Governmental Approvals" means any authorization, consent,
approval, license, permit, certification, or exemption of, registration or      
filing with or report or notice to, any Governmental Authority.                 

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

"Hazardous Materials" means any pollutant, effluents,   
emissions, contaminants, toxic or hazardous wastes or substances, as any of     
those terms are defined from time to time in or for the purposes of any         
relevant Environmental Law, including asbestos fibers and friable asbestos,     
polychlorinated biphenyls, and any petroleum or hydrocarbon-based products      
or derivatives.                                                                 

EX-5
8th Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 8th
7

    "Initial Advance" means the first advance of proceeds of the
Loans.                                                                          

"Interest Expense" means, for any period of time, the   
consolidated interest expense (without deduction of consolidated interest       
income) of Borrower and its Consolidated Businesses, including, without         
limitation or duplication (or, to the extent not so included, with the          
addition of), (1) the portion of any rental obligation in respect of any        
Capital Lease obligation allocable to interest expense in accordance with       
GAAP; (2) the amortization of Debt discounts; (3) any payments or fees          
(other than up-front fees) with respect to interest rate swap or similar        
agreements; and (4) the interest expense and items listed in clauses (1)        
through (3) above applicable to each of the UJVs multiplied by Borrower's       
respective beneficial interests in the UJVs, in all cases as reflected in       
the applicable VRT Consolidated Financial Statements.                           

    "Interest Period" means, with respect to any LIBOR Loan, the
period commencing on the date the same is advanced, converted from a Base       
Rate Loan or Continued, as the case may be, and ending, as Borrower may         
select pursuant to Section 2.05, on the numerically corresponding day in        
the first, second, third or sixth calendar month thereafter, provided that      
each such Interest Period which commences on the last Banking Day of a          
calendar month (or on any day for which there is no numerically                 
corresponding day in the appropriate subsequent calendar month) shall end       
on the last Banking Day of the appropriate calendar month.                      

   "Law" means any federal, state or local statute, law, rule,
regulation, ordinance, order, code, or rule of common law, now or hereafter     
in effect, and in each case as amended, and any judicial or administrative      
interpretation thereof by a Governmental Authority or otherwise, including      
any judicial or administrative order, consent decree or judgment.               

    "LIBOR Base Rate" means, with respect to any Interest Period
therefor, the rate per annum (rounded upwards if necessary to the nearest       
1/16 of 1%) quoted at approximately 11:00 a.m., New York time, by the           
principal New York branch of UBS two (2) Banking Days prior to the first        
day of such Interest Period for the offering to leading banks in the London     
interbank market of Dollar deposits in immediately available funds, for a       
period, and in an amount, comparable to such Interest Period and principal      
amount of the LIBOR Loan in question outstanding during such Interest           
Period.                                                                         

EX-5
9th Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 9th
8

   "LIBOR Interest Rate" means, for any LIBOR Loan, a rate per
annum (rounded upwards, if necessary, to the nearest 1/100 of 1%)               
determined by Administrative Agent to be equal to the quotient of (1) the       
LIBOR Base Rate for such LIBOR Loan for the Interest Period therefor            
divided by (2) one minus the LIBOR Reserve Requirement for such LIBOR Loan      
for such Interest Period.                                                       

       "LIBOR Loan" means all or any portion (as the context requires)
of any Bank's Loan which shall accrue interest at rate(s) determined in         
relation to LIBOR Interest Rate(s).                                             

  "LIBOR Reserve Requirement" means, for any LIBOR Loan, the
average maximum rate at which reserves (including any marginal,                 
supplemental or emergency reserves) are required to be maintained during        
the Interest Period for such LIBOR Loan under Regulation D by member banks      
of the Federal Reserve System in New York City with deposits exceeding One      
Billion Dollars ($1,000,000,000) against "Eurocurrency liabilities" (as         
such term is used in Regulation D).  Without limiting the effect of the         
foregoing, the LIBOR Reserve Requirement shall also reflect any other           
reserves required to be maintained by such member banks by reason of any        
Regulatory Change against (1) any category of liabilities which includes        
deposits by reference to which the LIBOR Base Rate is to be determined as       
provided in the definition of "LIBOR Base Rate" in this Section 1.01 or (2)     
any category of extensions of credit or other assets which include loans        
the interest rate on which is determined on the basis of rates referred to      
in said definition of "LIBOR Base Rate".                                        

  "Lien" means any mortgage, deed of trust, pledge, security
interest, hypothecation, assignment for collateral purposes, deposit            
arrangement, lien (statutory or other), or other security agreement or          
charge of any kind or nature whatsoever of any third party (excluding any       
right of setoff but including, without limitation, any conditional sale or      
other title retention agreement, any financing lease having substan-            
tially the same economic effect as any of the foregoing, and the filing of      
any financing statement under the Uniform Commercial Code or comparable law     
of any jurisdiction to evidence any of the foregoing).                          

    "Loan" and "Loans" have the respective meanings specified in
Section 2.01.                                                                   

"Loan Commitment" means, with respect to each Bank, the 
obligation to make a Loan in the principal amount set forth below, as such      
amount may be reduced from time to time in accordance with the provisions       
of Section 2.10 and Section 6.10:                                               

EX-5
10th Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 10th
9

                                                                [Download Table]

                            Loan     
Bank                      Commitment 
                                     
UBS                       $75,000,000

Total                     $75,000,000


"Loan Documents" means this Agreement, the Notes and the
Solvency Certificates.                                                          

     "Material Adverse Change" means either (1) a material adverse
change in the status of the business, results of operations, financial          
condition or property of  Borrower or (2) any event or occurrence of            
whatever nature which is likely to have a material adverse effect on the        
ability of Borrower to perform its obligations under the Loan Documents.        

      "Material Affiliates" means the Affiliates listed on Exhibit C
hereto.                                                                         

"Maturity Date" means March 1, 1998.                    

    "Multiemployer Plan" means a Plan defined as such in Section
3(37) of ERISA to which contributions have been made by Borrower or any         
ERISA Affiliate and which is covered by Title IV of ERISA.                      

    "Note" and "Notes" have the respective meanings specified in
Section 2.08.                                                                   

   "Obligations" means each and every obligation, covenant and
agreement of Borrower, now or hereafter existing, contained in this             
Agreement, and any of the other Loan Documents, whether for principal,          
reimbursement obligations, interest, fees, expenses, indemnities or             
otherwise, and any amendments or supplements thereto, extensions or             
renewals thereof or replacements therefor, including but not limited to all     
indebtedness, obligations and liabilities of Borrower to Administrative         
Agent and any Bank now existing or hereafter incurred under or arising out      
of or in connection with the Notes, this Agreement, the other Loan              
Documents, and any documents or instruments executed in connection              
therewith; in each case whether direct or indirect, joint or several,           
absolute or contingent, liquidated or unliquidated, now or hereafter            
existing, renewed or restructured, whether or not from time to time             
decreased or extinguished and later increased, created or incurred, and         
including all indebtedness of Borrower, under any instrument now or             
hereafter evidencing or securing any of the foregoing.                          

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

EX-5
11th Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 11th
10

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

"Person" means an individual, partnership,              
corporation, business trust, joint stock company, trust, unincorporated         
association, joint venture, Governmental Authority or other entity of           
whatever nature.                                                                

      "Plan" means any employee benefit or other plan established or
maintained, or to which contributions have been made, by Borrower or any        
ERISA Affiliate of Borrower and which is covered by Title IV of ERISA or to     
which Section 412 of the Code applies.                                          

  "presence", when used in connection with any Environmental
Discharge or Hazardous Materials, means and includes presence, generation,      
manufacture, installation, treatment, use, storage, handling, repair,           
encapsulation, disposal, transportation, spill, discharge and release.          

  "Prime Rate" means that rate of interest from time to time
announced by UBS at its Principal Office as its prime commercial lending        
rate.                                                                           

   "Principal Office" means the principal office of UBS in the
United States, presently located at 299 Park Avenue, New York, New York         
10171.                                                                          

       "Pro Rata Share" means, for purposes of this Agreement and with
respect to each Bank, a fraction, the numerator of which is the amount of       
such Bank's Loan Commitment and the denominator of which is the Total Loan      
Commitment.                                                                     

   "Prohibited Transaction" means any transaction set forth in
Section 406 of ERISA or Section 4975 of the Code.                               

      "Regulation D" means Regulation D of the Board of Governors of
the Federal Reserve System, as the same may be amended or supplemented from     
time to time, or any similar Law from time to time in effect.                   

      "Regulation U" means Regulation U of the Board of Governors of
the Federal Reserve System, as the same may be amended or supplemented from     
time to time.                                                                   

       "Regulatory Change" means, with respect to any Bank, any change
after the date of this Agreement in United States federal, state, municipal     
or foreign laws or regulations (including Regulation D) or the adoption or      
making after such date of any interpretations, directives or requests           
applying to a class of banks including such Bank of or under any United         
States, federal, state, municipal or foreign laws or regulations (whether       

EX-5
12th Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 12th
11

or not having the force of law) by any court or governmental or monetary        
authority charged with the interpretation or administration thereof.            

       "Reportable Event" means any of the events set forth in Section
4043(b) of ERISA, other than those events as to which the thirty (30) day       
notice period is waived under subsections .13, .14, .16, .18, .19 or .20 of     
PBGC Reg. sec.2615.                                                             

      "Required Banks" means at any time the Banks holding at  least
sixty-six and sixty six hundredths percent (66.66%) of the then aggregate       
unpaid principal amount of the Loans.                                           

       "SEC Reports" means the reports required to be delivered to the
Securities and Exchange Commission pursuant to the Securities Exchange Act      
of 1934, as amended.                                                            

      "Secured Indebtedness" means that portion of Total Outstanding
Indebtedness that is secured.                                                   

"Shopping Center EBITDA" means, for any period of time, 
revenues less operating costs (including assumed management fees of 2% of       
net rents) before Interest Expense, income taxes, gains or losses on the        
sale of real estate and/or marketable securities, depreciation and              
amortization and extraordinary items, in each case for the twelve shopping      
centers identified on EXHIBIT F.                                                

       "Solvency Certificate" means a certificate in substantially the
form of EXHIBIT D hereto, to be delivered by Borrower pursuant to the terms     
of this Agreement.                                                              

       "Solvent" means, when used with respect to any Person, that (1)
the fair value of the property of such Person, on a going concern basis, is     
greater than the total amount of liabilities (including, without                
limitation, contingent liabilities) of such Person; (2) the present fair        
saleable value of the assets of such Person, on a going concern basis, is       
not less than the amount that will be required to pay the probable              
liabilities of such Person on its debts as they become absolute and             
matured; (3) 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; (4) such Person is not engaged in            
business or a transaction, and is not about to engage in business or a          
transaction, for which such Person's property would constitute unreasonably     
small capital after giving due consideration to the prevailing practice in      
the industry in which such Person is engaged; and (5) such Person has           
sufficient resources, provided that such resources are prudently utilized,      
to satisfy all of such Person's obligations.  Contingent liabilities will       
be computed at the amount that, in light of all the facts and circumstances     
existing at such time,                                                          

EX-5
13th Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 13th
12

represents the amount that can reasonably be expected to become an actual       
or matured liability.                                                           

      "Supplemental Fee Letter" means that certain letter, dated the
date hereof, between UBS and Borrower.                                          

      "Total Loan Commitment" means an amount equal to the aggregate
amount of all Loan Commitments.                                                 

    "Total Market Capitalization" means, at any time, the sum of
(1) Equity Value and (2) Total Outstanding Indebtedness.                        

"Total Outstanding Indebtedness" means the sum, without 
duplication, of (1) Consolidated Outstanding Indebtedness, (2) VRT's Share      
of UJV Combined Outstanding Indebtedness and (3) Contingent Liabilities.        

      "UJV Combined Outstanding Indebtedness" means, as of any time,
all indebtedness and liability for borrowed money, secured or unsecured, of     
the UJV's, on a combined basis, including mortgage and other notes payable      
but excluding any indebtedness which is margin indebtedness on cash and         
cash equivalent securities, all as reflected in the balance sheets of each      
of the UJVs, prepared in accordance with GAAP.                                  

"UJVs" means the unconsolidated joint ventures in which 
Borrower owns a beneficial interest and which are accounted for under the       
equity method in the VRT Consolidated Financial Statements other than           
Alexander's, Inc.                                                               

     "Unencumbered Combined EBITDA" means that portion of Combined
EBITDA attributable to Unencumbered Wholly-Owned Assets.                        

      "Unencumbered Current Liability" of any Plan means the amount,
if any, by which the actuarial present value of accumulated plan benefits       
as of the close of its most recent plan year, based upon the actuarial          
assumptions used by the Plan's actuary in the most recent annual valuation      
of the Plan, exceeds the fair market value of the assets allocable thereto,     
determined in accordance with Section 412 of the Code.                          

     "Unencumbered Wholly-Owned Assets" means assets, reflected on
the VRT Consolidated Financial Statements, wholly owned, directly or            
indirectly, by Borrower and not subject to any Lien to secure all or any        
portion of Secured Indebtedness.                                                

   "Unsecured Debt Yield" means, for any calendar quarter, the
ratio, expressed as a percentage, of (1) Unencumbered Combined EBITDA for       
the three (3)-month period ending with such calendar quarter annualized to      
(2) Unsecured Indebtedness as of the end of such calendar quarter.              

EX-5
14th Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 14th
13

"Unsecured Indebtedness" means that portion of Total    
Outstanding Indebtedness that is unsecured.                                     

      "VRT Consolidated Financial Statements" means the consolidated
balance sheet and related consolidated statement of operations, accumulated     
deficiency in assets and cash flows, and footnotes thereto, of Borrower,        
prepared in accordance with GAAP.                                               

      "VRT Principals" means the trustees, officers and directors of
Borrower at any applicable time.                                                

    "VRT's Share of UJV Combined Outstanding Indebtedness" means
the sum of the indebtedness of each of the UJVs contributing to UJV             
Combined Outstanding Indebtedness multiplied by Borrower's respective           
beneficial fractional interests in each such UJV.                               

  Section  1.02  Accounting Terms.  All accounting terms not
specifically defined herein shall be construed in accordance with GAAP, and     
all financial data required to be delivered hereunder shall be prepared in      
accordance with GAAP.                                                           

Section  1.03  Computation of Time Periods.  Except as  
otherwise provided herein, in this Agreement, in the computation of periods     
of time from a specified date to a later specified date, the word "from"        
means "from and including" and words "to" and "until" each means "to but        
excluding".                                                                     

Section  1.04  Rules of Construction.  When used in this
Agreement:  (1) "or" is not exclusive; (2) a reference to a law includes        
any amendment or modification to such law; (3) a reference to a Person          
includes its permitted successors and permitted assigns; (4) except as          
provided otherwise, all references to the singular shall include the plural     
and vice versa; (5) except as provided in this Agreement, a reference to an     
agreement, instrument or document shall include such agreement, instrument      
or document as the same may be amended, modified or supplemented from time      
to time in accordance with its terms and as permitted by the Loan               
Documents; (6) all references to Articles or Sections shall be to Articles      
and Sections of this Agreement unless otherwise indicated; and (7) all          
Exhibits to this Agreement shall be incorporated into this Agreement.           

ARTICLE II.  THE LOANS    

      Section  2.01  The Loans.  Subject to the terms and conditions
of this Agreement, each of the Banks severally agrees to make a loan to         
Borrower (each such loan by a Bank, a "Loan"; such loans, collectively, the     
"Loans") pursuant to which the Bank shall from time to time advance and re-     
advance to Borrower an amount equal to the excess of such Bank's Loan           
Commitment over all previous advances made by such Bank which remain            
unpaid.                                                                         

EX-5
15th Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 15th
14

Within the limits set forth herein, Borrower may borrow from time to time       
under this Section 2.01 and prepay from time to time pursuant to Section        
2.09 (subject, however, to the restrictions on prepayment set forth in said     
Section), and thereafter re-borrow pursuant to this Section 2.01.  The          
Loans may be outstanding as: (1) Base Rate Loans; (2) LIBOR Loans; or (3) a     
combination of the foregoing, as Borrower shall elect and notify                
Administrative Agent in accordance with Section 2.14.  The LIBOR Loan and       
Base Rate Loan of each Bank shall be maintained at such Bank's Applicable       
Lending Office for its LIBOR Loan and Base Rate Loan, respectively.             

      The obligations of the Banks under this Agreement are several,
and no Bank shall be responsible for the failure of any other Bank to make      
any advance of a Loan to be made by such other Bank.  However, the failure      
of any Bank to make any advance of the Loan to be made by it hereunder on       
the date specified therefor shall not relieve any other Bank of its             
obligation to make any advance of its Loan specified hereby to be made on       
such date.                                                                      

       Section  2.02  Purpose.  Borrower shall use the proceeds of the
Loans for general capital and working capital requirements of Borrower and      
its Consolidated Businesses and UJVs.                                           

   In no event shall proceeds of the Loans be used in a manner
that would violate Regulation U.                                                

     Each advance shall be subject, in addition to the limitations
and conditions applicable to advances of the Loans generally, to                
Administrative Agent's receipt, on or immediately prior to the date the         
request for such advance is made, of (1) a certificate, of the sort             
required by paragraph (3)(b) of Section 6.09, containing covenant               
compliance calculations that include the pro-forma adjustments described        
below, which calculations shall demonstrate Borrower's compliance, on a         
pro-forma basis, as of the end of the most recently ended calendar quarter      
for which financial results are required hereunder to have been reported by     
Borrower, with all covenants enumerated in said paragraph (3)(b) and (2) a      
certificate by the same officer setting forth the use of the advance, the       
income projected to be generated from such advance for purposes of              
determining Combined EBITDA and the type of income so generated.                

       In connection with each advance of Loan proceeds, the following
pro-forma adjustments shall be made to the covenant compliance calculations     
required as of the end of the most recently ended calendar quarter for          
which financial results are required hereunder to have been reported by         
Borrower:                                                                       

(i)  Total Outstanding Indebtedness and Unsecured   
Indebtedness shall be adjusted by adding thereto,                   

EX-5
16th Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 16th
15

respectively, all indebtedness and unsecured indebtedness that is incurred      
by Borrower in connection with the advance;                                     

     (ii)  Combined EBITDA, for any period, shall be adjusted by
adding the income to be included as provided in Borrower's          
certificate; and                                                    

    (iii)  Interest Expense for any period, shall be adjusted by
adding thereto interest expense to be incurred by Borrower in       
connection with the advance.                                        

      Section  2.03  Advances, Generally.  The Initial Advance shall
be in the minimum amount of Three Million Dollars ($3,000,000) and in           
integral multiples of One Hundred Thousand Dollars ($100,000) above such        
amount and shall be made upon satisfaction of the conditions set forth in       
Section 4.01.  Subsequent advances shall be made no more frequently than        
weekly thereafter, upon satisfaction of the conditions set forth in Section     
4.02.  The amount of each advance subsequent to the Initial Advance shall       
be in the minimum amount of Three Million Dollars ($3,000,000) (unless less     
than Three Million Dollars ($3,000,000) is available for disbursement           
pursuant to the terms hereof at the time of any subsequent advance, in          
which case the amount of such subsequent advance shall be equal to such         
remaining availability) and in integral multiples of One Hundred Thousand       
Dollars ($100,000) above such amount.                                           

      Section  2.04  Procedures for Advances.  Borrower shall submit
to Administrative Agent a request for each advance hereunder, stating the       
amount requested and the expected purpose for which such advance is to be       
used, no later than 10:00 a.m. (New York time) on the date, in the case of      
advances of Base Rate Loans, which is one (1) Banking Day, and, in the case     
of advances of LIBOR Loans, which is three (3) Banking Days, prior to the       
date the advance is to be made.  Administrative Agent, upon its receipt and     
approval of the request for advance, will so notify the Banks.  Not later       
than 10:00 a.m. (New York time) on the date of each advance, each Bank          
shall, through its Applicable Lending Office and subject to the conditions      
of this Agreement, make the amount to be advanced by it on such day             
available to Administrative Agent, at Administrative Agent's Office and in      
immediately available funds for the account of Borrower.  The amount so         
received by Administrative Agent shall, subject to the conditions of this       
Agreement, be made available to Borrower, in immediately available funds,       
by Administrative Agent's crediting account number 292079 of Borrower           
maintained with Administrative Agent at Administrative Agent's Office.          

      Section  2.05  Interest Periods; Renewals.  In the case of the
LIBOR Loans, Borrower shall select an Interest Period of any duration in        
accordance with the definition of Interest Period in Section 1.01, subject      
to the following limitations:  (1) no Interest Period may extend beyond the     
Maturity Date; (2) if an                                                        

EX-5
17th Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 17th
16

Interest Period would end on a day which is not a Banking Day, such             
Interest Period shall be extended to the next Banking Day, unless such          
Banking Day would fall in the next calendar month, in which event such          
Interest Period shall end on the immediately preceding Banking Day; and (3)     
only eight (8) discrete segments of a Bank's Loan bearing interest at a         
LIBOR Interest Rate, for a designated Interest Period, pursuant to a            
particular Election, Conversion or Continuation, may be outstanding at any      
one time (each such segment of each Bank's Loan corresponding to a              
proportionate segment of each of the other Banks' Loans).                       

Upon notice to Administrative Agent as provided in      
Section 2.14, Borrower may Continue any LIBOR Loan on the last day of the       
Interest Period of the same or different duration in accordance with the        
limitations provided above.                                                     

Section  2.06  Interest.  Borrower shall pay interest to
Administrative Agent for the account of the applicable Bank on the              
outstanding and unpaid principal amount of the Loans, at a rate per annum       
as follows:  (1) for Base Rate Loans at a rate equal to the Base Rate plus      
the Applicable Margin; and (2) for LIBOR Loans at a rate equal to the           
applicable LIBOR Interest Rate plus the Applicable Margin.  Any principal       
amount not paid when due (when scheduled, at acceleration or otherwise)         
shall bear interest thereafter, payable on demand, at the Default Rate.         

       The interest rate on Base Rate Loans shall change when the Base
Rate changes.  Interest on Base Rate Loans and LIBOR Loans shall not exceed     
the maximum amount permitted under applicable law.  Interest shall be           
calculated for the actual number of days elapsed on the basis of, in the        
case of both Base Rate Loans and LIBOR Loans, three hundred sixty (360)         
days.                                                                           

     Accrued interest shall be due and payable in arrears upon and
with respect to any payment or prepayment of principal and on the first         
Banking Day of each calendar month; provided, however, that interest            
accruing at the Default Rate shall be due and payable on demand.                

Section  2.07  Fees.  (a)  Borrower agrees to pay to    
Administrative Agent, for its account, the fees provided for in the             
Supplemental Fee Letter.                                                        

 (b)  Borrower shall, during the term of the Loans, pay to
Administrative Agent for the account of each Bank a commitment fee computed     
on the daily unused Loan Commitment of such Bank, at a rate per annum equal     
to one-quarter percent (.25%), calculated on the basis of a year of three       
hundred sixty (360) days for the actual number of days elapsed.  The            
accrued commitment fee shall be due and payable in arrears on the tenth         
(10th) day of June, September, December and March of each year, commencing      
on the first such date after the Closing Date, and upon the Maturity Date       
or earlier termination of the Loan Commitments.                                 

EX-5
18th Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 18th
17

(c)  Borrower shall pay to Administrative Agent, for the
account of Administrative Agent, on the Closing Date and on each                
anniversary of the Closing Date thereafter until (but excluding) the            
Maturity Date or earlier termination of the Loan Commitments, an annual         
administration fee in the amount of $50,000.                                    

    Section  2.08  Notes.  The Loan made by each Bank under this
Agreement shall be evidenced by, and repaid with interest in accordance         
with, a single promissory note of Borrower in the form of EXHIBIT B hereto      
duly completed and executed by Borrower, representing the amount of such        
Bank's Loan Commitment, or if less, the aggregate unpaid principal amount       
of all Loans by such Bank to Borrower, payable to such Bank for the account     
of its Applicable Lending Office (each, a "Note" and collectively, the          
"Notes").  Each Note shall mature, and all outstanding principal and other      
sums thereunder shall be paid in full, on the Maturity Date.                    

    Each Bank is hereby authorized by Borrower to endorse on the
schedule attached to the Note held by it, the amount of each advance and        
each payment of principal received by such Bank for the account of its          
Applicable Lending Office(s) on account of its Loan, which endorsement          
shall, in the absence of manifest error, be conclusive as to the                
outstanding balance of the Loan made by such Bank; provided, however, that      
the failure to make such notation with respect to the Loan or each advance      
or payment shall not limit or otherwise affect the obligations of Borrower      
under this Agreement or the Note held by such Bank.  Each Bank agrees that      
prior to any assignment of the Note it will endorse the schedule attached       
to its Note.                                                                    

  Section  2.09  Prepayments.  Without prepayment premium or
penalty but subject to Section 3.05, Borrower may, upon at least one (1)        
Banking Day's notice to Administrative Agent in the case of the Base Rate       
Loans, and at least three (3) Banking Days' notice to Administrative Agent      
in the case of LIBOR Loans, prepay the Loans in whole or, with respect to       
Base Rate Loans only, in part, provided that (1) any partial prepayment         
under this Section shall be in integral multiples of One Million Dollars        
($1,000,000); and (2) each prepayment under this Section shall include all      
interest accrued on the amount of principal prepaid to (but excluding) the      
date of prepayment.                                                             

 Section  2.10  Changes of Commitments.  (a)  At any time,
Borrower shall have the right, without premium or penalty, to terminate any     
unused Loan Commitments existing as of the date of such termination, in         
whole or in part, from time to time, provided that: (1) Borrower shall give     
notice of each such termination to Administrative Agent no later then 10:00     
a.m. (New York time) on the date which is three (3) Banking Days prior to       
the effectiveness of such termination; (2) the Loan Commitments of each of      
the Banks must be terminated ratably and                                        

EX-5
19th Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 19th
18

simultaneously with those of the other Banks; and (3) each partial              
termination of the Loan Commitments as a whole (and corresponding reduction     
of the Total Loan Commitment) shall be in an integral multiple of One           
Million Dollars ($1,000,000).                                                   

       (b)  The Loan Commitments, to the extent terminated, may not be
reinstated.                                                                     

   Section  2.11  Method of Payment.  Borrower shall make each
payment under this Agreement and under the Notes not later than 11:00 A.M.      
(New York time) on the date when due in Dollars to Administrative Agent at      
Administrative Agent's Office in immediately available funds.                   
Administrative Agent will thereafter, on the day of its receipt of each         
such payment, cause to be distributed to each Bank (1) such Bank's ratable      
share (based upon the respective outstanding principal amounts and interest     
due under the Notes of the Banks) of the payments of principal and interest     
in like funds for the account of such Bank's Applicable Lending Office; and     
(2) fees payable to such Bank in accordance with the terms of this              
Agreement.  Borrower hereby authorizes Administrative Agent and the Banks,      
if and to the extent payment by Borrower is not made when due under this        
Agreement or under the Notes, to charge from time to time against any           
account Borrower maintains with Administrative Agent or any Bank any amount     
so due to Administrative Agent and/or the Banks.                                

     Except to the extent provided in this Agreement, whenever any
payment to be made under this Agreement or under the Notes is due on any        
day other than a Banking Day, such payment shall be made on the next            
succeeding Banking Day, and such extension of time shall in such case be        
included in the computation of the payment of interest and other fees, as       
the case may be.                                                                

       Section  2.12  Elections, Conversions or Continuation of Loans.
Subject to the provisions of Article III and Sections 2.05 and 2.13,            
Borrower shall have the right to Elect to have all or a portion of any          
advance of the Loans be LIBOR Loans, to Convert Base Rate Loans into LIBOR      
Loans, to Convert LIBOR Loans into Base Rate Loans, or to Continue LIBOR        
Loans as LIBOR Loans, at any time or from time to time, provided that: (1)      
Borrower shall give Administrative Agent notice of each such Election,          
Conversion or Continuation as provided in Section 2.14; and (2) a LIBOR         
Loan may be Continued only on the last day of the applicable Interest           
Period for such LIBOR Loan.  Except as otherwise provided in this               
Agreement, each Election, Continuation and Conversion shall be applicable       
to each Bank's Loan in accordance with its Pro Rata Share.                      

      Section  2.13  Minimum Amounts. With respect to the Loans as a
whole, each Election and each Conversion shall be in an amount at least         
equal to Three Million Dollars ($3,000,000)                                     

EX-5
20th Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 20th
19

and in integral multiples of One Hundred Thousand Dollars ($100,000).           

       Section  2.14  Certain Notices Regarding Elections, Conversions
and Continuations of Loans.  Notices by Borrower to Administrative Agent of     
Elections, Conversions and Continuations of LIBOR Loans shall be                
irrevocable and shall be effective only if received by Administrative Agent     
not later than 10:00 a.m. (New York time) on the number of Banking Days         
prior to the date of the relevant Election, Conversion or Continuation          
specified below:                                                                

                                                                [Download Table]

                                    Number of                  
      Notice                              Banking Days Prior   
                                                               
Conversions into Base Rate                                     
Loans                                     one (1)              

Elections of, Conversions into                                 
or Continuations as, LIBOR Loans                      three (3)

Promptly following its receipt of any such notice, Administrative Agent         
shall so advise the Banks.  Each such notice of Election shall specify the      
portion of the amount of the advance that is to be LIBOR Loans (subject to      
Section 2.13) and the duration of the Interest Period applicable thereto        
(subject to Section 2.05); each such notice of Conversion shall specify the     
LIBOR Loans or Base Rate Loans to be Converted; and each such notice of         
Conversion or Continuation shall specify the date of Conversion or              
Continuation (which shall be a Banking Day), the amount thereof (subject to     
Section 2.13) and the duration of the Interest Period applicable thereto        
(subject to Section 2.05).  In the event that Borrower fails to Elect to        
have any portion of an advance be LIBOR Loans, the entire amount of such        
advance shall constitute Base Rate Loans.  In the event that Borrower fails     
to Continue LIBOR Loans within the time period and as otherwise provided in     
this Section, such LIBOR Loans will be automatically Converted into Base        
Rate Loans on the last day of the then current applicable Interest Period       
for such LIBOR Loans.                                                           

EX-5
21st Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 21st
20

ARTICLE III.  YIELD PROTECTION;     
ILLEGALITY; ETC.    

     Section  3.01  Additional Costs.  Borrower shall pay directly
to each Bank from time to time on demand such amounts as such Bank may          
reasonably determine to be necessary to compensate it for any increased         
costs which such Bank determines are attributable to its making or              
maintaining a LIBOR Loan, or its obligation to make or maintain a LIBOR         
Loan, or its obligation to Convert a Base Rate Loan to a LIBOR Loan             
hereunder, or any reduction in any amount receivable by such Bank hereunder     
in respect of its LIBOR Loan or such obligations (such increases in costs       
and reductions in amounts receivable being herein called "Additional            
Costs"), in each case resulting from any Regulatory Change which:               

    (1)  changes the basis of taxation of any amounts payable to
such Bank under this Agreement or the Notes in respect of any such  
LIBOR Loan (other than (i) changes in the rate of general corporate,
franchise, branch profit, net income or other income tax imposed on 
 such Bank or its Applicable Lending Office or (ii) a tax described in
Section 10.13); or                                                  

       (2)  (other than to the extent the LIBOR Reserve Requirement is
taken into account in determining the LIBOR Rate at the commencement
of the applicable Interest Period) imposes or modifies any reserve, 
special deposit, deposit insurance or assessment, minimum capital,  
capital ratio or similar requirements relating to any extensions of 
credit or other assets of, or any deposits with or other liabilities
of, such Bank (including any LIBOR Loan or any deposits referred to 
in the definition of "LIBOR Interest Rate" in Section 1.01), or any 
commitment of such Bank (including such Bank's Loan Commitment      
hereunder); or                                                      

   (3)  imposes any other condition (unrelated to the basis of
 taxation referred to in paragraph (1) above) affecting this Agreement
or the Notes (or any of such extensions of credit or liabilities).  

  Without limiting the effect of the provisions of the first
paragraph of this Section, in the event that, by reason of any Regulatory       
Change, any Bank either (1) incurs Additional Costs based on or measured by     
the excess above a specified level of the amount of a category of deposits      
of other liabilities of such Bank which includes deposits by reference to       
which the LIBOR Interest Rate is determined as provided in this Agreement       
or a category of extensions of credit or other assets of such Bank which        
includes loans based on the LIBOR Interest Rate or (2) becomes subject to       
restrictions on the amount of such a category of liabilities or assets          
which it may hold, then, if such Bank so elects by notice to Borrower (with     
a copy to Administrative                                                        

EX-5
22nd Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 22nd
21

Agent), the obligation of such Bank to permit Elections of, to Continue, or     
to Convert Base Rate Loans into, LIBOR Loans shall be suspended (in which       
case the provisions of Section 3.04 shall be applicable) until such             
Regulatory Change ceases to be in effect.                                       

     Determinations and allocations by a Bank for purposes of this
Section of the effect of any Regulatory Change pursuant to the first or         
second paragraph of this Section, on its costs or rate of return of making      
or maintaining its Loan or portions thereof or on amounts receivable by it      
in respect of its Loan or portions thereof, and the amounts required to         
compensate such Bank under this Section, shall be included in a calculation     
of such amounts given to Borrower and shall be conclusive absent manifest       
error.                                                                          

     Section  3.02  Limitation on Types of Loans.  Anything herein
to the contrary notwithstanding, if, on or prior to the determination of        
the LIBOR Interest Rate for any Interest Period:                                

(1)  Administrative Agent reasonably determines (which  
determination shall be conclusive) that quotations of interest rates
for the relevant deposits referred to in the definition of "LIBOR   
 Interest Rate" in Section 1.01 are not being provided in the relevant
amounts or for the relevant maturities for purposes of determining  
rates of interest for the LIBOR Loans as provided in this Agreement;
or                                                                  

       (2)  a Bank reasonably determines (which determination shall be
conclusive) and promptly notifies Administrative Agent that the     
relevant rates of interest referred to in the definition of "LIBOR  
Interest Rate" in Section 1.01 upon the basis of which the rate of  
 interest for LIBOR Loans for such Interest Period is to be determined
do not adequately cover the cost to such Bank of making or          
maintaining such LIBOR Loan for such Interest Period;               

then Administrative Agent shall give Borrower prompt notice thereof, and so     
long as such condition remains in effect, the Banks (or, in the case of the     
circumstances described in clause (2) above, the affected Bank) shall be        
under no obligation to permit Elections of LIBOR Loans, to Convert Base         
Rate Loans into LIBOR Loans or to Continue LIBOR Loans and Borrower shall,      
on the last day(s) of the then current Interest Period(s) for the affected      
outstanding LIBOR Loans, either prepay the affected LIBOR Loans or Convert      
the affected LIBOR Loans into Base Rate Loans in accordance with Section        
2.12.                                                                           

       Section  3.03  Illegality.  Notwithstanding any other provision
of this Agreement, in the event that it becomes unlawful for any Bank or        
its Applicable Lending Office to honor its obligation to make or maintain a     
LIBOR Loan hereunder, to allow Elections of a LIBOR Loan or to Convert a        
Base Rate Loan                                                                  

EX-5
23rd Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 23rd
22

into a LIBOR Loan, then such Bank shall promptly notify Administrative          
Agent and Borrower thereof and such Bank's obligation to make or maintain,      
to permit Elections of, to Continue, or to Convert its Base Rate Loan into,     
a LIBOR Loan shall be suspended (in which case the provisions of Section        
3.04 shall be applicable) until such time as such Bank may again make and       
maintain a LIBOR Loan.                                                          

       Section  3.04  Treatment of Affected Loans.  If the obligations
of any Bank to permit an Election of a LIBOR Loan, to Continue its LIBOR        
Loan, or to Convert its Base Rate Loan into a LIBOR Loan, are suspended         
pursuant to Sections 3.01 or 3.03 (each LIBOR Loan so affected being herein     
called an "Affected Loan"), such Bank's Affected Loan shall be                  
automatically Converted into a Base Rate Loan on the last day of the then       
current Interest Period for the Affected Loan (or, in the case of a             
Conversion required by Sections 3.01 or 3.03, on such earlier date as such      
Bank may specify to Borrower).                                                  

To the extent that such Bank's Affected Loan has been so
Converted, all payments and prepayments of principal which would otherwise      
be applied to such Bank's Affected Loan shall be applied instead to its         
Base Rate Loan and such Bank shall have no obligation to Convert its Base       
Rate Loan into a LIBOR Loan.                                                    

      Section  3.05  Certain Compensation.  Other than in connection
with a Conversion of an Affected Loan, Borrower shall pay to Administrative     
Agent for the account of the applicable Bank, upon the request of such Bank     
through Administrative Agent which request includes a calculation of the        
amount(s) due, such amount or amounts as shall be sufficient (in the            
reasonable opinion of such Bank) to compensate it for any loss, cost or         
expense which such Bank reasonably determines is attributable to:               

     (1)  any payment, prepayment, Conversion or Continuation of a
LIBOR Loan made by such Bank on a date other than the last day of an
applicable Interest Period for such LIBOR Loan whether by reason of 
acceleration or otherwise; or                                       

 (2)  any failure by Borrower for any reason to Convert or
Continue a LIBOR Loan to be Converted or Continued by such Bank on  
the date specified therefor in the relevant notice under Section    
2.14; or                                                            

   (3)  any failure by Borrower to borrow (or to qualify for a
 borrowing of) a LIBOR Loan which would otherwise be made hereunder on
 the date specified in the relevant Election notice under Section 2.14
given or submitted by Borrower.                                     

       Without limiting the foregoing, such compensation shall include
an amount equal to the present value (using as the                              

EX-5
24th Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 24th
23

discount rate an interest rate equal to the rate determined under (2)           
below) of the excess, if any, of (1) the amount of interest (less the           
Applicable Margin) which otherwise would have accrued on the principal          
amount so paid, prepaid, Converted or Continued (or not Converted,              
Continued or borrowed) for the period from the date of such payment,            
prepayment, Conversion or Continuation (or failure to Convert, Continue or      
borrow) to the last day of the then current applicable Interest Period for      
the LIBOR Loan (or, in the case of a failure to Convert, Continue or            
borrow, to the last day of the applicable Interest Period for the LIBOR         
Loan which would have commenced on the date specified therefor in the           
relevant notice) at the applicable rate of interest for the LIBOR Loan          
provided for herein, over (2) the amount of interest (as reasonably             
determined by such Bank) based upon the interest rate which such Bank would     
have bid in the London interbank market for Dollar deposits, for amounts        
comparable to such principal amount and maturities comparable to such           
period.  A determination of any Bank as to the amounts payable pursuant to      
this Section shall be conclusive absent manifest error.                         

Section  3.06  Capital Adequacy.  If any Bank shall have
determined that, after the date hereof, the adoption of any applicable law,     
rule or regulation regarding capital adequacy, or any change therein, or        
any change in the interpretation or administration thereof by any               
Governmental Authority, central bank or comparable agency charged with the      
interpretation or administration thereof, or any request or directive           
regarding capital adequacy (whether or not having the force of law) of any      
such Governmental Authority, central bank or comparable agency, has or          
would have the effect of reducing the rate of return on capital of such         
Bank (or its Parent) as a consequence of such Bank's obligations hereunder      
to a level below that which such Bank (or its Parent) could have achieved       
but for such adoption, change, request or directive (taking into                
consideration its policies with respect to capital adequacy) by an amount       
deemed by such Bank to be material, then from time to time, within fifteen      
(15) days after demand by such Bank (with a copy to Administrative Agent),      
Borrower shall pay to such Bank such additional amount or amounts as will       
compensate such Bank (or its Parent) for such reduction.  A certificate of      
any Bank claiming compensation under this Section, setting forth in             
reasonable detail the basis therefor, shall be conclusive absent manifest       
error.                                                                          

Section  3.07  Substitution of Banks.  If any Bank (an  
"Affected Bank") (i) makes demand upon Borrower for (or if Borrower is          
otherwise required to pay) Additional Costs pursuant to Section 3.01 or         
(ii) is unable to make or maintain its Pro Rata Share of the Loan at the        
LIBOR Based Rate as a result of a condition described in Section 3.03 or        
clause (2) of Section 3.02, Borrower may, within ninety (90) days of            
receipt of such demand or notice (or the occurrence of such other event         
causing Borrower to be required to pay Additional Costs or causing said         

EX-5
25th Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 25th
24

Section 3.03 or clause (2) of Section 3.02 to be applicable), as the case       
may be, give written notice (a "Replacement Notice") to Administrative          
Agent and to each Bank of Borrower's intention either (x) to prepay in full     
the Affected Bank's Note and to terminate the Affected Bank's entire Loan       
Commitment or (y) to replace the Affected Bank with another financial           
institution (the "Replacement Bank") designated in such Replacement Notice.     

     In the event Borrower opts to give the notice provided for in
clause (x) above, and if the Affected Bank shall not agree within thirty        
(30) days of its receipt thereof to waive the payment of the Additional         
Costs in question or the effect of the circumstances described in Section       
3.03 or clause (2) of Section 3.02, then, so long as no Default or Event of     
Default shall exist, Borrower may (notwithstanding the provisions of clause     
(2) of Section 2.10(a)) terminate the Affected Bank's entire Loan               
Commitment, provided that in connection therewith it pays to the Affected       
Bank all outstanding principal and accrued and unpaid interest under the        
Affected Bank's Note, together with all other amounts, if any, due from         
Borrower to the Affected Bank, including all amounts properly demanded and      
unreimbursed under Section 3.01.                                                

     In the event Borrower opts to give the notice provided for in
clause (y) above, and if (i) Administrative Agent shall, within thirty (30)     
days of its receipt of the Replacement Notice, notify Borrower and each         
Bank in writing that the Replacement Bank is reasonably satisfactory to         
Administrative Agent and (ii) the Affected Bank shall not, prior to the end     
of such thirty (30)-day period, agree to waive the payment of the               
Additional Costs in question or the effect of the circumstances described       
in Section 3.03 or clause (2) of Section 3.02, then the Affected Bank           
shall, so long as no Default or Event of Default shall exist, assign its        
Note and all of its rights and obligations under this Agreement to the          
Replacement Bank, and the Replacement Bank shall assume all of the Affected     
Bank's rights and obligations, pursuant to an agreement, substantially in       
the form of an Assignment and Assumption Agreement, executed by the             
Affected Bank and the Replacement Bank.  In connection with such assignment     
and assumption, the Replacement Bank shall pay to the Affected Bank an          
amount equal to the outstanding principal amount under the Affected Bank's      
Note plus all interest accrued thereon, plus all other amounts, if any          
(other than the Additional Costs in question), then due and payable to the      
Affected Bank; provided, however, that prior to or simultaneously with any      
such assignment and assumption, Borrower shall have paid to such Affected       
Bank all amounts properly demanded and unreimbursed under Section 3.01.         
Upon the effective date of such assignment and assumption, the Replacement      
Bank shall become a Bank Party to this Agreement and shall have all the         
rights and obligations of a Bank as set forth in such Assignment and            
Assumption Agreement, and the Affected Bank shall be released from its          
obligations hereunder, and no further consent or action by any party shall      
be                                                                              

EX-5
26th Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 26th
25

required.  Upon the consummation of any assignment pursuant to this             
Section, a substitute note shall be issued to the Replacement Bank by           
Borrower, in exchange for the return of the Affected Bank's Note.  Such         
substitute note shall constitute a "Note" and the obligations evidenced by      
such substitute note shall constitute "Obligations" for all purposes of         
this Agreement and the other Loan Documents.  If the Replacement Bank is        
not incorporated under the laws of the United States of America or a state      
thereof, it shall, prior to the first date on which interest or fees are        
payable hereunder for its account, deliver to Borrower and Administrative       
Agent certification as to exemption from deduction or withholding of any        
United States federal income taxes in accordance with Section 10.13.  Each      
Replacement Bank shall be deemed to have made the representations contained     
in, and shall be bound by the provisions of, Section 10.13.                     

       Borrower, Administrative Agent and the Banks shall execute such
modifications to the Loan Documents as shall be reasonably required in          
connection with and to effectuate the foregoing.                                

ARTICLE IV.  CONDITIONS PRECEDENT     

   Section  4.01  Conditions Precedent to the Initial Advance.
The obligations of the Banks hereunder and the obligation of each Bank to       
make the Initial Advance are subject to the condition precedent that            
Administrative Agent shall have received on or before the Closing Date          
(other than with respect to paragraph (10) below which shall be required        
prior to the Initial Advance) each of the following documents, and each of      
the following requirements shall have been fulfilled:                           

(1)   Fees and Expenses.  The payment of (A) the first  
instalment of the annual administration fee required by Section     
2.07(c); (B) all fees and expenses incurred by Administrative Agent 
(including, without limitation, the reasonable fees and expenses of 
legal counsel) and (C) those fees specified in the Supplemental Fee 
Letter to be paid to Administrative Agent on or before the Closing  
Date;                                                               

(2)  Note.  The Note for UBS, duly executed by Borrower;

(3)   Financials of Borrower.  Audited VRT Consolidated 
Financial Statements as of and for the year ended December 31, 1993,
acceptable to the Banks;                                            

     (4)  Evidence of Formation of Borrower.  Certified (as of the
Closing Date) copies of Borrower's declaration of trust and by-laws,
with all amendments thereto, and a                                  

EX-5
27th Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 27th
26

certificate of the Secretary of State of the jurisdiction of formation as       
to its good standing therein;                                                   

(5)  Evidence of All Trust Action.  Certified (as of the
Closing Date) copies of all documents evidencing the trust action   
 taken by Borrower authorizing the execution, delivery and performance
of the Loan Documents and each other document to be delivered by or 
on behalf of Borrower pursuant to this Agreement;                   

 (6)  Incumbency and Signature Certificate of Borrower.  A
certificate (dated as of the Closing Date) of the secretary of      
Borrower certifying the names and true signatures of each person    
authorized to sign on behalf of Borrower;                           

(7)  Solvency Certificate.  A Solvency Certificate, duly
executed, from Borrower;                                            

   (8)  Opinion of Counsel for Borrower.  A favorable opinion,
dated the Closing Date, of Sullivan & Cromwell and Ballard Spahr    
Andrews & Ingersoll, counsel for Borrower, as to such matters as    
Administrative Agent may reasonably request;                        

  (9)  Authorization Letter.  The Authorization Letter, duly
executed by Borrower;                                               

(10)  Request for Advance.  A request for an advance in 
accordance with Section 2.04;                                       

      (11)  Certificate.  The following statements shall be true and
Administrative Agent shall have received a certificate dated the    
Closing Date signed by a duly authorized signatory of Borrower      
stating, to the best of the certifying party's knowledge, the       
following:                                                          

             (a)  All representations and warranties contained in this
      Agreement and in each of the other Loan Documents are true and
      correct on and as of the Closing Date as though made on and as
of such date, and                                       

           (b)  No Default or Event of Default has occurred and is
      continuing, or could result from the transactions contemplated
by this Agreement and the other Loan Documents; and     

    (12)  Supplemental Fee Letter.  The Supplemental Fee Letter,
duly executed by Borrower.                                          

 Section  4.02  Conditions Precedent to Advances After the
Initial Advance.  The obligation of each Bank to make                           

EX-5
28th Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 28th
27

advances of the Loans subsequent to the Initial Advance shall be subject to     
satisfaction of the following conditions precedent:                             

      (1)  No Default or Event of Default shall have occurred and be
continuing as of the date of the advance;                           

    (2)  Each of the representations and warranties contained in
this Agreement and in each of the other Loan Documents (other than  
that in the last sentence of Section 5.13) shall be true and correct
as of the date of the advance; and                                  

      (3)  Administrative Agent shall have received a request for an
advance in accordance with Section 2.04.                            

Section  4.03  Deemed Representations.  Each request by 
Borrower for, and acceptance by Borrower of, an advance of proceeds of the      
Loans shall constitute a representation and warranty by Borrower that, as       
of both the date of such request and the date of the advance (1) no Default     
or Event of Default has occurred and is continuing, and (2) each                
representation or warranty contained in this Agreement or the other Loan        
Documents (other than that in the last sentence of Section 5.13) is true        
and correct.                                                                    

ARTICLE V.  REPRESENTATIONS AND WARRANTIES    

    Borrower represents and warrants to Administrative Agent and
each Bank as follows:                                                           

     Section  5.01  Due Organization.  Borrower is duly organized,
validly existing and in good standing under the laws of the jurisdiction of     
its organization, has the power and authority to own its assets and to          
transact the business in which it is now engaged, and, if applicable, is        
duly qualified for the conduct of business and in good standing under the       
laws of each other jurisdiction in which such qualification is required and     
where the failure to be so qualified would have a material adverse affect       
on Borrower and its Consolidated Businesses taken as a whole.                   

    Section  5.02  Power and Authority; No Conflicts; Compliance
With Laws.  The execution, delivery and performance of the obligations          
required to be performed by Borrower of the Loan Documents does not and         
will not (a) require the consent or approval of its shareholders or such        
consent or approval has been obtained, (b) contravene either its                
declaration of trust or by-laws, (c) violate any provision of, or require       
any filing, registration, consent or approval under, any Law (including,        
without limitation, Regulation U), order, writ, judgment, injunction,           
decree, determination or award presently in effect having applicability to      
it, (d) result in a breach of or                                                

EX-5
29th Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 29th
28

constitute a default under or require any consent under any indenture or        
loan or credit agreement or any other agreement, lease or instrument to         
which it may be a party or by which it or its properties may be bound or        
affected except for consents which have been obtained, (e) result in, or        
require, the creation or imposition of any Lien, upon or with respect to        
any of its properties now owned or hereafter acquired, or (f) cause it to       
be in default under any such Law, order, writ, judgment, injunction,            
decree, determination or award or any such indenture, agreement, lease or       
instrument; to the best of its knowledge, Borrower is in compliance with        
all Laws applicable to it and its properties where the failure to be in         
compliance would cause a Material Adverse Change to occur.                      

 Section  5.03  Legally Enforceable Agreements.  Each Loan
Document is a legal, valid and binding obligation of Borrower, enforceable      
against Borrower in accordance with its terms, except to the extent that        
such enforcement may be limited by applicable bankruptcy, insolvency and        
other similar laws affecting creditors' rights generally.                       

     Section  5.04  Litigation.  Except as disclosed in Borrower's
SEC Reports existing as of the date hereof, there are no actions, suits or      
proceedings pending or, to its knowledge, threatened against Borrower or        
any of its Affiliates before any court or arbitrator or any Governmental        
Authority reasonably likely to have a material effect on Borrower's ability     
to repay the Loans.                                                             

      Section  5.05  Good Title to Properties.  Borrower and each of
its Affiliates have good, marketable and legal title to all of the              
properties and assets each of them purports to own (including, without          
limitation, those reflected in the December 31, 1993 financial statements       
referred to in Section 5.13) and, in the case of all of Borrower's shopping     
center properties, only with exceptions which do not materially detract         
from the value of such property or assets or the use thereof in Borrower's      
and such Affiliate's business, and except to the extent that any such           
properties and assets have been encumbered or disposed of since the date of     
such financial statements without violating any of the covenants contained      
in Article VII or elsewhere in this Agreement.  Borrower and its Material       
Affiliates enjoy peaceful and undisturbed possession of all leased property     
necessary in any material respect in the conduct of their respective            
businesses.  All such leases are valid and subsisting and are in full force     
and effect.                                                                     

 Section  5.06  Taxes.  Borrower has filed all tax returns
(federal, state and local) required to be filed and has paid all taxes,         
assessments and governmental charges and levies due and payable without the     
imposition of a penalty, including interest and penalties, except to the        
extent they are the subject of a Good Faith Contest.                            

EX-5
30th Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 30th
29

Section  5.07  ERISA.  Borrower is in compliance in all 
material respects with all applicable provisions of ERISA.  Neither a           
Reportable Event nor a Prohibited Transaction has occurred with respect to      
any Plan; no notice of intent to terminate a Plan has been filed nor has        
any Plan been terminated within the past five (5) years; no circumstance        
exists which constitutes grounds under Section 4042 of ERISA entitling the      
PBGC to institute proceedings to terminate, or appoint a trustee to             
administer, a Plan, nor has the PBGC instituted any such proceedings;           
Borrower and the ERISA Affiliates thereof have not completely or partially      
withdrawn under Sections 4201 or 4204 of ERISA from a Multiemployer Plan;       
Borrower and the ERISA Affiliates thereof have met the minimum funding          
requirements of Section 412 of the Code and Section 302 of ERISA of each        
with respect to the Plans of each and there is no Unfunded Current              
Liability with respect to any Plan established or maintained by each; and       
Borrower and the ERISA Affiliates thereof have not incurred any liability       
to the PBGC under ERISA (other than for the payment of premiums under           
Section 4007 of ERISA).  No part of the funds to be used by Borrower in         
satisfaction of its obligations under this Agreement constitute "plan           
assets" of any "employee benefit plan" within the meaning of ERISA or of        
any "plan" within the meaning of Section 4975(e)(1) of the Code, as             
interpreted by the Internal Revenue Service and the U.S. Department of          
Labor in rules, regulations, releases, bulletins or as interpreted under        
applicable case law.                                                            

     Section  5.08  No Default on Outstanding Judgments or Orders.
Borrower has satisfied all judgments which are not being appealed and is        
not in default with respect to any judgment, order, writ, injunction,           
decree, rule or regulation of any court, arbitrator or federal, state,          
municipal or other Governmental Authority, commission, board, bureau,           
agency or instrumentality, domestic or foreign.                                 

  Section  5.09  No Defaults on Other Agreements.  Except as
disclosed to the Bank Parties in writing or as disclosed in Borrower's SEC      
Reports, Borrower, to the best of its knowledge, is not a party to any          
indenture, loan or credit agreement or any lease or other agreement or          
instrument or subject to any partnership, trust or other restriction which      
is likely to result in a Material Adverse Change.  To the best of its           
knowledge, Borrower is not in default in any respect in the performance,        
observance or fulfillment of any of the obligations, covenants or               
conditions contained in any agreement or instrument which is likely to          
result in a Material Adverse Change.                                            

      Section  5.10  Government Regulation.  Borrower is not subject
to regulation under the Investment Company Act of 1940 or any statute or        
regulation limiting any such Person's ability to incur indebtedness for         
money borrowed as contemplated hereby.                                          

EX-5
31st Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 31st
30

Section  5.11  Environmental Protection.  To Borrower's 
knowledge, except as disclosed in Borrower's SEC Reports existing as of the     
date hereof, none of Borrower's or its Affiliates' properties contains any      
Hazardous Materials that, under any Environmental Law currently in effect,      
(1) would impose liability on Borrower that is likely to result in a            
Material Adverse Change, or (2) is likely to result in the imposition of a      
Lien on any assets of Borrower or its Material Affiliates that is likely to     
result in a Material Adverse Change.  To Borrower's knowledge, neither it       
nor any of its Material Affiliates is in violation of, or subject to any        
existing, pending or threatened investigation or proceeding by any              
Governmental Authority under any Environmental Law that is likely to result     
in a Material Adverse Change.                                                   

       Section  5.12  Solvency.  Borrower is, and upon consummation of
the transactions contemplated by this Agreement, the other Loan Documents       
and any other documents, instruments or agreements relating thereto, will       
be, Solvent.                                                                    

  Section  5.13  Financial Statements.  The VRT Consolidated
Financial Statements most recently delivered to the Banks pursuant to the       
terms of this Agreement are in all material respects complete and correct       
and fairly present the financial condition of the subjects thereof as of        
the dates of and for the periods covered by such statements, all in             
accordance with GAAP.  There has been no Material Adverse Change since the      
date of such most recently delivered VRT Consolidated Financial Statements.     

    Section  5.14  Valid Existence of Affiliates.  Each Material
Affiliate is a corporation duly organized and existing in good standing         
under the laws of the jurisdiction of its formation.  As to each Material       
Affiliate, its correct name, the jurisdiction of its formation, Borrower's      
percentage of beneficial interest therein, and the type of business in          
which it is primarily engaged, are set forth on said EXHIBIT C.  Borrower       
and each of its Material Affiliates have the power to own their respective      
properties and to carry on their respective businesses now being conducted.     
Each Material Affiliate is duly qualified as a foreign corporation to do        
business and is in good standing in every jurisdiction in which the nature      
of the respective businesses conducted by it or its respective properties,      
owned or held under lease, make such qualification necessary and where the      
failure to be so qualified would have the effect of a Material Adverse          
Change on Borrower and its Consolidated Businesses taken as a whole.            

      Section  5.15  Insurance.  Borrower and each of its Affiliates
has in force paid insurance with financially sound and reputable insurance      
companies or associations in such amounts and covering such risks as are        
usually carried by companies engaged in the same or a similar business and      
similarly situated.                                                             

EX-5
32nd Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 32nd
31

Section  5.16  Accuracy of Information; Full Disclosure.
Neither this Agreement nor any documents, financial statements, reports,        
notices, schedules, certificates, statements or other writings furnished by     
or on behalf of Borrower to Administrative Agent or any Bank in connection      
with the negotiation of this Agreement or the consummation of the               
transactions contemplated hereby, or required herein to be furnished by or      
on behalf of Borrower (other than projections which are made by Borrower in     
good faith), contains any untrue or misleading statement of a material fact     
or omits a material fact necessary to make the statements herein or therein     
not misleading.  There is no fact which Borrower has not disclosed to           
Administrative Agent and the Banks in writing or which is not included in       
Borrower's SEC Reports which materially affects adversely nor, so far as        
Borrower can now foresee, will materially affect adversely the business or      
financial condition of Borrower or the ability of Borrower to perform this      
Agreement and the other Loan Documents.                                         

ARTICLE VI.  AFFIRMATIVE COVENANTS    

   So long as any of the Notes shall remain unpaid or the Loan
Commitments remain in effect, or any other amount is owing by Borrower to       
any Bank hereunder or under any other Loan Document, Borrower shall:            

       Section  6.01  Maintenance of Existence.  Preserve and maintain
its legal existence and, if applicable, good standing in the jurisdiction       
of organization and, if applicable, qualify and remain qualified as a           
foreign corporation in each jurisdiction in which such qualification is         
required, except to the extent that failure to so qualify is not likely to      
result in a Material Adverse Change.                                            

     Section  6.02  Maintenance of Records.  Keep adequate records
and books of account, in which complete entries will be made in accordance      
with GAAP, reflecting all of its financial transactions.                        

Section  6.03  Maintenance of Insurance.  At all times, 
maintain and keep in force, and cause each of its Material Affiliates to        
maintain and keep in force, insurance with financially sound and reputable      
insurance companies or associations in such amounts and covering such risks     
as are usually carried by companies engaged in the same or a similar            
business and similarly situated, which insurance may provide for reasonable     
deductibility from coverage thereof.                                            

      Section  6.04  Compliance with Laws; Payment of Taxes.  Comply
in all material respects with all Laws applicable to it or to any of its        
properties or any part thereof, such compliance to include, without             
limitation, paying before the same become                                       

EX-5
33rd Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 33rd
32

delinquent all taxes, assessments and governmental charges imposed upon it      
or upon its property, except to the extent they are the subject of a Good       
Faith Contest.                                                                  

       Section  6.05  Right of Inspection.  At any reasonable time and
from time to time upon reasonable notice, permit Administrative Agent or        
any Bank or any agent or representative thereof (provided that, at              
Borrower's request, such Administrative Agent, Bank, agent or                   
representative must be accompanied by a representative of Borrower), to         
examine and make copies and abstracts from the records and books of account     
of, and visit the properties of, Borrower and to discuss the affairs,           
finances and accounts of Borrower with the independent accountants of           
Borrower.                                                                       

     Section  6.06  Compliance With Environmental Laws.  Comply in
all material respects with all applicable Environmental Laws and                
immediately pay or cause to be paid all costs and expenses incurred in          
connection with such compliance, except to the extent there is a Good Faith     
Contest.                                                                        

    Section  6.07  Payment of Costs.  Pay all costs and expenses
required for the satisfaction of the conditions of this Agreement.              

Section  6.08  Maintenance of Properties.  Do all things
reasonably necessary to maintain, preserve, protect and keep its and its        
Affiliates' properties in good repair, working order and condition.             

Section  6.09  Reporting and Miscellaneous Document     
Requirements.  Furnish directly to each of the Banks:                           

      (1)  Annual Financial Statements.  As soon as available and in
any event within ninety (90) days after the end of each Fiscal Year, the        
VRT Consolidated Financial Statements as of the end of and for such Fiscal      
Year, in reasonable detail and stating in comparative form the respective       
figures for the corresponding date and period in the prior Fiscal Year and      
audited by Borrower's Accountants;                                              

      (2)  Quarterly Financial Statements.  As soon as available and
in any event within forty-five (45) days after the end of each calendar         
quarter (other than the last quarter of the Fiscal Year), the unaudited VRT     
Consolidated Financial Statements as of the end of and for such calendar        
quarter, in reasonable detail and stating in comparative form the               
respective figures for the corresponding date and period in the prior           
Fiscal Year;                                                                    

(3)  Certificate of No Default and Financial Compliance.
Within fifty (50) days after the end of each of the first three quarters of     
each Fiscal Year and within ninety-five (95) days after the end of each         
Fiscal Year, a certificate of                                                   

EX-5
34th Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 34th
33

Borrower's chief financial officer or treasurer (a) stating that, to the        
best of his or her knowledge, no Default or Event of Default has occurred       
and is continuing, or if a Default or Event of Default has occurred and is      
continuing, specifying the nature thereof and the action which is proposed      
to be taken with respect thereto; (b) stating that the covenants contained      
in Section 6.10, Sections 7.02, 7.03 and 7.04 and in Article VIII have been     
complied with (or specifying those that have not been complied with) and        
including computations demonstrating such compliance (or non-compliance);       
(c) setting forth the details of all items comprising Total Outstanding         
Indebtedness (including amount, maturity, interest rate and amortization        
requirements), Secured Indebtedness, Unencumbered Combined EBITDA, Interest     
Expense and Unsecured Indebtedness; (d) containing a schedule of the            
calculation, prepared by property, of Shopping Center EBITDA; and (e) only      
at the end of each Fiscal Year stating Borrower's taxable income;               

   (4)  Certificate of Borrower's Accountants.  Simultaneously
with the delivery of the annual financial statements required by paragraph      
(1) of this Section, (a) a statement of Borrower's Accountants who audited      
such financial statements comparing the computations set forth in the           
financial compliance certificate required by paragraphs (3)(b) and (d) of       
this Section to the audited financial statements required by paragraph (1)      
of this Section and (b) when the audited financial statements required by       
paragraph (1) of this Section have a qualified auditor's opinion, a             
statement of Borrower's Accountants who audited such financial statements       
of whether any Default or Event of Default has occurred and is continuing;      

       (5)  Notice of Litigation.  Promptly after the commencement and
knowledge thereof, notice of all actions, suits, and proceedings before any     
court or arbitrator, affecting Borrower which, if determined adversely to       
Borrower is likely to result in a Material Adverse Change and which would       
be required to be reported in Borrower's SEC Reports;                           

   (6)  Notices of Defaults and Events of Default.  As soon as
possible and in any event within ten (10) days after Borrower becomes aware     
of the occurrence of a material Default or any Event of Default a written       
notice setting forth the details of such Default or Event of Default and        
the action which is proposed to be taken with respect thereto;                  

 (7)  Sales or Acquisitions of Assets.  Promptly after the
occurrence thereof, written notice of any Disposition or acquisition of         
assets (other than acquisitions or Dispositions of investments such as          
certificates of deposit, Treasury securities and money market deposits in       
the ordinary course of Borrower's cash management) in excess of Twenty Five     
Million Dollars ($25,000,000) together with, in the case of any acquisition     
of such an asset, copies of the agreements governing the acquisition            

EX-5
35th Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 35th
34

and historical financial information and Borrower's projections with            
respect to the property acquired;                                               

       (8)  Material Adverse Change.  As soon as is practicable and in
any event within five (5) days after knowledge of the occurrence of any         
event or circumstance which is likely to result in or has resulted in a         
Material Adverse Change and which would be required to be reported in           
Borrower's SEC Reports, written notice thereof;                                 

     (9)  Bankruptcy of Tenants.  Promptly after becoming aware of
the same, written notice of the bankruptcy, insolvency or cessation of          
operations of any tenant in any property of Borrower or in which Borrower       
has an interest to which four percent (4%) or more of aggregate minimum         
rent payable to Borrower directly or through its Consolidated Businesses or     
UJVs is attributable;                                                           

     (10)  Offices.  Thirty (30) days' prior written notice of any
change in the chief executive office or principal place of business of          
Borrower;                                                                       

       (11)  Environmental and Other Notices.  As soon as possible and
in any event within thirty (30) days after receipt, copies of all               
Environmental Notices received by Borrower which are not received in the        
ordinary course of business and which relate to a previously undisclosed        
situation which is likely to result in a Material Adverse Change;               

(12)  Insurance Coverage.  Promptly, such information   
concerning Borrower's insurance coverage as Administrative Agent may            
reasonably request;                                                             

   (13)  Proxy Statements, Etc.  Promptly after the sending or
filing thereof, copies of all proxy statements, financial statements and        
reports which Borrower or its Material Affiliates sends to its                  
shareholders, and copies of all regular, periodic and special reports, and      
all registration statements which Borrower or its Material Affiliates files     
with the Securities and Exchange Commission or any Governmental Authority       
which may be substituted therefor, or with any national securities              
exchange;                                                                       

       (14)  Rent Rolls.  As soon as available and in any event within
ninety (90) days after the end of each Fiscal Year, a rent roll, tenant         
sales report and operating statement for each property directly or              
indirectly owned in whole or in part by Borrower;                               

    (15)  Capital Expenditures.  As soon as available and in any
event within ninety (90) days after the end of each Fiscal Year, a schedule     
of such Fiscal Year's capital expenditures and a budget for the next Fiscal     
Year's planned capital expenditures                                             

EX-5
36th Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 36th
35

for each property directly or indirectly owned in whole or in part by           
Borrower; and                                                                   

    (16)  General Information.  Promptly, such other information
respecting the condition or operations, financial or otherwise, of Borrower     
or any properties of Borrower as Administrative Agent may from time to time     
reasonably request.                                                             

   Section  6.10  Shopping Center EBITDA.  If for any calendar
quarter, Shopping Center EBITDA is less than $2,812,500 for such quarter,       
then (a) thereafter, until Shopping Center EBITDA is again greater than         
$2,812,500 for a calendar quarter, the Loan Commitment shall be reduced to      
be an amount equal to the quotient determined by dividing Shopping Center       
EBITDA from time to time by three and three quarters percent (3-3/4%) and       
(b) if the outstanding principal amount of the Loans exceeds the reduced        
amount of the Loan Commitment calculated pursuant to (a) above, Borrower        
shall reduce the outstanding principal amount of the Loans to such reduced      
Loan Commitment amount within ten days after Administrative Agent's notice      
to Borrower to make such principal reduction.                                   

 Section  6.11  Management.  At all times, Borrower or its
Affiliates shall provide property management and leasing services for at        
least eighty percent (80%) of the community shopping center properties then     
owned, directly or indirectly, in whole or in part by Borrower.                 

ARTICLE VII.  NEGATIVE COVENANTS    

    So long as any of the Notes shall remain unpaid, or the Loan
Commitments remain in effect, or any other amount is owing by Borrower to       
Administrative Agent or any Bank hereunder or under any other Loan              
Document, Borrower shall not do any or all of the following:                    

      Section  7.01  Mergers Etc.  Merge or consolidate with (except
where Borrower is the surviving entity), or sell, assign, lease or              
otherwise dispose of (whether in one transaction or in a series of              
transactions) all or substantially all of its assets (whether now owned or      
hereafter acquired) (or enter into any agreement to do any of the               
foregoing).                                                                     

    Section  7.02  Investments.  Make any loan or advance to any
Person or purchase or otherwise acquire any capital stock, assets,              
obligations or other securities of, make any capital contribution to, or        
otherwise invest in, or acquire any interest in, any Person (any such           
transaction, an "Investment") if such Investment constitutes the                
acquisition of a minority interest in a Person (a "Minority Interest") and      
the amount of such Investment, together with the value of all other             
Minority Interests acquired after the Closing Date contributing to Equity       

EX-5
37th Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 37th
36

Value, would exceed fifteen percent (15%) of Total Market Capitalization.       
A fifty percent (50%) beneficial interest in a Person, in connection with       
which the holder thereof exercises joint control over such Person with the      
holder(s) of the other fifty percent (50%) beneficial interest, shall not       
constitute a "Minority Interest" for purposes of this Section.                  

      Section  7.03  Sale of Assets.  Effect a Disposition of any of
its now owned or hereafter acquired assets (other than "margin stock" as        
defined in Regulation U), including assets in which Borrower owns a             
beneficial interest through its ownership of interests in joint ventures,       
aggregating more than twenty five percent (25%) of Total Market                 
Capitalization.                                                                 

   Section  7.04  Encumbrance of Certain Assets.  At any time,
effect a Disposition of, mortgage, hypothecate or otherwise encumber to         
secure a Debt (it being understood that, for purposes of this Section, an       
asset shall be deemed "encumbered" if it is the subject of a pledge not to      
encumber) any of the properties listed on EXHIBIT F hereof.                     

ARTICLE VIII.  FINANCIAL COVENANTS    

    So long as any of the Notes shall remain unpaid, or the Loan
Commitments remain in effect, or any other amount is owing by Borrower to       
Administrative Agent or any Bank under this Agreement or under any other        
Loan Document, Borrower shall not permit or suffer:                             

     Section  8.01  Equity Value.  At any time, Equity Value to be
less than Five Hundred Million Dollars ($500,000,000); or                       

     Section  8.02  Relationship of Total Outstanding Indebtedness
to Equity Value.  At any time, Total Outstanding Indebtedness to exceed         
fifty percent (50%) of Equity Value; or                                         

     Section  8.03  Relationship of Secured Indebtedness to Equity
Value.  At any time, Secured Indebtedness to exceed thirty five percent         
(35%) of Equity Value; or                                                       

  Section  8.04  Relationship of Combined EBITDA to Interest
Expense.  For any calendar quarter, the ratio of (1) Combined EBITDA to (2)     
Interest Expense, each for such calendar quarter, to be less than 2.25 to       
1.00; or                                                                        

Section  8.05  Relationship of Combined EBITDA to Total 
Outstanding Indebtedness.  For any calendar quarter, the ratio (expressed       
as a percentage) of (1) Combined EBITDA for such calendar quarter               
annualized, to (2) Total Outstanding Indebtedness as of the end of such         
calendar quarter to be less than fifteen percent (15%); or                      

EX-5
38th Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 38th
37

Section  8.06  Funds From Operations.  For any calendar 
quarter, Funds From Operations for such calendar quarter to be less than        
Ten Million Dollars ($10,000,000); or                                           

       Section  8.07  Unsecured Debt Yield.  For any calendar quarter,
Unsecured Debt Yield for such calendar quarter to be less than ten percent      
(10%); or                                                                       

      Section  8.08  Relationship of Unencumbered Combined EBITDA to
Interest Expense on Unsecured Indebtedness.  For any calendar quarter, the      
ratio of (1) Unencumbered Combined EBITDA to (2) that portion of Interest       
Expense attributable to Unsecured Indebtedness, each for such calendar          
quarter, to be less than 1.40 to 1.00.                                          

ARTICLE IX.  EVENTS OF DEFAULT    

      Section  9.01  Events of Default.  Any of the following events
shall be an "Event of Default":                                                 

       (1)  If Borrower shall:  fail to pay the principal of any Notes
or any payment required under Section 6.10 as and when due; or fail to pay      
interest accruing on any Notes as and when due and such failure to pay          
shall continue unremedied for five (5) days after the due date of such          
amount; or fail to pay any fee or any other amount due under this Agreement     
or any other Loan Document as and when due and such failure to pay shall        
continue unremedied for two (2) days after notice by Administrative Agent       
of such failure to pay; or                                                      

       (2)  If any representation or warranty made by Borrower in this
Agreement or in any other Loan Document or which is contained in any            
certificate, document, opinion, financial or other statement furnished at       
any time under or in connection with a Loan Document shall prove to have        
been incorrect in any material respect on or as of the date made; or            

       (3)  If Borrower shall fail (a) to perform or observe any term,
covenant or agreement contained in Section 6.11, Article VII or Article         
VIII; or (b) to perform or observe any term, covenant or agreement              
contained in this Agreement (other than obligations specifically referred       
to elsewhere in this Section 9.01) and such failure shall remain unremedied     
for thirty (30) consecutive calendar days after notice thereof; provided,       
however, that if any such default under clause (b) above cannot by its          
nature be cured within such thirty (30) day grace period and so long as         
Borrower shall have commenced cure within such thirty (30) day grace period     
and shall, at all times thereafter, diligently prosecute the same to            
completion, Borrower shall have an additional period to cure such default;      
in no event, however, is the foregoing intended to effect an extension of       
the Maturity Date; or                                                           

EX-5
39th Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 39th
38

       (4)  If Borrower shall fail (a) to pay any Debt (other than the
payment obligations described in paragraph (1) of this Section) in an           
amount equal to or greater than Ten Million Dollars ($10,000,000) when due      
(whether by scheduled maturity, required prepayment, acceleration, demand,      
or otherwise) after the expiration of any applicable grace period, or (b)       
to perform or observe any material term, covenant, or condition under any       
agreement or instrument relating to any such Debt, when required to be          
performed or observed, if the effect of such failure to perform or observe      
is to accelerate, or to permit the acceleration of, after the giving of         
notice or the lapse of time, or both (other than in cases where, in the         
judgment of the Required Banks, meaningful discussions likely to result in      
(i) a waiver or cure of the failure to perform or observe, or (ii)              
otherwise averting such acceleration are in progress between Borrower and       
the obligee of such Debt), the maturity of such Debt, or any such Debt          
shall be declared to be due and payable, or required to be prepaid (other       
than by a regularly scheduled or otherwise required prepayment), prior to       
the stated maturity thereof; or                                                 

  (5)  If Borrower, or any Affiliate of Borrower (other than
Alexander's, Inc. and its subsidiaries) to which Fifty Million Dollars          
($50,000,000) or more of Total Market Capitalization is attributable,           
shall:  (a) generally not, or be unable to, or shall admit in writing its       
inability to, pay its debts as such debts become due; or (b) make an            
assignment for the benefit of creditors, petition or apply to any tribunal      
for the appointment of a custodian, receiver or trustee for it or a             
substantial part of its assets; or (c) commence any proceeding under any        
bankruptcy, reorganization, arrangement, readjustment of debt, dissolution      
or liquidation law or statute of any jurisdiction, whether now or hereafter     
in effect; or (d) have had any such petition or application filed or any        
such proceeding shall have been commenced, against it, in which an              
adjudication or appointment is made or order for relief is entered, or          
which petition, application or proceeding remains undismissed or unstayed       
for a period of sixty (60) days or more; or (e) be the subject of any           
proceeding under which all or a substantial part of its assets may be           
subject to seizure, forfeiture or divestiture; or (f) by any act or             
omission indicate its consent to, approval of or acquiescence in any such       
petition, application or proceeding or order for relief or the appointment      
of a custodian, receiver or trustee for all or any substantial part of its      
property; or (g) suffer any such custodianship, receivership or trusteeship     
for all or any substantial part of its property, to continue undischarged       
for a period of sixty (60) days or more; or                                     

(6)  If one or more judgments, decrees or orders for the
payment of money in excess of Ten Million Dollars ($10,000,000) in the          
aggregate shall be rendered against Borrower, and any such judgments,           
decrees or orders shall                                                         

EX-5
40th Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 40th
39

continue unsatisfied and in effect for a period of thirty (30) consecutive      
days without being vacated, discharged, satisfied or stayed or bonded           
pending appeal; or                                                              

     (7)  If any of the following events shall occur or exist with
respect to Borrower, or any ERISA Affiliate of Borrower:  (a) any               
Prohibited Transaction involving any Plan; (b) any Reportable Event with        
respect to any Plan: (c) the filing under Section 4041 of ERISA of a notice     
of intent to terminate any Plan or the termination of any Plan; (d) any         
event or circumstance which might constitute grounds entitling the PBGC to      
institute proceedings under Section 4042 of ERISA for the termination of,       
or for the appointment of a trustee to administer, any Plan, or the             
institution by the PBGC of any such proceedings; or (e) complete or partial     
withdrawal under Section 4201 or 4204 of ERISA from a Multiemployer Plan or     
the reorganization, insolvency, or termination of any Multiemployer Plan;       
and in each case above, if such event or conditions, if any, could in the       
opinion of any Bank subject Borrower or any ERISA Affiliate of Borrower to      
any tax, penalty, or other liability to a Plan, Multiemployer Plan, the         
PBGC or otherwise (or any combination thereof) which in the aggregate           
exceeds or may exceed Fifty Thousand Dollars ($50,000); or                      

   (8)  If at any time Borrower is not a qualified real estate
investment trust under Sections 856 through 860 of the Code or is not           
listed on the New York Stock Exchange; or                                       

      (9)  If at any time Borrower constitutes plan assets for ERISA
purposes (within the meaning of C.F.R. sec.2510.3-101).                         

     Section  9.02  Remedies.  If any Event of Default shall occur
and be continuing, Administrative Agent shall, upon request of the Required     
Banks, by notice to Borrower, (1) declare the unpaid balance of the Notes,      
all interest thereon, and all other amounts payable under this Agreement to     
be forthwith due and payable, whereupon such balance, all such interest,        
and all such amounts due under this Agreement shall become and be forthwith     
due and payable, without presentment, demand, protest, or further notice of     
any kind, all of which are hereby expressly waived by Borrower; and/or (2)      
exercise any remedies provided in any of the Loan Documents or by law.          

ARTICLE X.  ADMINISTRATIVE AGENT; RELATIONS AMONG BANKS     

Section 10.01  Appointment, Powers and Immunities of    
Administrative Agent.  Each Bank hereby irrevocably appoints and authorizes     
Administrative Agent to act as its agent hereunder and under any other Loan     
Document with such powers as are specifically delegated to Administrative       
Agent by the terms of this Agreement and any other Loan Document, together      
with such other powers as are reasonably incidental thereto.                    

EX-5
41st Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 41st
40

Administrative Agent shall have no duties or responsibilities except those      
expressly set forth in this Agreement and any other Loan Document or            
required by law, and shall not by reason of this Agreement be a fiduciary       
or trustee for any Bank except to the extent that Administrative Agent acts     
as an agent with respect to the receipt or payment of funds.                    
Administrative Agent shall not be responsible to the Banks for any              
recitals, statements, representations or warranties made by Borrower or any     
officer, partner or official of Borrower or any other Person contained in       
this Agreement or any other Loan Document, or in any certificate or other       
document or instrument referred to or provided for in, or received by any       
of them under, this Agreement or any other Loan Document, or for the value,     
legality, validity, effectiveness, genuineness, enforceability or               
sufficiency of this Agreement or any other Loan Document or any other           
document or instrument referred to or provided for herein or therein, for       
the perfection or priority of any Lien securing the Obligations or for any      
failure by Borrower to perform any of its obligations hereunder or              
thereunder.  Administrative Agent may employ agents and attorneys-in-fact       
and shall not be responsible, except as to money or securities received by      
it or its authorized agents, for the negligence or misconduct of any such       
agents or attorneys-in-fact selected by it with reasonable care.  Neither       
Administrative Agent nor any of its directors, officers, employees or           
agents shall be liable or responsible for any action taken or omitted to be     
taken by it or them hereunder or under any other Loan Document or in            
connection herewith or therewith, except for its or their own gross             
negligence or willful misconduct.  Borrower shall pay any fee agreed to by      
Borrower and Administrative Agent with respect to Administrative Agent's        
services hereunder.                                                             

Section 10.02  Reliance by Administrative Agent.        
Administrative Agent shall be entitled to rely upon any certification,          
notice or other communication (including any thereof by telephone, telex,       
telegram or cable) believed by it to be genuine and correct and to have         
been signed or sent by or on behalf of the proper Person or Persons, and        
upon advice and statements of legal counsel, independent accountants and        
other experts selected by Administrative Agent.  Administrative Agent may       
deem and treat each Bank as the holder of the Loan made by it for all           
purposes hereof and shall not be required to deal with any Person who has       
acquired a participation in any Loan or participation from a Bank.  As to       
any matters not expressly provided for by this Agreement or any other Loan      
Document, Administrative Agent shall in all cases be fully protected in         
acting, or in refraining from acting, hereunder in accordance with              
instructions signed by the Required Banks, and such instructions of the         
Required Banks and any action taken or failure to act pursuant thereto          
shall be binding on all of the Banks and any other holder of all or any         
portion of any Loan or participation.                                           

EX-5
42nd Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 42nd
41

   Section 10.03  Defaults.  Administrative Agent shall not be
deemed to have knowledge of the occurrence of a Default or Event of Default     
unless Administrative Agent has received notice from a Bank or Borrower         
specifying such Default or Event of Default and stating that such notice is     
a "Notice of Default."  In the event that Administrative Agent receives         
such a notice of the occurrence of a Default or Event of Default,               
Administrative Agent shall give prompt notice thereof to the Banks.             
Administrative Agent, following consultation with the Banks, shall (subject     
to Section 10.07) take such action with respect to such Default or Event of     
Default which is continuing as shall be directed by the Required Banks;         
provided that, unless and until Administrative Agent shall have received        
such directions, Administrative Agent may take such action, or refrain from     
taking such action, with respect to such Default or Event of Default as it      
shall deem advisable in the best interest of the Banks; and provided            
further that Administrative Agent shall not send a notice of Default or         
acceleration to Borrower without the approval of the Required Banks.  In no     
event shall Administrative Agent be required to take any such action which      
it determines to be contrary to law.                                            

      Section 10.04  Rights of Administrative Agent as a Bank.  With
respect to its Loan Commitment and the Loan provided by it, Administrative      
Agent in its capacity as a Bank hereunder shall have the same rights and        
powers hereunder as any other Bank and may exercise the same as though it       
were not acting as Administrative Agent, and the term "Bank" or "Banks"         
shall, unless the context otherwise indicates, include Administrative Agent     
in its capacity as a Bank.  Administrative Agent and its Affiliates may         
(without having to account therefor to any Bank) accept deposits from, lend     
money to (on a secured or unsecured basis), and generally engage in any         
kind of banking, trust or other business with Borrower (and any Affiliates      
of Borrower) as if it were not acting as Administrative Agent.                  

     Section 10.05  Indemnification of Administrative Agent.  Each
Bank agrees to indemnify Administrative Agent (to the extent not reimbursed     
under Section 12.04 or under the applicable provisions of any other Loan        
Document, but without limiting the obligations of Borrower under Section        
12.04 or such provisions), for its Pro Rata Share of any and all                
liabilities, obligations, losses, damages, penalties, actions, judgments,       
suits, costs, expenses or disbursements of any kind and nature whatsoever       
which may be imposed on, incurred by or asserted against Administrative         
Agent in any way relating to or arising out of this Agreement, any other        
Loan Document or any other documents contemplated by or referred to herein      
or the transactions contemplated hereby or thereby (including, without          
limitation, the costs and expenses which Borrower is obligated to pay under     
Section 12.04) or under the applicable provisions of any other Loan             
Document or the enforcement of any of the terms hereof or thereof or of any     
such other documents or instruments; provided that no Bank shall be             

EX-5
43rd Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 43rd
42

liable for (1) any of the foregoing to the extent they arise from the gross     
negligence or willful misconduct of the party to be indemnified, (2) any        
loss of principal or interest with respect to Administrative Agent's Loan       
or (3) any loss suffered by Administrative Agent in connection with a swap      
or other interest rate hedging arrangement entered into with Borrower.          

     Section 10.06  Non-Reliance on Administrative Agent and Other
Banks.  Each Bank agrees that it has, independently and without reliance on     
Administrative Agent or any other Bank, and based on such documents and         
information as it has deemed appropriate, made its own credit analysis of       
Borrower and the decision to enter into this Agreement and that it will,        
independently and without reliance upon Administrative Agent or any other       
Bank, and based on such documents and information as it shall deem              
appropriate at the time, continue to make its own analysis and decisions in     
taking or not taking action under this Agreement or any other Loan              
Document.  Administrative Agent shall not be required to keep itself            
informed as to the performance or observance by Borrower of this Agreement      
or any other Loan Document or any other document referred to or provided        
for herein or therein or to inspect the properties or books of Borrower.        
Except for notices, reports and other documents and information expressly       
required to be furnished to the Banks by Administrative Agent hereunder,        
Administrative Agent shall not have any duty or responsibility to provide       
any Bank with any credit or other information concerning the affairs,           
financial condition or business of Borrower (or any Affiliate of Borrower)      
which may come into the possession of Administrative Agent or any of its        
Affiliates.  Administrative Agent shall not be required to file this            
Agreement, any other Loan Document or any document or instrument referred       
to herein or therein, for record or give notice of this Agreement, any          
other Loan Document or any document or instrument referred to herein or         
therein, to anyone.                                                             

      Section 10.07  Failure of Administrative Agent to Act.  Except
for action expressly required of Administrative Agent hereunder,                
Administrative Agent shall in all cases be fully justified in failing or        
refusing to act hereunder unless it shall have received further assurances      
(which may include cash collateral) of the indemnification obligations of       
the Banks under Section 10.05 in respect of any and all liability and           
expense which may be incurred by it by reason of taking or continuing to        
take any such action.                                                           

      Section 10.08  Resignation or Removal of Administrative Agent.
Administrative Agent hereby agrees not to unilaterally resign except in the     
event it becomes an Affected Bank and is removed or replaced as a Bank          
pursuant to Section 3.07, in which event it shall have the right to resign.     
Administrative Agent may be removed at any time with or without cause by        
the Required Banks, provided that Borrower and the other Banks shall be         
promptly notified thereof.  Upon any such removal, the Required                 

EX-5
44th Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 44th
43

Banks shall have the right to appoint a successor Administrative Agent          
which successor Administrative Agent, so long as it is reasonably               
acceptable to the Required Banks, shall be that Bank then having the            
greatest Loan Commitment.  If no successor Administrative Agent shall have      
been so appointed by the Required Banks and shall have accepted such            
appointment within thirty (30) days after the Required Banks' removal of        
the retiring Administrative Agent, then the retiring Administrative Agent       
may, on behalf of the Banks, appoint a successor Administrative Agent,          
which shall be one of the Banks.  The Required Banks or the retiring            
Administrative Agent, as the case may be, shall upon the appointment of a       
successor Administrative Agent promptly so notify Borrower and the other        
Banks.  Upon the acceptance of any appointment as Administrative Agent          
hereunder by a successor Administrative Agent, 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 hereunder.  After any retiring Administrative            
Agent's removal hereunder as Administrative Agent, the provisions of this       
Article X shall continue in effect for its benefit in respect of any            
actions taken or omitted to be taken by it while it was acting as               
Administrative Agent.                                                           

Section 10.09  Amendments Concerning Agency Function.   
Notwithstanding anything to the contrary contained in this Agreement,           
Administrative Agent shall not be bound by any waiver, amendment,               
supplement or modification of this Agreement or any other Loan Document         
which affects its duties, rights, and/or function hereunder or thereunder       
unless it shall have given its prior written consent thereto.                   

Section 10.10  Liability of Administrative Agent.       
Administrative Agent shall not have any liabilities or responsibilities to      
Borrower on account of the failure of any Bank to perform its obligations       
hereunder or to any Bank on account of the failure of Borrower to perform       
its obligations hereunder or under any other Loan Document.                     

Section 10.11  Transfer of Agency Function.  Without the
consent of Borrower or any Bank, Administrative Agent may at any time or        
from time to time transfer its functions as Administrative Agent hereunder      
to any of its offices wherever located in the United States, provided that      
Administrative Agent shall promptly notify Borrower and the Banks thereof.      

    Section 10.12  Non-Receipt of Funds by Administrative Agent.
Unless Administrative Agent shall have received notice from a Bank or           
Borrower (either one as appropriate being the "Payor") prior to the date on     
which such Bank is to make payment hereunder to Administrative Agent of the     
proceeds of a Loan or Borrower is to make payment to Administrative Agent,      
as the case may be (either such payment being a "Required Payment"), which      

EX-5
45th Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 45th
44

notice shall be effective upon receipt, that the Payor will not make the        
Required Payment in full to Administrative Agent, Administrative Agent may      
assume that the Required Payment has been made in full to Administrative        
Agent on such date, and Administrative Agent in its sole discretion may,        
but shall not be obligated to, in reliance upon such assumption, make the       
amount thereof available to the intended recipient on such date.  If and to     
the extent the Payor shall not have in fact so made the Required Payment in     
full to Administrative Agent, the recipient of such payment shall repay to      
Administrative Agent forthwith on demand such amount made available to it       
together with interest thereon, for each day from the date such amount was      
so made available by Administrative Agent until the date Administrative         
Agent recovers such amount, at the customary rate set by Administrative         
Agent for the correction of errors among Banks for three (3) Banking Days       
and thereafter at the Base Rate.                                                

      Section 10.13  Withholding Taxes.  Each Bank represents at all
times during the term of this Agreement that it is entitled to receive any      
payments to be made to it hereunder without the withholding of any tax and      
will furnish to Administrative Agent and Borrower such forms,                   
certifications, statements and other documents as Administrative Agent or       
Borrower may request from time to time to evidence such Bank's exemption        
from the withholding of any tax imposed by any jurisdiction or to enable        
Administrative Agent or Borrower to comply with any applicable Laws or          
regulations relating thereto.  Without limiting the effect of the               
foregoing, if any Bank is not created or organized under the laws of the        
United States of America or any state thereof, such Bank will furnish to        
Administrative Agent and Borrower a United States Internal Revenue Service      
Form 4224 in respect of all payments to be made to such Bank by Borrower or     
Administrative Agent under this Agreement or any other Loan Document or a       
United States Internal Revenue Service Form 1001 establishing such Bank's       
complete exemption from United States withholding tax in respect of             
payments to be made to such Bank by Borrower or Administrative Agent under      
this Agreement or any other Loan Document, or such other forms,                 
certifications, statements or documents, duly executed and completed by         
such Bank as evidence of such Bank's exemption from the withholding of U.S.     
tax with respect thereto.  Administrative Agent shall not be obligated to       
make any payments hereunder to such Bank in respect of any Loan or              
participation or such Bank's Loan Commitment or obligation to purchase          
participations until such Bank shall have furnished to Administrative Agent     
and Borrower the requested form, certification, statement or document.          

    Section 10.14  Minimum Commitment by UBS.  Subsequent to the
Closing Date, UBS hereby agrees to maintain a Loan Commitment in an amount      
no less than 40% of the Total Loan Commitment, as the same may be decreased     
from time to time in accordance with the provisions of this Agreement, and      
further                                                                         

EX-5
46th Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 46th
45

agrees to hold and not to participate or assign any of such amount other        
than an assignment to a Federal Reserve Bank or to the Parent or a              
majority-owned subsidiary of UBS.                                               

Section 10.15  Pro Rata Treatment.  Except to the extent
otherwise provided, (1) each advance of proceeds of the Loans shall be made     
by the Banks, (2) each reduction of the amount of the Total Loan Commitment     
under Section 2.10 shall be applied to the Loan Commitments of the Banks,       
and (3) each payment of the commitment fee accruing under Section 2.07(b)       
shall be made for the account of the Banks, ratably according to the            
amounts of their respective Loan Commitments.                                   

  Section 10.16  Sharing of Payments Among Banks.  If a Bank
shall obtain payment of any principal of or interest on any Loan made by it     
through the exercise of any right of setoff, banker's lien, counterclaim,       
or by any other means (including direct payment), and such payment results      
in such Bank receiving a greater payment than it would have been entitled       
to had such payment been paid directly to Administrative Agent for              
disbursement to the Banks, then such Bank shall promptly purchase for cash      
from the other Banks participations in the Loans made by the other Banks in     
such amounts, and make such other adjustments from time to time as shall be     
equitable to the end that all the Banks shall share ratably the benefit of      
such payment.  To such end the Banks shall make appropriate adjustments         
among themselves (by the resale of participations sold or otherwise) if         
such payment is rescinded or must otherwise be restored.  Borrower agrees       
that any Bank so purchasing a participation in the Loans made by other          
Banks may exercise all rights of setoff, banker's lien, counterclaim or         
similar rights with respect to such participation.  Nothing contained           
herein shall require any Bank to exercise any such right or shall affect        
the right of any Bank to exercise, and retain the benefits of exercising,       
any such right with respect to any other indebtedness of Borrower.              

     Section 10.17  Possession of Documents.  Each Bank shall keep
possession of its own Note.  Administrative Agent shall hold all the other      
Loan Documents and related documents in its possession and maintain             
separate records and accounts with respect thereto, and shall permit the        
Banks and their representatives access at all reasonable times to inspect       
such Loan Documents, related documents, records and accounts.                   

ARTICLE XI.  NATURE OF OBLIGATIONS    

Section 11.01  Absolute and Unconditional Obligations.  
Borrower acknowledges and agrees that its obligations and liabilities under     
this Agreement and under the other Loan Documents shall be absolute and         
unconditional irrespective of: (1) any lack of validity or enforceability       
of any of the Obligations, any Loan Documents, or any agreement or              
instrument                                                                      

EX-5
47th Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 47th
46

relating thereto; (2) any change in the time, manner or place of payment        
of, or in any other term in respect of, all or any of the Obligations, or       
any other amendment or waiver of or consent to any departure from any Loan      
Documents or any other documents or instruments executed in connection with     
or related to the Obligations; (3) any exchange or release of any               
collateral, if any, or of any other Person from all or any of the               
Obligations; or (4) any other circumstances which might otherwise               
constitute a defense available to, or a discharge of, Borrower or any other     
Person in respect of the Obligations.                                           

The obligations and liabilities of Borrower under this  
Agreement and other Loan Documents shall not be conditioned or contingent       
upon the pursuit by any Bank or any other Person at any time of any right       
or remedy against Borrower or any other Person which may be or become           
liable in respect of all or any part of the Obligations or against any          
collateral or security or guarantee therefor or right of setoff with            
respect thereto.                                                                

       Section 11.02  Non-Recourse to VRT Principals.  Notwithstanding
anything to the contrary contained in this Agreement, in any of the other       
Loan Documents, or in any other instruments, certificates, documents or         
agreements executed in connection with the Loans (all of the foregoing, for     
purposes of this Section, hereinafter referred to, individually and             
collectively, as the "Relevant Documents"), no recourse under or upon any       
Obligation, representation, warranty, promise or other matter whatsoever        
shall be had against any of the VRT Principals and each Bank expressly          
waives and releases, on behalf of itself and its successors and assigns,        
all right to assert any liability whatsoever under or with respect to the       
Relevant Documents against, or to satisfy any claim or obligation arising       
thereunder against, any of the VRT Principals or out of any assets of the       
VRT Principals, provided, however, that nothing in this Section shall be        
deemed to: (1) release Borrower from any personal liability pursuant to, or     
from any of its respective obligations under, the Relevant Documents, or        
from personal liability for its fraudulent actions or fraudulent omissions;     
(2) release any VRT Principals from personal liability for its or his own       
fraudulent actions or fraudulent omissions; (3) constitute a waiver of any      
obligation evidenced or secured by, or contained in, the Relevant Documents     
or affect in any way the validity or enforceability of the Relevant             
Documents; or (4) limit the right of Administrative Agent and/or the Banks      
to proceed against or realize upon any collateral hereafter given for the       
Loans or any and all of the assets of Borrower (notwithstanding the fact        
that the VRT Principals have an ownership interest in Borrower and,             
thereby, an interest in the assets of Borrower) or to name Borrower (or, to     
the extent that the same are required by applicable law or are determined       
by a court to be necessary parties in connection with an action or suit         
against Borrower or any collateral hereafter given for the Loans, any of        
the VRT Principals) as a party defendant in, and to enforce against any         
collateral hereafter                                                            

EX-5
48th Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 48th
47

given for the Loans and/or assets of Borrower any judgment obtained by          
Administrative Agent and/or the Banks with respect to, any action or suit       
under the Relevant Documents so long as no judgment shall be taken (except      
to the extent taking a judgment is required by applicable law or determined     
by a court to be necessary to preserve Administrative Agent's and/or Banks'     
rights against any collateral hereafter given for the Loans or Borrower,        
but not otherwise) or shall be enforced against the VRT Principals or their     
assets.                                                                         

ARTICLE XII.  MISCELLANEOUS     

       Section 12.01  Binding Effect of Request for Advance.  Borrower
agrees that, by its acceptance of any advance of proceeds of the Loans          
under this Agreement, it shall be bound in all respects by the request for      
advance submitted on its behalf in connection therewith with the same force     
and effect as if Borrower had itself executed and submitted the request for     
advance and whether or not the request for advance is executed and/or           
submitted by an authorized person.                                              

Section 12.02  Amendments and Waivers.  No amendment or 
material waiver of any provision of this Agreement or any other Loan            
Document nor consent to any material departure by Borrower therefrom, shall     
in any event be effective unless the same shall be in writing and signed by     
the Required Banks and, solely for purposes of its acknowledgment thereof,      
Administrative Agent, and then such waiver or consent shall be effective        
only in the specific instance and for the specific purpose for which given,     
provided, however, that no amendment, waiver or consent shall, unless in        
writing and signed by all the Banks do any of the following:  (1)  reduce       
the principal of, or interest on, the Notes or any fees due hereunder or        
any other amount due hereunder or under any Loan Document; (2) postpone any     
date fixed for any payment of principal of, or interest on, the Notes or        
any fees due hereunder or under any Loan Document, or waive any default in      
the payment of principal, interest or any other amount due hereunder or         
under any Loan Documents; (3) change the definition of Required Banks; (4)      
amend this Section or any other provision requiring the consent of all the      
Banks; or (5) waive any default under paragraph (5) of Section 9.01.  Any       
advance of proceeds of the Loans made prior to or without the fulfillment       
by Borrower of all of the conditions precedent thereto, whether or not          
known to Administrative Agent and the Banks, shall not constitute a waiver      
of the requirement that all conditions, including the non-performed             
conditions, shall be required with respect to all future advances.  No          
failure on the part of Administrative Agent or any Bank to exercise, and no     
delay in exercising, any right hereunder shall operate as a waiver thereof      
or preclude any other or further exercise thereof or the exercise of any        
other right.  The remedies herein provided are cumulative and not exclusive     
of any remedies provided by law.                                                

EX-5
49th Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 49th
48

Section 12.03  Usury.  Anything herein to the contrary  
notwithstanding, the obligations of Borrower under this Agreement and the       
Notes shall be subject to the limitation that payments of interest shall        
not be required to the extent that receipt thereof would be contrary to         
provisions of law applicable to a Bank limiting rates of interest which may     
be charged or collected by such Bank.                                           

      Section 12.04  Expenses; Indemnification.   Borrower agrees to
reimburse Administrative Agent on demand for all costs, expenses, and           
charges (including, without limitation, all reasonable fees and charges of      
engineers, appraisers and external legal counsel) incurred by                   
Administrative Agent in connection with the Loans and to reimburse each of      
the Banks for reasonable legal costs, expenses and charges incurred by each     
of the Banks in connection with the performance or enforcement of this          
Agreement, the Notes, or any other Loan Documents; provided, however, that      
Borrower is not responsible for costs, expenses and charges incurred by the     
Bank Parties in connection with the administration or syndication of the        
Loans (other than the administration fee required by Section 2.07(c)).          
Borrower agrees to indemnify Administrative Agent and each Bank and their       
respective directors, officers, employees and agents from, and hold each of     
them harmless against, any and all losses, liabilities, claims, damages or      
expenses incurred by any of them arising out of or by reason of (x) any         
claims by brokers due to acts or omissions by Borrower, or (y) any              
investigation or litigation or other proceedings (including any threatened      
investigation or litigation or other proceedings) relating to any actual or     
proposed use by Borrower of the proceeds of the Loans, including without        
limitation, the reasonable fees and disbursements of counsel incurred in        
connection with any such investigation or litigation or other proceedings       
(but excluding any such losses, liabilities, claims, damages or expenses        
incurred by reason of the gross negligence or willful misconduct of the         
Person to be indemnified).                                                      

    The obligations of Borrower under this Section shall survive
the repayment of all amounts due under or in connection with any of the         
Loan Documents and the termination of the Loans.                                

       Section 12.05  Assignment; Participation.  This Agreement shall
be binding upon, and shall inure to the benefit of, Borrower,                   
Administrative Agent, the Banks and their respective successors and             
permitted assigns.  Borrower may not assign or transfer its rights or           
obligations hereunder.                                                          

    Any Bank may at any time grant to one or more banks or other
institutions (each a "Participant") participating interests in its Loan         
(the "Participations").  In the event of any such grant by a Bank of a          
participating interest to a Participant, whether or not Borrower or             
Administrative Agent was given notice, such Bank shall remain responsible       
for the performance of its                                                      

EX-5
50th Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 50th
49

obligations hereunder, and Borrower and Administrative Agent shall continue     
to deal solely and directly with such Bank in connection with such Bank's       
rights and obligations hereunder.  Any agreement pursuant to which any Bank     
may grant such a participating interest shall provide that such Bank shall      
retain the sole right and responsibility to enforce the obligations of          
Borrower hereunder and under any other Loan Document including, without         
limitation, the right to approve any amendment, modification or waiver of       
any provision of this Agreement or any other Loan Document; provided that       
such participation agreement may provide that such Bank will not agree to       
any modification, amendment or waiver of this Agreement described in            
Section 12.02 without the consent of the Participant.                           

     Subject to the provisions of Section 10.14, any Bank having a
Loan Commitment in an amount of Fifteen Million Dollars ($15,000,000) or        
more may at any time assign to any bank or other institution with the           
acknowledgment of Administrative Agent and the consent of Borrower and UBS,     
which consent shall not be unreasonably withheld or delayed (such assignee,     
a "Consented Assignee"), or to one or more banks or other institutions          
which are majority owned subsidiaries of a Bank or to the Parent of a Bank      
(each Consented Assignee or subsidiary bank or institution, an "Assignee")      
all, or a proportionate part of all, of its rights and obligations under        
this Agreement and its Note, and such Assignee shall assume rights and          
obligations, pursuant to an Assignment and Assumption Agreement executed by     
such Assignee and the Bank, provided that, in each case, after giving           
effect to such assignment each Bank's and each Assignee's portion of the        
Loan will be equal to or greater than Five Million Dollars ($5,000,000).        
Upon execution and delivery of such instrument and payment by such Assignee     
to the Bank of an amount equal to the purchase price agreed between the         
Bank and such Assignee, such Assignee shall be a Bank Party to this             
Agreement and shall have all the rights and obligations of a Bank as set        
forth in such Assignment and Assumption Agreement, and the Bank shall be        
released from its obligations hereunder to a corresponding extent, and no       
further consent or action by any party shall be required.  Upon the             
consummation of any assignment pursuant to this paragraph, substitute notes     
shall be issued to the assigning Bank and Assignee by Borrower, in exchange     
for the return of the original Note.  All such substitute notes shall           
constitute "Notes" and the obligations evidenced by such substitute notes       
shall constitute "Obligations" for all purposes of this Agreement and the       
other Loan Documents.  If the Assignee is not incorporated under the laws       
of the United States of America or a state thereof, it shall, prior to the      
first date on which interest or fees are payable hereunder for its account,     
deliver to Borrower and Administrative Agent certification as to exemption      
from deduction or withholding of any United States federal income taxes in      
accordance with Section 10.13.  Each Assignee shall be deemed to have made      
the representations                                                             

EX-5
51st Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 51st
50

contained in, and shall be bound by the provisions of, Section 10.13.           

 Any Bank may at any time assign all or any portion of its
rights under this Agreement and its Note to a Federal Reserve Bank.  No         
such assignment shall release the transferor Bank from its obligations          
hereunder.                                                                      

       Borrower recognizes that in connection with a Bank's selling of
Participations or making of assignments, any or all documentation,              
financial statements, appraisals and other data, or copies thereof,             
relevant to Borrower or the Loans may be exhibited to and retained by any       
such Participant or assignee or prospective Participant or assignee.  In        
connection with a Bank's delivery of any financial statements and               
appraisals to any such Participant or assignee or prospective Participant       
or assignee, such Bank shall also indicate that the same are delivered on a     
confidential basis.  Borrower agrees to provide all assistance reasonably       
requested by a Bank to enable such Bank to sell Participations or make          
assignments of its Loan as permitted by this Section.  Each Bank agrees to      
provide Borrower with notice of all Participations sold by such Bank.           

     Section 12.06  Documentation Satisfactory.  All documentation
required from or to be submitted on behalf of Borrower in connection with       
this Agreement and the documents relating hereto shall be subject to the        
prior approval of, and be satisfactory in form and substance to,                
Administrative Agent, its counsel and, where specifically provided herein,      
the Banks.  In addition, the persons or parties responsible for the             
execution and delivery of, and signatories to, all of such documentation,       
shall be acceptable to, and subject to the approval of, Administrative          
Agent and its counsel and the Banks.                                            

Section 12.07  Notices.  Unless the party to be notified
otherwise notifies the other party in writing as provided in this Section,      
and except as otherwise provided in this Agreement, notices shall be given      
to Administrative Agent by telephone, confirmed by writing, and to the          
Banks and to Borrower by ordinary mail or overnight courier or telecopy,        
receipt confirmed, addressed to such party at its address on the signature      
page of this Agreement.  Notices shall be effective:  (1) if by telephone,      
at the time of such telephone conversation, (2) if given by mail, three (3)     
days after mailing; (3) if given by overnight courier, upon receipt; and        
(4) if given by telecopy, upon receipt.                                         

Section 12.08  Setoff.  To the extent permitted or not  
expressly prohibited by applicable law, Borrower agrees that, in addition       
to (and without limitation of) any right of setoff, bankers' lien or            
counterclaim a Bank may otherwise have, each Bank shall be entitled, at its     
option, to offset balances (general or special, time or demand, provisional     
or final) held                                                                  

EX-5
52nd Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 52nd
51

by it for the account of Borrower at any of such Bank's offices, in Dollars     
or in any other currency, against any amount payable by Borrower to such        
Bank under this Agreement or such Bank's Note, or any other Loan Document       
which is not paid when due (regardless of whether such balances are then        
due to Borrower), in which case it shall promptly notify Borrower and           
Administrative Agent thereof; provided that such Bank's failure to give         
such notice shall not affect the validity thereof.  Payments by Borrower        
hereunder or under the other Loan Documents shall be made without setoff or     
counterclaim.                                                                   

 Section 12.09  Table of Contents; Headings.  Any table of
contents and the headings and captions hereunder are for convenience only       
and shall not affect the interpretation or construction of this Agreement.      

      Section 12.10  Severability.  The provisions of this Agreement
are intended to be severable.  If for any reason any provision of this          
Agreement shall be held invalid or unenforceable in whole or in part in any     
jurisdiction, such provision shall, as to such jurisdiction, be ineffective     
to the extent of such invalidity or unenforceability without in any manner      
affecting the validity or enforceability thereof in any other jurisdiction      
or the remaining provisions hereof in any jurisdiction.                         

       Section 12.11  Counterparts.  This Agreement may be executed in
any number of counterparts, all of which taken together shall constitute        
one and the same instrument, and any party hereto may execute this              
Agreement by signing any such counterpart.                                      

Section 12.12  Integration.  The Loan Documents and     
Supplemental Fee Letter set forth the entire agreement among the parties        
hereto relating to the transactions contemplated thereby and supersede any      
prior oral or written statements or agreements with respect to such             
transactions.                                                                   

       Section 12.13  Governing Law.  This Agreement shall be governed
by, and interpreted and construed in accordance with, the laws of the State     
of New York.                                                                    

Section 12.14  Waivers.  To the extent permitted or not 
expressly prohibited by applicable law, in connection with the obligations      
and liabilities as aforesaid, Borrower hereby waives:  (1) promptness and       
diligence; (2) notice of any actions taken by any Bank Party under this         
Agreement, any other Loan Document or any other agreement or instrument         
relating thereto except to the extent otherwise provided herein; (3) all        
other notices, demands and protests, and all other formalities of every         
kind in connection with the enforcement of the Obligations, the omission of     
or delay in which, but for the provisions of this Section, might constitute     
grounds for relieving Borrower of its                                           

EX-5
53rd Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 53rd
52

obligations hereunder; (4) any requirement that any Bank Party protect,         
secure, perfect or insure any Lien on any collateral or exhaust any right       
or take any action against Borrower or any other Person or any collateral;      
(5) any right or claim of right to cause a marshalling of the assets of         
Borrower; and (6) all rights of subrogation or contribution, whether            
arising by contract or operation of law (including, without limitation, any     
such right arising under the Federal Bankruptcy Code) or otherwise by           
reason of payment by Borrower, either jointly or severally, pursuant to         
this Agreement or other Loan Documents.                                         

Section 12.15  Jurisdiction; Immunities.  Borrower,     
Administrative Agent and each Bank hereby irrevocably submit to the             
jurisdiction of any New York State or United States Federal court sitting       
in New York City over any action or proceeding arising out of or relating       
to this Agreement, the Notes or any other Loan Document.  Borrower,             
Administrative Agent, and each Bank irrevocably agree that all claims in        
respect of such action or proceeding may be heard and determined in such        
New York State or United States Federal court.  Borrower, Administrative        
Agent, and each Bank irrevocably consent to the service of any and all          
process in any such action or proceeding by the mailing of copies of such       
process to Borrower, Administrative Agent or each Bank, as the case may be,     
at the addresses specified herein.  Borrower, Administrative Agent and each     
Bank agree that a final judgment in any such action or proceeding shall be      
conclusive and may be enforced in other jurisdictions by suit on the            
judgment or in any other manner provided by law.  Borrower, Administrative      
Agent and each Bank further waive any objection to venue in the State of        
New York and any objection to an action or proceeding in the State of New       
York on the basis of forum non conveniens.  Borrower, Administrative Agent      
and each Bank agree that any action or proceeding brought against Borrower,     
Administrative Agent or any Bank, as the case may be, shall be brought only     
in a New York State court sitting in New York City or a United States           
Federal court sitting in New York City, to the extent permitted or not          
expressly prohibited by applicable law.                                         

   Nothing in this Section shall affect the right of Borrower,
Administrative Agent or any Bank to serve legal process in any other manner     
permitted by law.                                                               

     To the extent that Borrower, Administrative Agent or any Bank
have or hereafter may acquire any immunity from jurisdiction of any court       
or from any legal process (whether from service or notice, attachment prior     
to judgment, attachment in aid of execution, execution or otherwise) with       
respect to itself or its property, Borrower, Administrative Agent and each      
Bank hereby irrevocably waive such immunity in respect of its obligations       
under this Agreement, the Notes and any other Loan Document.                    

EX-5
54th Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 54th
53

    BORROWER, ADMINISTRATIVE AGENT AND EACH BANK WAIVE ANY RIGHT
EACH SUCH PARTY MAY HAVE TO JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION      
OR PROCEEDING BROUGHT WITH RESPECT TO THIS AGREEMENT, THE NOTES OR THE          
LOAN.  IN ADDITION, BORROWER HEREBY WAIVES, IN CONNECTION WITH ANY SUIT,        
ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS WITH          
RESPECT TO THE NOTES, ANY RIGHT BORROWER MAY HAVE TO (1) TO THE EXTENT          
PERMITTED OR NOT EXPRESSLY PROHIBITED BY APPLICABLE LAW, INTERPOSE ANY          
COUNTERCLAIM THEREIN (OTHER THAN A COUNTERCLAIM THAT IF NOT BROUGHT IN THE      
SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS         
COULD NOT BE BROUGHT IN A SEPARATE SUIT, ACTION OR PROCEEDING OR WOULD BE       
SUBJECT TO DISMISSAL OR SIMILAR DISPOSITION FOR FAILURE TO HAVE BEEN            
ASSERTED IN SUCH SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT     
OR THE BANKS) OR (2) TO THE EXTENT PERMITTED OR NOT EXPRESSLY PROHIBITED BY     
APPLICABLE LAW, HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT,     
ACTION OR PROCEEDING.  NOTHING HEREIN CONTAINED SHALL PREVENT OR PROHIBIT       
BORROWER FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST              
ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO ANY ASSERTED CLAIM.           

EX-5
55th Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 55th
54

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

   VORNADO REALTY TRUST, a
    Maryland real estate
investment trust

             By: _____________________________
Name:       
Title:      

Address for Notices:

Park 80 West        
Plaza II            
          Saddle Brook, New Jersey 07663

             Attention:  Steven Roth, Chairman
                     and
           Joseph Macnow, Vice
           President and Chief
         Financial Officer

      Telephone:  (201) 587-1000
      Telecopy:   (201) 587-0600

with copies to:     

Sullivan & Cromwell 
125 Broad Street    
    New York, New York 10004

           Attention:  Patricia A. Ceruzzi
                       and
                    Janet Goldzahler

      Telephone:  (212) 558-4000
      Telecopy:   (212) 558-3588

EX-5
56th Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 56th
55

     UNION BANK OF SWITZERLAND
(New York Branch)   
              (as Bank and Administrative Agent)

By:                 
Name:         
Title:        

             By:______________________________
Name:         
Title:        

              Address for Notices and Applicable
                 Lending Office for Base Rate Loan and
LIBOR Loan:         

299 Park Avenue     
38th Floor          
         New York, New York 10171-0026

         Attention:  Albert Rabil, III
                   and Mara Martez

      Telephone:  (212) 821-3872
      Telecopy:   (212) 821-3943

with copies to:     

Dewey Ballantine    
       1301 Avenue of the Americas
    New York, New York 10019

       Attention:  George C. Weiss

      Telephone:  (212) 259-7320
      Telecopy:   (212) 259-6333

EX-5
57th Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 57th
EXHIBIT A     

AUTHORIZATION LETTER    

          February ___, 1995

Union Bank of Switzerland                                                       
(New York Branch)                                                           
299 Park Avenue                                                                 
New York, New York 10171                                                        

      Re:   Revolving Loan Agreement dated as of February ____, 1995
          (the "Loan Agreement"; capitalized terms not otherwise
           defined herein shall have the meanings ascribed to such
           terms in the Loan Agreement) among us, as Borrower, the
             Banks named therein, and you, as Administrative Agent for
said Banks                                  

Gentlemen:                                                                      

  In connection with the captioned Loan Agreement, we hereby
designate any of the following persons to give to you instructions,             
including notices required pursuant to the Agreement, orally, by telephone      
or teleprocess, or in writing:                                                  

Steven Roth                                 
Joseph Macnow                               
Clifford Broser                             
Ross Morrison                               

Instructions may be honored on the oral, telephonic,    
teleprocess or written instructions of anyone purporting to be any one of       
the above designated persons even if the instructions are for the benefit       
of the person delivering them.  We will furnish you with confirmation of        
each such instruction either by telex (whether tested or untested) or in        
writing signed by any person designated above (including any telecopy which     
appears to bear the signature of any person designated above) on the same       
day that the instruction is provided to you but your responsibility with        
respect to any instruction shall not be affected by your failure to receive     
such confirmation or by its contents.                                           

EX-5
58th Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 58th
2

 Without limiting the foregoing, we hereby unconditionally
authorize any one of the above-designated persons to execute and submit         
requests for advances of proceeds of the Loans (including the Initial           
Advance) and notices of Elections, Conversions and Continuations to you         
under the Loan Agreement with the identical force and effect in all             
respects as if executed and submitted by us.                                    

     You shall be fully protected in, and shall incur no liability
to us for, acting upon any instructions which you in good faith believe to      
have been given by any person designated above, and in no event shall you       
be liable for special, consequential or punitive damages.  In addition, we      
agree to hold you and your agents harmless from any and all liability, loss     
and expense arising directly or indirectly out of instructions that we          
provide to you in connection with the Loan Agreement except for liability,      
loss or expense occasioned by the gross negligence or willful misconduct of     
you or your agents.                                                             

     Upon notice to us, you may, at your option, refuse to execute
any instruction, or part thereof, without incurring any responsibility for      
any loss, liability or expense arising out of such refusal if you in good       
faith believe that the person delivering the instruction is not one of the      
persons designated above or if the instruction is not accompanied by an         
authentication method that we have agreed to in writing.                        

   We will promptly notify you in writing of any change in the
persons designated above and, until you have actually received such written     
notice and have had a reasonable opportunity to act upon it, you are            
authorized to act upon instructions, even though the person delivering them     
may no longer be authorized.                                                    

         Very truly yours,

             VORNADO REALTY TRUST,
                  a Maryland real estate
            investment trust

                        By______________________________
                                           , its
                        authorized signatory

EX-5
59th Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 59th
EXHIBIT B     

NOTE    

$___________                                             New York, New York     
                                                 __________, 199

 For value received, Vornado Realty Trust, a Maryland real
estate investment trust ("Borrower"), hereby promises to pay to the order       
of ___________ or its successors or assigns (collectively, the "Bank"), at      
the principal office of Union Bank of Switzerland (New York Branch) located     
at 299 Park Avenue, New York, New York 10171 (the "Administrative Agent")       
for the account of the Applicable Lending Office at the Bank, the principal     
sum of ________ Dollars ($____________), or if less, the amount loaned by       
the Bank to Borrower pursuant to the Loan Agreement (as defined below) and      
actually outstanding, in lawful money of the United States and in               
immediately available funds, in accordance with the terms set forth in the      
Loan Agreement.  Borrower also promises to pay interest on the unpaid           
principal balance hereof, for the period such balance is outstanding, in        
like money, at said office for the account of said Applicable Lending           
Office, at the time and at a rate per annum as provided in the Loan             
Agreement.  Any amount of principal hereof which is not paid when due,          
whether at stated maturity, by acceleration, or otherwise, shall bear           
interest from the date when due until said principal amount is paid in          
full, payable on demand, at the rate set forth in the Loan Agreement.           

   The date and amount of each advance of the Loan made by the
Bank to Borrower under the Loan Agreement referred to below, and each           
payment of the Loan, shall be recorded by the Bank on its books and, prior      
to any transfer of this Note (or, at the discretion of the Bank, at any         
other time), endorsed by the Bank on the schedule attached hereto and any       
continuation thereof.                                                           

       This Note is one of the Notes referred to in the Revolving Loan
Agreement dated as of February 27, 1995 (as the same may be amended from        
time to time, the "Loan Agreement") among Borrower, the Banks named therein     
(including the Bank) and Administrative Agent, as administrative agent for      
the Banks.  All of the terms, conditions and provisions of the Loan             
Agreement are hereby incorporated by reference.  All capitalized terms used     
herein and not defined herein shall have the meanings given to them in the      
Loan Agreement.                                                                 

EX-5
60th Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 60th
2

       The Loan Agreement contains, among other things, provisions for
the prepayment of and acceleration of this Note upon the happening of           
certain stated events.                                                          

No recourse shall be had under this Note against the VRT
Principals except as and to the extent set forth in Section 11.02 of the        
Loan Agreement.                                                                 

      All parties to this Note, whether principal, surety, guarantor
or endorser, hereby waive presentment for payment, demand, protest, notice      
of protest and notice of dishonor.                                              

   This Note shall be governed by the laws of the State of New
York, provided that, as to the maximum lawful rate of interest which may be     
charged or collected, if the laws applicable to the Bank permit it to           
charge or collect a higher rate than the laws of the State of New York,         
then such law applicable to the Bank shall apply to the Bank under this         
Note.                                                                           

             VORNADO REALTY TRUST,
                  a Maryland real estate
            investment trust

                      By____________________________
                           an authorized signatory

EX-5
61st Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 61st
                                                                [Download Table]


                                                                           
            Amount of          Amount of         Balance                   
Date         Advance            Payment        Outstanding      Notation By


EX-5
62nd Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 62nd
EXHIBIT C     

LIST OF MATERIAL AFFILIATES     

EX-5
63rd Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 63rd
EXHIBIT D     

SOLVENCY CERTIFICATE    

The __________ executing this certificate is the        
_______________ of Vornado Realty Trust, a Maryland real estate investment      
trust ("Borrower"), and said ___________ is familiar with its properties,       
assets and businesses, and is duly authorized to execute this certificate       
on behalf of Borrower pursuant to Section 4.01(7) of the Revolving Loan         
Agreement dated February ___, 1995 (the "Loan Agreement") among Borrower,       
the banks party thereto (each a "Bank" and collectively, the "Banks") and       
Union Bank of Switzerland (New York Branch), as agent for the Banks (in         
such capacity, together with its successors in such capacity, the "Agent").     
In executing this Certificate, such ________ is acting solely in [his]          
[her] capacity as the _________  of ________, and not in [his] [her]            
individual capacity.  Unless otherwise defined herein, terms defined in the     
Loan Agreement are used herein as therein defined.                              

       The undersigned further certifies that [he] [she] has carefully
reviewed the Loan Agreement and the other Loan Documents and the contents       
of this Certificate and, in connection herewith, has made such                  
investigation and inquiries as [he] [she] deems necessary and prudent           
therefor.  The undersigned further certifies that the financial information     
and assumptions which underlie and form the basis for the representations       
made in this Certificate were reasonable when made and were made in good        
faith and continue to be reasonable as of the date hereof.                      

    The undersigned understands that the Agent is relying on the
truth and accuracy of this Certificate in connection with the transactions      
contemplated by the Loan Agreement.                                             

The undersigned certifies that Borrower is Solvent.     

IN WITNESS WHEREOF, the undersigned has executed this   
Certificate on February ___, 1995.                                              

                      ______________________________

EX-5
64th Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 64th
EXHIBIT E     

ASSIGNMENT AND ASSUMPTION AGREEMENT     

   ASSIGNMENT AND ASSUMPTION AGREEMENT dated as of __________,
199_, among [insert name of assigning Bank] ("Assignor"), [insert name of       
Assignee] ("Assignee"), Vornado Realty Trust, a Maryland real estate            
investment trust ("Borrower") and Union Bank of Switzerland (New York           
Branch), as administrative agent for the Banks referred to below (in such       
capacity, together with its successors in such capacity, the                    
"Administrative Agent").                                                        

Preliminary Statement     

       1.  This Assignment and Assumption Agreement (this "Agreement")
relates to the Revolving Loan Agreement (as the same may be amended from        
time to time, the "Loan Agreement") dated February ___, 1995 among              
Borrower, the banks party thereto (each a "Bank" and, collectively, the         
"Banks") and the Administrative Agent.  All capitalized terms not otherwise     
defined herein shall have the respective meanings set forth in the Loan         
Agreement.                                                                      

     2.  Subject to the terms and conditions set forth in the Loan
Agreement, Assignor has made a Loan Commitment to Borrower in an aggregate      
principal amount of ___________ Dollars ($____________) ("Assignor's Loan       
Commitment").                                                                   

    3.  The aggregate outstanding principal amount of Assignor's
Loan made pursuant to Assignor's Loan Commitment at commencement of             
business on the date hereof is __________ Dollars ($__________).                

 4.  Assignor desires to assign to Assignee (a) all of the
rights of Assignor under the Loan Agreement in respect of a portion of its      
Loan and Loan Commitment thereunder in an amount equal to __________            
($__________) (the "Assigned Loan and Commitment"); and Assignee desires to     
accept assignment of such rights and assume the corresponding obligations       
from Assignor on such terms.                                                    

 NOW, THEREFORE, in consideration of the foregoing and the
mutual agreements contained herein, the parties hereto agree as follows:        

     SECTION 1.  Assignment.  Assignor hereby assigns and sells to
Assignee all of the rights of Assignor under the Loan Agreement in and to       
the Assigned Loan and Commitment, and Assignee hereby accepts such              
assignment from Assignor and assumes all of the obligations of Assignor         
under the Loan Agreement with                                                   

EX-5
65th Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 65th
2

respect to the Assigned Loan and Commitment.  Upon the execution and            
delivery hereof by Assignor, Assignee, Borrower and the Administrative          
Agent and the payment of the amount specified in Section 2 hereof required      
to be paid on the date hereof, (1) Assignee shall, as of the commencement       
of business on the date hereof, succeed to the rights and obligations of a      
Bank under the Loan Agreement with a Loan and a Loan Commitment in an           
amount equal to the Assigned Loan and Commitment, and (2) the Loan and Loan     
Commitment of Assignor shall, as of the commencement of business on the         
date hereof, be reduced correspondingly and Assignor released from its          
obligations under the Loan Agreement to the extent such obligations have        
been assumed by Assignee.  The assignment provided for herein shall be          
without recourse to Assignor.                                                   

      SECTION 2.  Payments.  As consideration for the assignment and
sale contemplated in Section 1 hereof, Assignee shall pay to Assignor on        
the date hereof in immediately available funds an amount equal to               
__________ ($___________) [insert the amount of that portion of Assignor's      
Loan being assigned].  It is understood that any fees paid to Assignor          
under the Loan Agreement are for the account of Assignor.  Each of Assignor     
and Assignee hereby agrees that if it receives any amount under the Loan        
Agreement which is for the account of the other party hereto, it shall          
receive the same for the account of such other party to the extent of such      
other party's interest therein and shall promptly pay the same to such          
other party.                                                                    

      SECTION 3.  [Consent of Borrower and UBS and Acknowledgment by
the Administrative Agent;] Execution and Delivery of Note. [This Agreement      
is conditioned upon the consent of Borrower and UBS and acknowledgment by       
the Administrative Agent pursuant to Section 12.05 of the Loan Agreement.       
The execution of this Agreement by Borrower and UBS and the Administrative      
Agent is evidence of this consent and acknowledgment, respectively.  Only       
necessary if Assignee is not a majority owned subsidiary of a Bank or of        
the Parent of a Bank]  Pursuant to Section 12.05 of the Loan Agreement,         
Borrower has agreed to execute and deliver Notes payable to the respective      
orders of Assignee and Assignor to evidence the assignment and assumption       
provided for herein.                                                            

SECTION 4.  Non-Reliance on Assignor.  Assignor makes no
representation or warranty in connection with, and shall have no                
responsibility with respect to, the solvency, financial condition, or           
statements of Borrower or any other party to any Loan Document, or the          
validity and enforceability of the obligations of Borrower or any other         
party to a Loan Document in respect of the Loan Agreement or any other Loan     
Document.  Assignee acknowledges that it has, independently and without         
reliance on Assignor, and based on such documents and information as it has     
deemed appropriate, made its own credit analysis and decision to enter into     
this Agreement and will continue to be                                          

EX-5
66th Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 66th
3

responsible for making its own independent appraisal of the business,           
affairs and financial condition of Borrower and the other parties to the        
Loan Documents.                                                                 

       SECTION 5.  Governing Law.  This Agreement shall be governed by
and construed in accordance with the laws of the State of New York.             

      SECTION 6.  Counterparts.  This Agreement may be signed in any
number of counterparts, each of which shall be an original, with the same       
effect as if the signatures thereto and hereto were upon the same               
instrument.                                                                     

       SECTION 7.  Certain Representations and Agreements by Assignee.
Reference is made to Section 10.13 of the Loan Agreement.  Assignee hereby      
represents that it is entitled to receive any payments to be made to it         
under the Loan Agreement or hereunder without the withholding of any tax        
and agrees to furnish the evidence of such exemption as specified therein       
and otherwise to comply with the provisions of said Section 10.13.              

EX-5
67th Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 67th
4

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

          [NAME OF ASSIGNOR]

                      By____________________________
 Name:
  Title:

          [NAME OF ASSIGNEE]

                      By____________________________
 Name:
  Title:

                  Applicable Lending Office:

            Address for Notices:

  [Assignee]
 [Address]
                   Attention:  _______________
                  Telephone:  (___) ________
                  Telecopy:   (___) ________

             VORNADO REALTY TRUST,
                  a Maryland real estate
            investment trust

                      By____________________________
                   an authorized signatory

                 UNION BANK OF SWITZERLAND
             (New York Branch)
                          (as Bank and Administrative Agent)

                      By____________________________
 Name:
  Title:

                      By____________________________
 Name:
  Title:

EX-5
68th Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 68th
EXHIBIT F     

PROPERTIES TO BE NEGATIVELY PLEDGED TO UBS BY VORNADO REALTY TRUST    

Shopping Centers:                                                               

1.    Hackensack Avenue, Hackensack, NJ                                         
2.    East 14th Street, New York, NY                                            
3.    Route 22 and Watchung Avenue, Watchung, NJ                                
4.    Passaic Avenue, Kearny, NJ                                                
5.    Route 2 and Broadway, Menands, NY                                         
6.    Belair Road, Baltimore, MD                                                
7.    Kennedy Blvd., North Bergen, NJ                                           
8.    Boston Road and Health Avenue, Springfield, MA                            
9.    Wilson Blvd. and Downsville Pike, Hagerstown, MD                          
10.   Market Street, Philadelphia, PA                                           
11.   Easton Avenue and Nottingham Road, Bethlehem, PA                          
12.   Bloomfield Avenue and Francis Place, Montclair, NJ                        

Warehouse:                                                                      

13.   719 Route 18 and Tices Corner Road, E. Brunswick, NJ                      

Leased Properties:                                                              

14.   Milford Place and Medway Street, Milford, MA                              
15.   I-81 and Southbay Road, N. Syracuse, NY                                   
16.   St. George Avenue and Maple Avenue, Rahway, NJ                            

EX-5
69th Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 69th
i

TABLE OF CONTENTS     

                                                                  Page

ARTICLE I.               DEFINITIONS; ETC.  . . . . . . . . . . . . . .   1     
 Section  1.01  Definitions  . . . . . . . . . . . . . . . . . . .   1
 Section  1.02  Accounting Terms . . . . . . . . . . . . . . . . .  13
 Section  1.03  Computation of Time Periods  . . . . . . . . . . .  13
 Section  1.04  Rules of Construction  . . . . . . . . . . . . . .  13

ARTICLE II.              THE LOANS  . . . . . . . . . . . . . . . . . .  13     
 Section  2.01  The Loans  . . . . . . . . . . . . . . . . . . . .  13
 Section  2.02  Purpose  . . . . . . . . . . . . . . . . . . . . .  14
 Section  2.03  Advances, Generally  . . . . . . . . . . . . . . .  15
 Section  2.04  Procedures for Advances  . . . . . . . . . . . . .  15
 Section  2.05  Interest Periods; Renewals . . . . . . . . . . . .  15
 Section  2.06  Interest . . . . . . . . . . . . . . . . . . . . .  16
 Section  2.07  Fees . . . . . . . . . . . . . . . . . . . . . . .  16
 Section  2.08  Notes  . . . . . . . . . . . . . . . . . . . . . .  17
 Section  2.09  Prepayments  . . . . . . . . . . . . . . . . . . .  17
 Section  2.10  Changes of Commitments . . . . . . . . . . . . . .  17
 Section  2.11  Method of Payment  . . . . . . . . . . . . . . . .  18
 Section  2.12  Elections, Conversions or Continuation of Loans  .  18
 Section  2.13  Minimum Amounts  . . . . . . . . . . . . . . . . .  18
Section  2.14  Certain Notices Regarding Elections, Conversions     
                 and Continuations of Loans  . . . . . . . . . . .  19

ARTICLE III.             YIELD PROTECTION; ILLEGALITY; ETC.   . . . . .  20     
 Section  3.01  Additional Costs . . . . . . . . . . . . . . . . .  20
 Section  3.02  Limitation on Types of Loans . . . . . . . . . . .  21
 Section  3.03  Illegality . . . . . . . . . . . . . . . . . . . .  21
 Section  3.04  Treatment of Affected Loans  . . . . . . . . . . .  22
 Section  3.05  Certain Compensation . . . . . . . . . . . . . . .  22
 Section  3.06  Capital Adequacy . . . . . . . . . . . . . . . . .  23
 Section  3.07  Substitution of Banks  . . . . . . . . . . . . . .  23

ARTICLE IV.              CONDITIONS PRECEDENT   . . . . . . . . . . . .  25     
 Section  4.01  Conditions Precedent to the Initial Advance  . . .  25
Section  4.02  Conditions Precedent to Advances After the           
                 Initial Advance . . . . . . . . . . . . . . . . .  26
 Section  4.03  Deemed Representations . . . . . . . . . . . . . .  27

EX-5
70th Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 70th
ii

                                                                  Page

ARTICLE V.               REPRESENTATIONS AND WARRANTIES . . . . . . . .  27     
 Section  5.01  Due Organization . . . . . . . . . . . . . . . . .  27
Section  5.02  Power and Authority; No Conflicts; Compliance        
                 With Laws . . . . . . . . . . . . . . . . . . . .  27
 Section  5.03  Legally Enforceable Agreements . . . . . . . . . .  28
 Section  5.04  Litigation . . . . . . . . . . . . . . . . . . . .  28
 Section  5.05  Good Title to Properties . . . . . . . . . . . . .  28
 Section  5.06  Taxes  . . . . . . . . . . . . . . . . . . . . . .  28
 Section  5.07  ERISA  . . . . . . . . . . . . . . . . . . . . . .  29
 Section  5.08  No Default on Outstanding Judgments or Orders  . .  29
 Section  5.09  No Defaults on Other Agreements  . . . . . . . . .  29
 Section  5.10  Government Regulation  . . . . . . . . . . . . . .  29
 Section  5.11  Environmental Protection . . . . . . . . . . . . .  30
 Section  5.12  Solvency . . . . . . . . . . . . . . . . . . . . .  30
 Section  5.13  Financial Statements . . . . . . . . . . . . . . .  30
 Section  5.14  Valid Existence of Affiliates  . . . . . . . . . .  30
 Section  5.15  Insurance  . . . . . . . . . . . . . . . . . . . .  30
 Section  5.16  Accuracy of Information; Full Disclosure . . . . .  31

ARTICLE VI.              AFFIRMATIVE COVENANTS  . . . . . . . . . . . .  31     
 Section  6.01  Maintenance of Existence . . . . . . . . . . . . .  31
 Section  6.02  Maintenance of Records . . . . . . . . . . . . . .  31
 Section  6.03  Maintenance of Insurance . . . . . . . . . . . . .  31
 Section  6.04  Compliance with Laws; Payment of Taxes . . . . . .  31
 Section  6.05  Right of Inspection  . . . . . . . . . . . . . . .  32
 Section  6.06  Compliance With Environmental Laws . . . . . . . .  32
 Section  6.07  Payment of Costs . . . . . . . . . . . . . . . . .  32
 Section  6.08  Maintenance of Properties  . . . . . . . . . . . .  32
Section  6.09  Reporting and Miscellaneous Document                 
                 Requirements  . . . . . . . . . . . . . . . . . .  32
 Section  6.10  Shopping Center EBITDA . . . . . . . . . . . . . .  35
 Section  6.11  Management . . . . . . . . . . . . . . . . . . . .  35

ARTICLE VII.             NEGATIVE COVENANTS   . . . . . . . . . . . . .  35     
 Section  7.01  Mergers Etc. . . . . . . . . . . . . . . . . . . .  35
 Section  7.02  Investments  . . . . . . . . . . . . . . . . . . .  35
 Section  7.03  Sale of Assets . . . . . . . . . . . . . . . . . .  36
 Section  7.04  Encumbrance of Certain Assets  . . . . . . . . . .  36

EX-5
71st Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 71st
iii

                                                                  Page

ARTICLE VIII.            FINANCIAL COVENANTS  . . . . . . . . . . . . .  36     
 Section  8.01  Equity Value . . . . . . . . . . . . . . . . . . .  36
Section  8.02  Relationship of Total Outstanding Indebtedness       
                 to Equity Value . . . . . . . . . . . . . . . . .  36
Section  8.03  Relationship of Secured Indebtedness to Equity       
                 Value . . . . . . . . . . . . . . . . . . . . . .  36
Section  8.04  Relationship of Combined EBITDA to Interest          
                 Expense . . . . . . . . . . . . . . . . . . . . .  36
Section  8.05  Relationship of Combined EBITDA to Total             
                 Outstanding Indebtedness  . . . . . . . . . . . .  36
 Section  8.06  Funds From Operations  . . . . . . . . . . . . . .  37
 Section  8.07  Unsecured Debt Yield . . . . . . . . . . . . . . .  37
Section  8.08  Relationship of Unencumbered Combined EBITDA to      
                 Interest Expense on Unsecured Indebtedness  . . .  37

ARTICLE IX.              EVENTS OF DEFAULT  . . . . . . . . . . . . . .  37     
 Section  9.01  Events of Default  . . . . . . . . . . . . . . . .  37
 Section  9.02  Remedies . . . . . . . . . . . . . . . . . . . . .  39

ARTICLE X.               ADMINISTRATIVE AGENT; RELATIONS                        
                    AMONG BANKS  . . . . . . . . . . . . . . . . .  39
Section 10.01  Appointment, Powers and Immunities of                
                 Administrative Agent  . . . . . . . . . . . . . .  39
 Section 10.02  Reliance by Administrative Agent . . . . . . . . .  40
 Section 10.03  Defaults . . . . . . . . . . . . . . . . . . . . .  41
 Section 10.04  Rights of Administrative Agent as a Bank . . . . .  41
 Section 10.05  Indemnification of Administrative Agent  . . . . .  41
Section 10.06  Non-Reliance on Administrative Agent and Other       
                 Banks . . . . . . . . . . . . . . . . . . . . . .  42
 Section 10.07  Failure of Administrative Agent to Act . . . . . .  42
 Section 10.08  Resignation or Removal of Administrative Agent . .  42
 Section 10.09  Amendments Concerning Agency Function  . . . . . .  43
 Section 10.10  Liability of Administrative Agent  . . . . . . . .  43
 Section 10.11  Transfer of Agency Function  . . . . . . . . . . .  43
 Section 10.12  Non-Receipt of Funds by Administrative Agent . . .  43
 Section 10.13  Withholding Taxes  . . . . . . . . . . . . . . . .  44
 Section 10.14  Minimum Commitment by UBS  . . . . . . . . . . . .  44
 Section 10.15  Pro Rata Treatment . . . . . . . . . . . . . . . .  45
 Section 10.16  Sharing of Payments Among Banks  . . . . . . . . .  45
 Section 10.17  Possession of Documents. . . . . . . . . . . . . .  45

ARTICLE XI.              NATURE OF OBLIGATIONS  . . . . . . . . . . . .  45     
 Section 11.01  Absolute and Unconditional Obligations . . . . . .  45
 Section 11.02  Non-Recourse to VRT Principals . . . . . . . . . .  46

EX-5
Last Page of 72
TOC
1st
Previous
Next
↓Bottom
Just 72nd
iv

                                                                  Page

ARTICLE XII.             MISCELLANEOUS  . . . . . . . . . . . . . . . .  47     
 Section 12.01  Binding Effect of Request for Advance  . . . . . .  47
 Section 12.02  Amendments and Waivers . . . . . . . . . . . . . .  47
 Section 12.03  Usury  . . . . . . . . . . . . . . . . . . . . . .  48
 Section 12.04  Expenses; Indemnification  . . . . . . . . . . . .  48
 Section 12.05  Assignment; Participation  . . . . . . . . . . . .  48
 Section 12.06  Documentation Satisfactory . . . . . . . . . . . .  50
 Section 12.07  Notices  . . . . . . . . . . . . . . . . . . . . .  50
 Section 12.08  Setoff . . . . . . . . . . . . . . . . . . . . . .  50
 Section 12.09  Table of Contents; Headings  . . . . . . . . . . .  51
 Section 12.10  Severability . . . . . . . . . . . . . . . . . . .  51
 Section 12.11  Counterparts . . . . . . . . . . . . . . . . . . .  51
 Section 12.12  Integration  . . . . . . . . . . . . . . . . . . .  51
 Section 12.13  Governing Law  . . . . . . . . . . . . . . . . . .  51
 Section 12.14  Waivers  . . . . . . . . . . . . . . . . . . . . .  51
 Section 12.15  Jurisdiction; Immunities . . . . . . . . . . . . .  52

EXHIBIT A   -  Authorization Letter                                             

EXHIBIT B   -  Note                                                             

EXHIBIT C   -  List of Affiliates                                               

EXHIBIT D   -  Solvency Certificate                                             

EXHIBIT E   -  Assignment and Assumption Agreement                              

EXHIBIT F   -  Negative Pledge Properties                                       

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
		3/1/98		10
Filed on:		3/3/95							SC 13D/A
		2/27/95		1		59
		12/31/93		26		29
									List all Filings