Common use of Provisions Relating to Co‑Makers Clause in Contracts

Provisions Relating to Co‑Makers. Each Maker agrees that it shall never be entitled to be subrogated to any of the Payee's rights against any Obligor or any other person or entity or any collateral or offset rights held by the Payee for payment of the indebtedness and obligations incurred under or pursuant to the Credit Documents (the "Debt") until full payment of the Debt, complete performance of all of the obligations of the Obligors under the Credit Documents and final termination of the Payee's obligations, if any, to make further advances under this Note or to provide any other financial accommodations to any Obligor. The value of the consideration received and to be received by each Maker is reasonably worth at least as much as the liability and obligation of each Maker incurred or arising under this Note and all other Credit Documents. Each Maker has determined that such liability and obligation may reasonably be expected to substantially benefit each Maker directly or indirectly. Each Maker has had full and complete access to the underlying papers relating to the Debt and all other papers executed by any Obligor or any other person or entity in connection with the Debt, has reviewed them and is fully aware of the meaning and effect of their contents. Each Maker is fully informed of all circumstances which bear upon the risks of executing this Note and which a diligent inquiry would reveal. Each Maker has adequate means to obtain from each other Maker on a continuing basis information concerning such other Maker's financial condition, and is not depending on the Payee or Agent to provide such information, now or in the future. Each Maker agrees that neither Agent nor the Payee shall have any obligation to advise or notify any Maker or to provide any Maker with any data or information regarding any other Maker.

Provisions Relating to Co‑Makers. Each Maker agrees that it shall never be entitled to be subrogated to any of the Payee's rights against any Obligor or any other person or entity or any collateral or offset rights held by the Payee for payment of the indebtedness and obligations incurred under or pursuant to the Credit Documents (the "Debt") until full payment of the Debt, complete performance of all of the obligations of the Obligors under the Credit Documents and final termination of the Payee's obligations, if any, to make further advances under this Note or to provide any other financial accommodations to any Obligor. The value of the consideration received and to be received by each Maker is reasonably worth at least as much as the liability and obligation of each Maker incurred or arising under this Note and all other Credit Documents. Each Maker has determined that such liability and obligation may reasonably be expected to substantially benefit each Maker directly or indirectly. Each Maker has had full and complete access to the underlying papers relating to the Debt and all other papers executed by any Obligor or any other person or entity in connection with the Debt, has reviewed them and is fully aware of the meaning and effect of their contents. Each Maker is fully informed of all circumstances which bear upon the risks of executing this Note and which a diligent inquiry would reveal. Each Maker has adequate means to obtain from each other Maker on a continuing basis information concerning such other Maker's financial condition, and is not depending on the Payee or Agent to provide such information, now or in the future. Each Maker agrees that neither Agent nor the Payee shall have any obligation to advise or notify any Maker or to provide any Maker with any data or information regarding any other Maker.that

Provisions Relating to Co‑Makers. Each Maker agrees that it shall never be entitled to be subrogated to any of the Payee's rights against any Obligor or any other person or entity or any collateral or offset rights held by the Payee for payment of the indebtedness and obligations incurred under or pursuant to the Credit Documents (the "Debt") until full payment of the Debt, complete performance of all of the obligations of the Obligors under the Credit Documents and final termination of the Payee's obligations, if any, to make further advances under this Note or to provide any other financial accommodations to any Obligor. The value of the consideration received and to be received by each Maker is reasonably worth at least as much as the liability and obligation of each Maker incurred or arising under this Note and all other Credit Documents. Each Maker has determined that such liability and obligation may reasonably be expected to substantially benefit each Maker directly or indirectly. Each Maker has had full and complete access to the underlying papers relating to the Debt and all other papers executed by any Obligor or any other person or entity in connection with the Debt, has reviewed them and is fully aware of the meaning and effect of their contents. Each Maker is fully informed of all circumstances which bear upon the risks of executing this Note and which a diligent inquiry would reveal. Each Maker has adequate means to obtain from each other Maker on a continuing basis information concerning such other Maker's financial condition, and is not depending on the Payee or Agent to provide such information, now or in the future. Each Maker agrees that neither Agent nor the Payee shall have any obligation to advise or notify any Maker or to provide any Maker with any data or information regarding any other Maker. EASTGROUP PROPERTIES, L.P., a Delaware limited partnership By: EastGroup Properties General Partners, Inc., General Partner By: ______________________________ N. Xxxxx XxXxx, Executive Vice President, Chief Financial Officer, Secretary and Treasurer By: ______________________________ Xxxxx Xxxxxxx, Senior Vice President, Controller and Chief Accounting Officer EASTGROUP PROPERTIES, INC., a Maryland corporation By: ___________________________________ N. Xxxxx XxXxx, Executive Vice President, Chief Financial Officer, Secretary and Treasurer By: ____________________________________ Xxxxx Xxxxxxx, Senior Vice President, Controller and Chief Accounting Officer Address: 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxx, Xxxxxxxxxxx 00000 Attention: Chief Financial Officer Amount of Amount of Principal Maturity Notation Date Loan Repaid Date Made By PNC BANK, NATIONAL ASSOCIATION PNC Firstside Center 000 Xxxxx Xxxxxx Xxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned refers to the 2013 Term Loan Agreement dated as of December ____, 2013, to be effective as of December 20, 2013 (as amended, restated, supplemented or modified from time to time, the "Loan Agreement") among EASTGROUP PROPERTIES L.P., a Delaware limited partnership, and EASTGROUP PROPERTIES, INC., a Maryland corporation (collectively, "Borrower") and PNC BANK, NATIONAL ASSOCIATION, a national banking association (the "Agent"), as Administrative Agent for itself and for the Lenders. Terms defined in the Loan Agreement shall have the same meanings assigned to them therein when used herein. The undersigned Borrower hereby gives notice, irrevocably, that it wishes to convert all or part of the outstanding Loan subject to the Base Rate Option into a LIBOR Borrowing as follows: (a) The amount and proposed date of conversion to the LIBOR Option (must be three (3) Business Days after date of this Notice of Conversion or election to LIBOR Option): Amount Conversion Date: $______________ _______________, 20__ (b) Aggregate amount of the Loan to be converted to each LIBOR Borrowing (must be at least $1,000,000 for each LIBOR Interest Period selected) and LIBOR Interest Period (must be one (1), two (2), three (3) or six (6) months (or such other period of less than one (1) Month) as the Agent in its discretion may allow Borrower to elect if available from all Lenders) and end before the Expiration Date to apply to the following conversion:

Provisions Relating to Co‑Makers. Each Maker agrees that it shall never be entitled to be subrogated to any of the Payee's rights against any Obligor or any other person or entity or any collateral or offset rights held by the Payee for payment of the indebtedness and obligations incurred under or pursuant to the Credit Documents (the "Debt") until full payment of the Debt, complete performance of all of the obligations of the Obligors under the Credit Documents and final termination of the Payee's obligations, if any, to make further advances under this Note or to provide any other financial accommodations to any Obligor. The value of the consideration received and to be received by each Maker is reasonably worth at least as much as the liability and obligation of each Maker incurred or arising under this Note and all other Credit Documents. Each Maker has determined that such liability and obligation may reasonably be expected to substantially benefit each Maker directly or indirectly. Each Maker has had full and complete access to the underlying papers relating to the Debt and all other papers executed by any Obligor or any other person or entity in connection with the Debt, has reviewed them and is fully aware of the meaning and effect of their contents. Each Maker is fully informed of all circumstances which bear upon the risks of executing this Note and which a diligent inquiry would reveal. Each Maker has adequate means to obtain from each other Maker on a continuing basis information concerning such other Maker's financial condition, and is not depending on the Payee or Agent to provide such information, now or in the future. Each Maker agrees that neither Agent nor the Payee shall have any obligation to advise or notify any Maker or to provide any Maker with any data or information regarding any other Maker. EASTGROUP PROPERTIES, L.P., a Delaware limited partnership By: EastGroup Properties General Partners, Inc., General Partner By: ------------------------------- Name: N. Xxxxx XxXxx Title: Chief Financial Officer By: ------------------------------- Name: Xxxxx Xxxxxxx Title: Controller EASTGROUP PROPERTIES, INC., a Maryland corporation By: ------------------------------------ Name: N. Xxxxx XxXxx Title: Chief Financial Officer By: ------------------------------------ Name: Xxxxx Xxxxxxx Title: Controller Promissory Note (cont'd) SCHEDULE LOANS AND PAYMENTS OF PRINCIPAL Amount of Amount of Type of Principal Maturity Notation Date Loan Loan Repaid Date Made By FORM OF COMPETITIVE BID REQUEST TO: PNC BANK, NATIONAL ASSOCIATION Firstside Center, 000 Xxxxx Xxxxxx Xxxxxxxxxx, XX 00000 Attention: Xxxxx Xxxxxx Fax: 000-000-0000 RE: Request for Competitive Bid under First Amended and Restated Credit Agreement (as the same may be amended, modified, extended or restated from time to time, the "Credit Agreement") dated as of December 6, 2004 among EastGroup Properties, L.P., and EastGroup Properties, Inc., jointly and severally (collectively, the "Borrowers") the Agent and the Lenders as signatory to the Credit Agreement. DATE: ______________, 200____ 1. This Competitive Bid Request is made pursuant to the terms of the Credit Agreement. All capitalized terms used herein unless otherwise defined shall have the meanings set forth in the Credit Agreement. 2. The Borrower hereby requests quotes for a proposed Competitive Bid Loan, and in connection therewith sets forth below the terms of such proposed Competitive Bid Loan: (A) Date of requested Competitive Bid Loan __________________ (B) Amount of requested Competitive Bid Loan __________________ (C) Interest Period(s) and the last day thereof __________________ 3. On and as of the date of the requested Competitive Bid Loan, immediately after giving effect to the funding and the application thereof, (a) the sum of the aggregate principal amount of Loans outstanding plus LC Exposure outstanding will be $____________, which is less than or equal to the Total Commitment, (b) the aggregate amount of LC Exposure outstanding will be $__________, which is less than or equal to ten percent (10%) of the Total Commitment, and (c) the aggregate amount of Swing Line Loans outstanding will be $_______________, which is less than or equal to $25,000,000. 4. The representations and warranties made by the Obligors in any Credit Document are true and correct in all material respects at and as if made on such date except to the extent they expressly relate to an earlier date. 5. No Default or Event of Default exists or is continuing on the date hereof or will be caused by giving effect to this Competitive Bid Request. 6. The Operating Partnership's senior unsecured debt ratings are ____________________. By its execution below, the undersigned represents that the foregoing complies with Sections 2.10 and 3.1 of the Credit Agreement. EASTGROUP PROPERTIES, L.P., a Delaware limited partnership By: EastGroup Properties General Partners, Inc., General Partner By: ----------------------------------- Name: --------------------------------- Title: -------------------------------- By: ----------------------------------- Name: --------------------------------- Title: -------------------------------- EASTGROUP PROPERTIES, INC., a Maryland corporation By: --------------------------------------- Name: ------------------------------------- Title: ------------------------------------ By: --------------------------------------- Name: ------------------------------------- Title: ------------------------------------ EXHIBIT G Page 2 of 2 FORM OF INVITATION FOR COMPETITIVE BID QUOTES ================================================================================ From: PNC Agency Services Attn: Xxxxx Xxxxxx Fax: 000-000-0000 Phone: 000-000-0000 To: ------------------------------ Attn: ------------------------- Fax: ------------------------------ Date: 00/00/00 Re: EASTGROUP PROPERTIES, L.P. and EASTGROUP PROPERTIES, INC. First Amended and Restated Credit Agreement Dated December 6, 2004 ================================================================================ Bid Request Number ---------------------- Request Date 00/00/00 Base Rate Code (Margin) Amount Requested $ ---------------------- Term 1: Start Date: 00/00/00 End Date: 00/00/00 Term 2: Start Date: 00/00/00 End Date: 00/00/00 Lender replies must be received not earlier than 9:00 a.m., Pittsburgh, Pennsylvania, time and not later than 9:30 a.m. Pittsburgh, Pennsylvania, time on 00/00/00. Agent reply must be received by 8:30 a.m., Pittsburgh, Pennsylvania, time on 00/00/00. Please call at if you have any questions. ------------------ ------------------- Best regards, ----------------------------------- EXHIBIT H Page 1 of 1 FORM OF COMPETITIVE BID QUOTE To: PNC Bank, National Association Re: Competitive Quote to EastGroup Properties, L.P., and EastGroup Properties, Inc. (collectively, the "Borrower") In response to your invitation on behalf of the Borrower dated , 20__, we hereby make the following Competitive Bid Quote on the following terms:

Provisions Relating to Co‑Makers. Each Maker agrees that it shall never be entitled to be subrogated to any of the Payee's rights against any Obligor or any other person or entity or any collateral or offset rights held by the Payee for payment of the indebtedness and obligations incurred under or pursuant to the Credit Documents (the "Debt") until full payment of the Debt, complete performance of all of the obligations of the Obligors under the Credit Documents and final termination of the Payee's obligations, if any, to make further advances under this Note or to provide any other financial accommodations to any Obligor. The value of the consideration received and to be received by each Maker is reasonably worth at least as much as the liability and obligation of each Maker incurred or arising under this Note and all other Credit Documents. Each Maker has determined that such liability and obligation may reasonably be expected to substantially benefit each Maker directly or indirectly. Each Maker has had full and complete access to the underlying papers relating to the Debt and all other papers executed by any Obligor or any other person or entity in connection with the Debt, has reviewed them and is fully aware of the meaning and effect of their contents. Each Maker is fully informed of all circumstances which bear upon the risks of executing this Note and which a diligent inquiry would reveal. Each Maker has adequate means to obtain from each other Maker on a continuing basis information concerning such other Maker's financial condition, and is not depending on the EXHIBIT C-1 Payee or Agent to provide such information, now or in the future. Each Maker agrees that neither Agent nor the Payee shall have any obligation to advise or notify any Maker or to provide any Maker with any data or information regarding any other Maker. EASTGROUP PROPERTIES, L.P., a Delaware limited partnership By: EastGroup Properties General Partners, Inc., General Partner By: --------------------------- Name: N. Keith McKey Title: Chief Finxxxxxx Xxxxcer By: ---------------------------- Name: Bruce Corkern Title: Controlxxx EASTGROUP PROPERTIES, INC., a Maryland corporation By: --------------------------------- Name: N. Keith McKey Title: Chief Financiax Xxxxxxx By: --------------------------------- Name: Bruce Corkern Title: Controller EXHIBIT C-1 Swing Loan Note (cont'd) SCHEDULE LOANS AND PAYMENTS OF PRINCIPAL Amount of Amount of Type of Principal Maturity Notation Date Loan Loan Repaid Date Made By EXHIBIT C-1 OPINION OF COUNSEL (For Borrower and Guarantors) 1. The Person (a) is duly organized, validly existing and in good standing under the laws of the state of Delaware; (b) has all requisite power and authority and all material governmental licenses, authorizations, permits and approvals to own its Property and to carry on its business as, and in the places where, such Property is owned or such business is now conducted, and (c) is duly qualified to do business and is in good standing in every jurisdiction in which such qualification is necessary or desirable. 2. The execution, delivery and performance of the Credit Agreement and the other Credit Documents (a) have all been duly authorized by all necessary action by the Person, (b) are within the power and authority of the Person; (c) will not contravene or violate any Legal Requirement or the Organizational Documents of the Person; (d) to the best of our knowledge, will not result in the breach of, or constitute a default under, any agreement, instrument, judgment, license, order or permit to which the Person is a party or by which the Person or any of its Property may be bound or affected, and (e) to the best of our knowledge, do not result in the creation of any Lien upon any Property of the Person except as expressly contemplated by the Credit Documents. 3. All authorizations, consents, approvals, licenses, permissions and registrations, if any, of or with any Governmental Authority, or to the best of our knowledge, any other Person, required in connection with the execution, delivery and performance of the Credit Agreement, the Note and the other Credit Documents have been obtained. 4. The Credit Documents are legal, valid and binding obligations of the Person enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium and other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles. 5. To the best of our knowledge and except as heretofore disclosed to the Agent, there is no litigation or administrative proceeding pending or threatened against, or any outstanding judgment, order decree or award affecting, the Person before or by any Governmental Authority or arbitral body which in the aggregate have, or if adversely determined could have, any material adverse effect on the condition, business or prospects, financial or otherwise, of the Person. 6. The Borrower is not an "investment company", or a copy "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended. EXHIBIT D REQUEST FOR EXTENSION To: PNC Bank, National Association Borrower: EastGroup Properties, L.P. One PNC Plaza and EastGroup Properties, Inc. 249 Fifth Avenue Mail Stop P1-POPP-19-2 Pittsburgh, PA 15222-2707 Loan No. --------------------------- Attn: Wayne Robertson Phone: 412-762-8452 Fax: 412-762-6500 The undxxxxxxxx xxxxxy requexxx xx xxxxxsion ox xxx xxxxxxty date of the above referenced loan ("Loan") to January 3, 2013, pursuant to the provisions in the Second Amended and Restated Credit Agreement ("Agreement") dated as of January 4, 2008 between EastGroup Properties, L.P. and EastGroup Properties, Inc., as Borrower and PNC Bank, National Association, as Administrative Agent, Regions Bank and SunTrust Bank, as Co-Syndication Agents, and Wells Fargo Bank, National Association, as Documentation Agent, xxx the Lenders listed on the signature pages of the Agreement (all capitalized terms used herein and not otherwise defined shall have the meaning assigned to such term in the Agreement). The Loans are evidenced by the Notes and the other Credit Documents defined in the Agreement (collectively, the "Credit Documents"). The Borrower warrants and represents that all Loan Documents remain in full force and effect, and no Default or Event of Default has occurred. An updated Officer's Certificate dated as of the date hereof, is enclosed herewith. The undersigned agrees to execute whatever additional documents may be required in order to implement or to clarify the terms of this extension or to preserve and maintain the security granted in connection with the Loans. The Extension Fee shall be paid to the Agent in accordance with Section 2.6(c) of the Agreement. Date: ------------------------------ EXHIBIT E ATTEST/WITNESS: EASTGROUP PROPERTIES, L.P., a Delaware limited partnership By: EastGroup Properties General Partners, Inc., General Partner By: By: ------------------------- ------------------------------ Name: ------------------------- Title: ------------------------ By: By: ------------------------- ------------------------------ Name: ------------------------- Title: ------------------------ EASTGROUP PROPERTIES, INC., a Maryland corporation By: By: ------------------------ ------------------------------- Name: -------------------------- Title: ------------------------- By: By: ----------------------- ------------------------------- Name: -------------------------- Title: ------------------------- EXHIBIT E CONSENT OF GUARANTORS The undersigned Guarantors hereby acknowledge their continued liability pursuant to that certain Second Amended and Restated Guaranty dated as of January 4, 2008, and that such liability shall remain unaffected by the above extension of the maturity date of the Loan. EASTGROUP PROPERTIES HOLDINGS, INC. By: -------------------------------- Name: ------------------------------ Title: ----------------------------- By: -------------------------------- Name: ------------------------------ Title: ----------------------------- EASTGROUP PROPERTIES GENERAL PARTNERS, INC. By: -------------------------------- Name: ------------------------------ Title: ----------------------------- By: -------------------------------- Name: ------------------------------ Title: ----------------------------- EXHIBIT E SAMPLE 1-95 ASSOCIATES BY: EASTGROUP PROPERTIES GENERAL PARTNERS, INC., General Partner By: ----------------------------- Name: --------------------------- Title: -------------------------- By: ----------------------------- Name: --------------------------- Title: -------------------------- EASTGROUP TRS, INC. By: ------------------------------ Name: ---------------------------- Title: --------------------------- By: ------------------------------ Name: ---------------------------- Title: --------------------------- EXHIBIT E COMPETITIVE BID LOAN NOTE January 4, 2008 FOR VALUE RECEIVED, EASTGROUP PROPERTIES, L.P., a Delaware limited partnership and EASTGROUP PROPERTIES, INC., a Maryland corporation (herein collectively called "Maker"), jointly and severally promise to pay to the order of [_____________________], a [_____________] (___________, and any subsequent holder, being hereinafter called the "Payee"), at the offices of PNC Bank, National Association, a national banking association, as "Agent" under the Credit Agreement (as hereinafter defined), at One PNC Plaza, 249 Fifth Avenue, Mail Stop P1-POPP-19-2, Pittsburgh, PA 15222, or at such other place as the Pxxxx may herxxxxxx xxxxxxxxx xx xriting, in immediately available funds and in lawful money of the United States of America, the aggregate principal amount of all advances made by the Payee as Competitive Bid Loans, together with interest on the unpaid principal balance of this Competitive Bid Loan Note (the "Note") from time to time outstanding at the Stated Rate and interest on all past due amounts, both principal and accrued interest, at the Past Due Rate; provided, that for the full term of this Note the interest rate produced by the aggregate of all sums paid or agreed to be paid to the Payee for the use, forbearance or detention of the debt evidenced hereby (including, but not limited to, all interest on this Note at the Stated Rate) shall not exceed the Ceiling Rate.

Provisions Relating to Co‑Makers. Each Maker agrees that it shall never be entitled to be subrogated to any of the Payee's ’s rights against any Obligor or any other person or entity or any collateral or offset rights held by the Payee for payment of the indebtedness and obligations incurred under or pursuant to the Credit Documents (the "“Debt"”) until full payment of the Debt, complete performance of all of the obligations of the Obligors under the Credit Documents and final termination of the Payee's ’s obligations, if any, to make further advances under this Note or to provide any other financial accommodations to any Obligor. The value of the consideration received and to be received by each Maker is reasonably worth at least as much as the liability and obligation of each Maker incurred or arising under this Note and all other Credit Documents. Each Maker has determined that such liability and obligation may reasonably be expected to substantially benefit each Maker directly or indirectly. Each Maker has had full and complete access to the underlying papers relating to the Debt and all other papers executed by any Obligor or any other person or entity in connection with the Debt, has reviewed them and is fully aware of the meaning and effect of their contents. Each Maker is fully informed of all circumstances which bear upon the risks of executing this Note and which a diligent inquiry would reveal. Each Maker has adequate means to obtain from each other Maker on a continuing basis information concerning such other Maker's ’s financial condition, and is not depending on the Payee or Agent to provide such information, now or in the future. Each Maker agrees that neither Agent nor the Payee shall have any obligation to advise or notify any Maker or to provide any Maker with any data or information regarding any other Maker.

Provisions Relating to Co‑Makers. Each Maker agrees that it shall never be entitled to be subrogated to any of the Payee's rights against any Obligor or any other person or entity or any collateral or offset rights held by the Payee for payment of the indebtedness and obligations incurred under or pursuant to the Credit Documents (the "Debt") until full payment of the Debt, complete performance of all of the obligations of the Obligors under the Credit Documents and final termination of the Payee's obligations, if any, to make further advances under this Note or to provide any other financial accommodations to any Obligor. The value of the consideration received and to be received by each Maker is reasonably worth at least as much as the liability and obligation of each Maker incurred or arising under this Note and all other Credit Documents. Each Maker has determined that such liability and obligation may reasonably be expected to substantially benefit each Maker directly or indirectly. Each Maker has had full and complete access to the underlying papers relating to the Debt and all other papers executed by any Obligor or any other person or entity in connection with the Debt, has reviewed them and is fully aware of the meaning and effect of their contents. Each Maker is fully informed of all circumstances which bear upon the risks of executing this Note and which a diligent inquiry would reveal. Each Maker has adequate means to obtain from each other Maker on a continuing basis information concerning such other Maker's financial condition, and is not depending on the Payee or Agent to provide such information, now or in the future. Each Maker agrees that neither Agent nor the Payee shall have any obligation to advise or notify any Maker or to provide any Maker with any data or information regarding any other Maker. EXHIBIT F EASTGROUP PROPERTIES, L.P., a Delaware limited partnership By: EastGroup Properties General Partners, Inc., General Partner By: -------------------------------- Name: N. Keith McKey Title: Chief Finaxxxxx Xxxxxer By: -------------------------------- Name: Bruce Corkern Title: Controllxx EASTGROUP PROPERTIES, INC., a Maryland corporation By: ------------------------------------- Name: N. Keith McKey Title: Chief Financiax Xxxxxxx By: ------------------------------------- Name: Bruce Corkern Title: Controller EXHIBIT F Promissory Note (cont'd) SCHEDULE LOANS AND PAYMENTS OF PRINCIPAL Amount of Amount of Type of Principal Maturity Notation Date Loan Loan Repaid Date Made By EXHIBIT F FORM OF COMPETITIVE BID REQUEST TO: PNC BANK, NATIONAL ASSOCIATION Firstside Center, 500 First Avenue Pittsburgh, PA 15219 Attention: Gerri Pxxxxx Xxx: 000-000-0000 XX: Xxxxxxx for Competitive Xxx xxxxx Second Amexxxx xxx Xxstated Credit Agreement (as the same may be amended, modified, extended or restated from time to time, the "Credit Agreement") dated as of January 4, 2008 among EastGroup Properties, L.P., and EastGroup Properties, Inc., jointly and severally (collectively, the "Borrowers") the Agent and the Lenders as signatory to the Credit Agreement. DATE: ______________, 200____ 1. This Competitive Bid Request is made pursuant to the terms of the Credit Agreement. All capitalized terms used herein unless otherwise defined shall have the meanings set forth in the Credit Agreement. 2. The Borrower hereby requests quotes for a proposed Competitive Bid Loan, and in connection therewith sets forth below the terms of such proposed Competitive Bid Loan: (A) Date of requested Competitive Bid Loan __________________ (B) Amount of requested Competitive Bid Loan __________________ (C) Interest Period(s) and the last day thereof __________________ 3. On and as of the date of the requested Competitive Bid Loan, immediately after giving effect to the funding and the application thereof, (a) the sum of the aggregate principal amount of Loans outstanding plus LC Exposure outstanding will be $____________, which is less than or equal to the Total Commitment, (b) the aggregate amount of LC Exposure outstanding will be $__________, which is less than or equal to ten percent (10%) of the Total Commitment, and (c) the aggregate amount of Swing Line Loans outstanding will be $_______________, which is less than or equal to $25,000,000. 4. The representations and warranties made by the Obligors in any Credit Document are true and correct in all material respects at and as if made on such date except to the extent they expressly relate to an earlier date. EXHIBIT G 5. No Default or Event of Default exists or is continuing on the date hereof or will be caused by giving effect to this Competitive Bid Request. 6. The Operating Partnership's senior unsecured debt ratings are ____________________. By its execution below, the undersigned represents that the foregoing complies with Sections 2.10 and 3.1 of the Credit Agreement. EASTGROUP PROPERTIES, L.P., a Delaware limited partnership By: EastGroup Properties General Partners, Inc., General Partner By: --------------------------- Name: ------------------------- Title: ------------------------ By: --------------------------- Name: ------------------------- Title: ------------------------ EASTGROUP PROPERTIES, INC., a Maryland corporation By: -------------------------------- Name: ------------------------------ Title: ----------------------------- By: -------------------------------- Name: ------------------------------ Title: ----------------------------- EXHIBIT G FORM OF INVITATION FOR COMPETITIVE BID QUOTES From: PNC Agency Services Attn: Gerri Porter Fax: 412-762-8672 Phone: 000-000-0006 To: ----------------------------------------------- Attn: ----------------------------------------- Fax: ----------------------------------------------- Date: 00/00/00 Re: EASTGROUP PROPERTIES, L.P. and EASTGROUP PROPERTIES, INC. Second Amended and Restated Credit Agreement Dated January 4, 2008 ================================================================================ Bid Request Number Request Date 00/00/00 Base Rate Code (Margin) Amount Requested $ --------------------- Term 1: Start Date: 00/00/00 End Date: 00/00/00 Term 2: Start Date: 00/00/00 End Date: 00/00/00 Lender replies must be received not earlier than 9:00 a.m., Pittsburgh, Pennsylvania, time and not later than 9:30 a.m. Pittsburgh, Pennsylvania, time on 00/00/00. Agent reply must be received by 8:30 a.m., Pittsburgh, Pennsylvania, time on 00/00/00 Please call _____________________ at _____________________ if you have any questions. Best regards, EXHIBIT H FORM OF COMPETITIVE BID QUOTE To: PNC Bank, National Association Re: Competitive Quote to EastGroup Properties, L.P., and EastGroup Properties, Inc. (collectively, the "Borrower") In response to your invitation on behalf of the Borrower dated , 20__, we hereby make the following ------------------ Competitive Bid Quote on the following terms: 1. Quoting Lender: 2. Person to contact at Quoting Lender: 3. Date of Borrowing: * 4. We hereby offer to make Competitive Bid Loan(s) in the following principal amounts, for the following Interest Periods and at the following rates:

Provisions Relating to Co‑Makers. Each Maker agrees that it shall never be entitled to be subrogated to any of the Payee's rights against any Obligor or any other person or entity or any collateral or offset rights held by the Payee for payment of the indebtedness and obligations incurred under or pursuant to the Credit Documents (the "Debt") until full payment of the Debt, complete performance of all of the obligations of the Obligors under the Credit Documents and final termination of the Payee's obligations, if any, to make further advances under this Note or to provide any other financial accommodations to any Obligor. The value of the consideration received and to be received by each Maker is reasonably worth at least as much as the liability and obligation of each Maker incurred or arising under this Note and all other Credit Documents. Each Maker has determined that such liability and obligation may reasonably be expected to substantially benefit each Maker directly or indirectly. Each Maker has had full and complete access to the underlying papers relating to the Debt and all other papers executed by any Obligor or any other person or entity in connection with the Debt, has reviewed them and is fully aware of the meaning and effect of their contents. Each Maker is fully informed of all EXHIBIT C circumstances which bear upon the risks of executing this Note and which a diligent inquiry would reveal. Each Maker has adequate means to obtain from each other Maker on a continuing basis information concerning such other Maker's financial condition, and is not depending on the Payee or Agent to provide such information, now or in the future. Each Maker agrees that neither Agent nor the Payee shall have any obligation to advise or notify any Maker or to provide any Maker with any data or information regarding any other Maker. EXHIBIT C EASTGROUP PROPERTIES, L.P., a Delaware limited partnership By: EastGroup Properties General Partners, Inc., General Partner By: ------------------------------ Name: N. Keith McKey Title: Chief Finaxxxxx Xxxxxer By: ------------------------------ Name: Bruce Corkern Title: Controllxx EASTGROUP PROPERTIES, INC., a Maryland corporation By: ----------------------------------- Name: N. Keith McKey Title: Chief Financial Xxxxxxx By: ----------------------------------- Name: Bruce Corkern Title: Controller EXHIBIT C Promissory Note (cont'd) SCHEDULE LOANS AND PAYMENTS OF PRINCIPAL Amount of Amount of Type of Principal Maturity Notation Date Loan Loan Repaid Date Made By EXHIBIT C SWING LOAN NOTE $25,000,000 January 4, 2008 FOR VALUE RECEIVED EASTGROUP PROPERTIES, L.P., a Delaware limited partnership and EASTGROUP PROPERTIES, INC., a Maryland corporation (herein collectively called "Maker"), jointly and severally promise to pay to the order of PNC BANK, NATIONAL ASSOCIATION, a national banking association (PNC Bank, National Association, or other subsequent holder being, hereinafter called the "Payee"), at One PNC Plaza, 249 Fifth Avenue, Mail Stop P1-POPP-19-2, Pittsburgh, PA 15222, or at such other place as the Xxyee max xxxxxxxxx xxxxxxxxx in writing, in immediately available funds and in lawful money of the United States of America, the principal sum of Twenty-Five Million Dollars ($25,000,000) (or the unpaid balance of all principal advanced against this Swing Loan Note (the "Note"), if that amount is less), together with interest on the unpaid principal balance of this Note from time to time outstanding at the Stated Rate and interest on all past due amounts, both principal and accrued interest, at the Past Due Rate; provided, that for the full term of this Note the interest rate produced by the aggregate of all sums paid or agreed to be paid to the Payee for the use, forbearance or detention of the debt evidenced hereby (including, but not limited to, all interest on this Note at the Stated Rate) shall not exceed the Ceiling Rate.

Provisions Relating to Co‑Makers. Each Maker agrees that it shall never be entitled to be subrogated to any of the Payee's rights against any Obligor or any other person or entity or any collateral or offset rights held by the Payee for payment of the indebtedness and obligations incurred under or pursuant to the Credit Documents (the "Debt") until full payment of the Debt, complete performance of all of the obligations of the Obligors under the Credit Documents and final termination of the Payee's obligations, if any, to make further advances under this Note or to provide any other financial accommodations to any Obligor. The value of the consideration received and to be received by each Maker is reasonably worth at least as much as the liability and obligation of each Maker incurred or arising under this Note and all other Credit Documents. Each Maker has determined that such liability and obligation may reasonably be expected to substantially benefit each Maker directly or indirectly. Each Maker has had full and complete access to the underlying papers relating to the Debt and all other papers executed by any Obligor or any other person or entity in connection with the Debt, has reviewed them and is fully aware of the meaning and effect of their contents. Each Maker is fully informed of all circumstances which bear upon the risks of executing this Note and which a diligent inquiry would reveal. Each Maker has adequate means to obtain from each other Maker on a continuing basis information concerning such other Maker's financial condition, and is not depending on the Payee or Agent to provide such information, now or in the future. Each Maker agrees that neither Agent nor the Payee shall have any obligation to advise or notify any Maker or to provide any Maker with any data or information regarding any other Maker. EASTGROUP PROPERTIES, L.P., a Delaware limited partnership By: EastGroup Properties General Partners, Inc., General Partner By: --------------------------------------- Name: N. Xxxxx XxXxx Title: Chief Financial Officer By: --------------------------------------- Name: Xxxxx Xxxxxxx Title: Controller EASTGROUP PROPERTIES, INC., a Maryland corporation By: --------------------------------------- Name: N. Xxxxx XxXxx Title: Chief Financial Officer By: --------------------------------------- Name: Xxxxx Xxxxxxx Title: Controller Promissory Note (cont'd) SCHEDULE LOANS AND PAYMENTS OF PRINCIPAL Amount of Amount of Type of Principal Maturity Notation Date Loan Loan Repaid Date Made By SWING LOAN NOTE $25,000,000 December 6, 2004 FOR VALUE RECEIVED EASTGROUP PROPERTIES, L.P., a Delaware limited partnership and EASTGROUP PROPERTIES, INC., a Maryland corporation (herein collectively called "Maker"), jointly and severally promise to pay to the order of PNC BANK, NATIONAL ASSOCIATION, a national banking association, (PNC Bank, National Association, or other subsequent holder being, hereinafter called the "Payee"), at One PNC Plaza, 249 Fifth Avenue, Mail Stop P1-XXXX-19-2, Xxxxxxxxxx, XX 00000, or at such other place as the Payee may hereafter designate in writing, in immediately available funds and in lawful money of the United States of America, the principal sum of Twenty-Five Million Dollars ($25,000,000) (or the unpaid balance of all principal advanced against this Swing Loan Note (the "Note"), if that amount is less), together with interest on the unpaid principal balance of this Note from time to time outstanding at the Stated Rate and interest on all past due amounts, both principal and accrued interest, at the Past Due Rate; provided, that for the full term of this Note the interest rate produced by the aggregate of all sums paid or agreed to be paid to the Payee for the use, forbearance or detention of the debt evidenced hereby (including, but not limited to, all interest on this Note at the Stated Rate) shall not exceed the Ceiling Rate.

Provisions Relating to Co‑Makers. Each Maker agrees that it shall never be entitled to be subrogated to any of the Payee's rights against any Obligor or any other person or entity or any collateral or offset rights held by the Payee for payment of the indebtedness and obligations incurred under or pursuant to the Credit Documents (the "Debt") until full payment of the Debt, complete performance of all of the obligations of the Obligors under the Credit Documents and final termination of the Payee's obligations, if any, to make further advances under this Note or to provide any other financial accommodations to any Obligor. The value of the consideration received and to be received by each Maker is reasonably worth at least as much as the liability and obligation of each Maker incurred or arising under this Note and all other Credit Documents. Each Maker has determined that such liability and obligation may reasonably be expected to substantially benefit each Maker directly or indirectly. Each Maker has had full and complete access to the underlying papers relating to the Debt and all other papers executed by any Obligor or any other person or entity in connection with the Debt, has reviewed them and is fully aware of the meaning and effect of their contents. Each Maker is fully informed of all circumstances which bear upon the risks of executing this Note and which a diligent inquiry would reveal. Each Maker has adequate means to obtain from each other Maker on a continuing basis information concerning such other Maker's financial condition, and is not depending on the Payee or Agent to provide such information, now or in the future. Each Maker agrees that neither Agent nor the Payee shall have any obligation to advise or notify any Maker or to provide any Maker with any data or information regarding any other Maker. EASTGROUP PROPERTIES, L.P., a Delaware limited partnership By: EastGroup Properties General Partners, Inc., General Partner By: ---------------------------------- Name: N. Xxxxx XxXxx Title: Chief Financial Officer By: ---------------------------------- Name: Xxxxx Xxxxxxx Title: Controller EASTGROUP PROPERTIES, INC., a Maryland corporation By: ---------------------------------- Name: N. Xxxxx XxXxx Title: Chief Financial Officer By: ---------------------------------- Name: Xxxxx Xxxxxxx Title: Controller Swing Loan Note (cont'd) SCHEDULE LOANS AND PAYMENTS OF PRINCIPAL Amount of Amount of Type of Principal Maturity Notation Date Loan Loan Repaid Date Made By OPINION OF COUNSEL (For Borrower and Guarantors) 1. The Person (a) is duly organized, validly existing and in good standing under the laws of the state of Delaware; (b) has all requisite power and authority and all material governmental licenses, authorizations, permits and approvals to own its Property and to carry on its business as, and in the places where, such Property is owned or such business is now conducted, and (c) is duly qualified to do business and is in good standing in every jurisdiction in which such qualification is necessary or desirable. 2. The execution, delivery and performance of the Credit Agreement and the other Credit Documents (a) have all been duly authorized by all necessary action by the Person, (b) are within the power and authority of the Person; (c) will not contravene or violate any Legal Requirement or the Organizational Documents of the Person; (d) to the best of our knowledge, will not result in the breach of, or constitute a default under, any agreement, instrument, judgment, license, order or permit to which the Person is a party or by which the Person or any of its Property may be bound or affected, and (e) to the best of our knowledge, do not result in the creation of any Lien upon any Property of the Person except as expressly contemplated by the Credit Documents. 3. All authorizations, consents, approvals, licenses, permissions and registrations, if any, of or with any Governmental Authority, or to the best of our knowledge, any other Person, required in connection with the execution, delivery and performance of the Credit Agreement, the Note and the other Credit Documents have been obtained. 4. The Credit Documents are legal, valid and binding obligations of the Person enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium and other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles. 5. To the best of our knowledge and except as heretofore disclosed to the Agent, there is no litigation or administrative proceeding pending or threatened against, or any outstanding judgment, order decree or award affecting, the Person before or by any Governmental Authority or arbitral body which in the aggregate have, or if adversely determined could have, any material adverse effect on the condition, business or prospects, financial or otherwise, of the Person. 6. The Borrower is not an "investment company", or a copy "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended. REQUEST FOR EXTENSION To: PNC Bank, National Association Borrower: EastGroup Properties, L.P. One PNC Plaza and East Group Properties, Inc. 000 Xxxxx Xxxxxx Mail Stop P1-XXXX-19-2 Xxxxxxxxxx, XX 00000-0000 Loan No. --------------------------------- Attn: Xxxxx Xxxxxxxxx Phone: 000-000-0000 Fax: 000-000-0000 The undersigned hereby requests an extension of the maturity date of the above referenced loan ("Loan") to January 7, 2009, pursuant to the provisions in the First Amended and Restated Credit Agreement ("Agreement") dated as of December 6, 2004 between EastGroup Properties, L.P. and EastGroup Properties, Inc., as Borrower and PNC Bank, National Association, as Administrative Agent, Commerzbank Aktiengesellschaft, New York Branch, and SunTrust Bank, as Co-Syndication Agents, and AmSouth Bank and Xxxxx Fargo, National Association, as Co-Documentation Agent, and the Lenders listed on the signature pages of the Agreement (all capitalized terms used herein and not otherwise defined shall have the meaning assigned to such term in the Agreement). The Loans are evidenced by the Notes and the other Credit Documents defined in the Agreement (collectively, the "Credit Documents"). The Borrower warrants and represents that all Loan Documents remain in full force and effect, and no Default or Event of Default has occurred. An updated Officer's Certificate dated as of the date hereof, is enclosed herewith. The undersigned agrees to execute whatever additional documents may be required in order to implement or to clarify the terms of this extension or to preserve and maintain the security granted in connection with the Loans. The Extension Fee shall be paid to the Agent in accordance with Section 2.6(c) of the Agreement. Date: ------------------------------ EXHIBIT E Page 1 of 4 ATTEST/WITNESS: EASTGROUP PROPERTIES, L.P., a Delaware limited partnership By: EastGroup Properties General Partners, Inc., General Partner By: By: ------------------------- ------------------------- Name: ----------------------- Title: ---------------------- By: By: ------------------------- ------------------------- Name: ----------------------- Title: ---------------------- EASTGROUP PROPERTIES, INC., a Maryland corporation By: By: ------------------------- ------------------------- Name: ----------------------- Title: ---------------------- By: By: ------------------------- ------------------------- Name: ----------------------- Title: ---------------------- EXHIBIT E Page 2 of 4 CONSENT OF GUARANTORS The undersigned Guarantors hereby acknowledge their continued liability pursuant to that certain First Amended and Restated Guaranty dated as of December 6, 2004, and that such liability shall remain unaffected by the above extension of the maturity date of the Loan. EASTGROUP PROPERTIES HOLDINGS, INC. By: ------------------------- Name: ----------------------- Title: ---------------------- By: ------------------------- Name: ------------------------ Title: ----------------------- EASTGROUP PROPERTIES GENERAL PARTNERS, INC. By: -------------------------- Name: ------------------------ Title: ----------------------- By: -------------------------- Name: ------------------------ Title: ----------------------- XXXX IND CORPORATION By: -------------------------- Name: ------------------------ Title: ----------------------- By: -------------------------- Name: ------------------------ Title: ----------------------- SAMPLE 1- 95 ASSOCIATES BY: EASTGROUP PROPERTIES GENERAL PARTNERS, INC., General Partner By: --------------------------------- Name: ------------------------------- Title: ------------------------------ By: --------------------------------- Name: ------------------------------- Title: ------------------------------ EASTGROUP TRS, INC. By: --------------------------------------- Name: ------------------------------------- Title: ------------------------------------ By: --------------------------------------- Name: ------------------------------------- Title: ------------------------------------ EXHIBIT E Page 4 of 4 COMPETITIVE BID LOAN NOTE December 6, 2004 FOR VALUE RECEIVED, EASTGROUP PROPERTIES, L.P., a Delaware limited partnership and EASTGROUP PROPERTIES, INC., a Maryland corporation (herein collectively called "Maker"), jointly and severally promise to pay to the order of [_____________________], a [_____________] (___________, and any subsequent holder, being hereinafter called the "Payee"), at the offices of PNC Bank, National Association, a national banking association, as "Agent" under the Credit Agreement (as hereinafter defined), at One PNC Plaza, 249 Fifth Avenue, Mail Stop P1-XXXX-19-2, Xxxxxxxxxx, XX 00000, or at such other place as the Payee may hereafter designate in writing, in immediately available funds and in lawful money of the United States of America, the aggregate principal amount of all advances made by the Payee as Competitive Bid Loans, together with interest on the unpaid principal balance of this Competitive Bid Loan Note (the "Note") from time to time outstanding at the Stated Rate and interest on all past due amounts, both principal and accrued interest, at the Past Due Rate; provided, that for the full term of this Note the interest rate produced by the aggregate of all sums paid or agreed to be paid to the Payee for the use, forbearance or detention of the debt evidenced hereby (including, but not limited to, all interest on this Note at the Stated Rate) shall not exceed the Ceiling Rate.