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SECTION 1	PREMISES		1

1.1	Development		1

1.2	Demise		1

1.3	Parking Area		1

	1.3.1	Minimum Parking Ratio	1

	1.3.2	Location	2

	1.3.3	Priority Measures	2

	1.3.4	Safety and Convenience Measures	3

	1.3.5	Parking During Construction	4

	1.3.6	Emergency Power Facilities	4

SECTION 2	COMMENCEMENT: TERM		4

SECTION 3	RENT AND EXPENSES		4

3.1	Rent		5

3.2	Net Lease		5

3.3	Non-Duplicative Rights and Obligations		5

SECTION 4	RENT ESCALATION		6

SECTION 5	USE		6

5.1	Use		6

5.2	Compliance with Law		7

5.3	Environmental Requirements		7

5.4	Condition of Premises		7

5.5	Zoning Ordinance Representation		8

SECTION 6	MAINTENANCE, REPAIRS AND ALTERATIONS		9

6.1	Tenant�s Obligations		9

6.2	Surrender		9

6.3	Landlord�s Rights		10

6.4	Landlord�s Obligations; Tenant�s Rights		10

6.5	Alterations, Additions and Improvements		10


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	6.5.1	Building Improvements; Ancillary Facilities	11

	6.5.2	Premises	11

	6.5.3	Drawings	11

	6.5.4	Liens	11

	6.5.5	Ownership	11

	6.5.6	Compliance with Laws; Workmanship	12
SECTION 7	INSURANCE AND INDEMNITY		12

7.1	Insurance During Construction		12

	7.1.1	General Contractors	12

	7.1.2	Subcontractors	13

7.2	Insurance During Term		13

	7.2.1	Landlord�s Liability Insurance	13

	7.2.2	Landlord�s Property Insurance	13

	7.2.3	Insurance To Be Procured by Tenant	13

7.3	Insurance Policies		14

7.4	Insurance Requirements		15

7.5	Waiver of Claims and Subrogation		15

7.6	Indemnity		15

	7.6.1	Tenant�s Indemnity	15

	7.6.2	Landlord�s Indemnity	16

7.7	Exemption from Liability		17

SECTION 8	DAMAGE, DESTRUCTION; OBLIGATION TO REBUILD; RENT ABATEMENT		17

8.1	Determination to Rebuild		17

8.2	Rent Abatement; Rebuilding; Force Majeure		17

8.3	Liability		18

8.4	Vacation; Survival		18

SECTION 9	TAXES		18

9.1	Payment of Taxes		18

9.2	Definition		19

9.3	Joint Assessment		19

9.4	Personal Property Taxes		19

9.5	Right to Contest Assessment		20


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SECTION 10	UTILITIES	20

SECTION 11	ASSIGNMENT AND SUBLETTING	20

11.1	Consent	20

11.2	Tenant Affiliate	21

11.3	No Release of Tenant	21

SECTION 12	DEFAULTS AND REMEDIES	21
12.1	Tenant Defaults	21

12.2	Landlord�s Remedies	22

12.3	Landlord Defaults	23

12.4	Tenant�s Remedies	23

SECTION 13	CONDEMNATION	23

13.1	Termination: Rent Reduction	23

13.2	Parking	24

13.3	Ancillary Facilities	24

13.4	Apportionment of Award	24

13.5	Restoration	25

SECTION 14	ESTOPPEL STATEMENT	25

14.1	Contents	25

14.2	Failure To Execute	25

14.3	Financial Statements	26

SECTION 15	LANDLORD�S LIABILITY	26

SECTION 16	SEVERABILITY	26

SECTION 17	INTEREST	26

SECTION 18	INTEGRATION; DUAL TERMINATION	26

18.1	Integration	26

18.2	Dual Termination	27

SECTION 19	NOTICES	27

19.1	Formal Notices	27

19.2	Informal Notice	28

SECTION 20	WAIVERS	28

SECTION 21	HOLDING OVER	28

21.1	Month-to-Month Tenancy	28

21.2	One-Month Extension Right	29


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SECTION 22	CUMULATIVE REMEDIES	29

SECTION 23	BINDING EFFECT; CHOICE OF LAW	29

SECTION 24	SUBORDINATION	29

24.1	Subordination	29

24.2	Execution of Documents	29

SECTION 25	ATTORNEY�S FEES	30

SECTION 26	LANDLORD�S ACCESS	30

SECTION 27	SIGNS	30

SECTION 28	RECORDATION	30

SECTION 29	QUIET POSSESSION	31

SECTION 30	RULES AND REGULATIONS	31

SECTION 31	SECURITY MEASURES	31

SECTION 32	AUTHORITY	31

SECTION 33	BROKERS	31

SECTION 34	OPTIONS	31

34.1	Multiple	31

34.2	Default	32

34.3	Lease Extension	32

SECTION 35	CANCELLATION OPTIONS	32

35.1	Fifty Percent (50%) ^** Completion	32

35.2	Post-^** Completion	33

SECTION 36	NOTICE TO LENDER; CURE BY LENDER	33

SECTION 37	DISPUTE RESOLUTION	34

37.1	Resolution by Principals	34

37.2	Small Disputes Arbitrable	34

37.3	Conduct of Hearing	35

37.4	Remedy	35

37.5	Division of Costs	35

37.6	Major Monetary Disputes Arbitrable	35

37.7	Design and Construction to Continue While Controversy Pending	35

SECTION 38	WAIVER OF LANDLORD�S LIEN	35

SECTION 39	MISCELLANEOUS	36

39.1	No Construction Against Drafter	36

^**	Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.


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39.2 Captions, Headings and Sections			36

	I.A.1.	Building Site	38

	I.A.2.	Water and Sewer	39

	I.E.1.	Soil, Waste and Vent System	41

	I.E.2.	Storm Water System	41

	I.E.3.	Domestic Water System	41

	I.E.4.	Domestic Hot Water System	41

	IV.D.1.	Change Orders	47

	IV.D.2.	Unanticipated Field Conditions	48

SIGNATURES			37

ADDENDUM REGARDING ^** DEVELOPMENT


I.	^**			38

	I.A.	Building Site		38

		I.A.1.	Building Site	38

		I.A.2	Water and Sewer	39

	I.B.	Environment		39

	I.C.	Exterior Construction		40

	I.D.	Electrical		40

	I.E.	Plumbing		41

		I.E.1.	Soil, Waste and Vent System	41

		I.E.2.	Storm Water System	41

		I.E.3.	Domestic Water System	41

		I.E.4.	Domestic Hot Water System	41

	I.F.	Flooring		41

	I.G.	Wall Treatments		41

	I.H.	Doors		41

	I.I.	Toilet Rooms		41

	I.J.	Elevator		42

	I.K.	Stairs		42

	I.L.	Loading Dock, Including Door and Hydraulic Lift		42

	I.M.	Exclusions		42

	I.N.	Accommodation for Building Improvements		42

	I.O.	Additional Structural Criteria		42

II.	Other Items			44

	II.A.	Ancillary Facilities		44

	II.B.	External Equipment		44

	II.C.	Landscaping		44

III.	Schedule, Termination and Compensation			44

	III.A.	Schedule		44

	III.B.	Site Plan Approvals		45

	III.C.	Consequences of Missing Benchmark Dates		45

	III.D.	Tenant Delay; Landlord Delay; Force Majeure		45

^**	Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.



	III.E.	Schedule Revisions		46

IV.	Coordination			46

	IV.A.	Simultaneous Construction		46

	IV.B.	Cooperation; Sharing of Information		47

	IV.C.	Tenant Review		47

	IV.D.	Change Orders and Unanticipated Field Conditions		47

		IV.D.1.	Change Orders	47

		IV.D.2.	Unanticipated Field Conditions	48

	IV.E.	Rules and Regulations		49

	IV.F.	Inspection During Construction		49

	IV.G.	Unexpected Expenses		49

	IV.H.	Completion of ^**		50

	IV.I.	Landlord Responsibilities After Close-In of the ^**		50

	IV.J.	Payment for ^** Upgrades		51

V.	Building Improvements			51

VI.	Environmental Certification			51

VII.	Miscellaneous			52

	VII.A.	Unforeseen Issues		52

	VII.B.	Time of Essence		52

	VII.C.	No Assignment		52

	VII.D.	Conflict with Drawings		52

SIGNATURES				53

^**	Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.

EXHIBITS


EXHIBIT A	SITE PARCEL DESCRIPTION	54

EXHIBIT B	N/A - NO EXHIBIT B

EXHIBIT C	RULES AND REGULATIONS	56

EXHIBIT D	MEASUREMENT OF SQUARE FOOTAGE	57

EXHIBIT E	SCHEDULE TO BE ATTACHED	58

EXHIBIT F	DEFINITION OF �CLOSE-IN OF THE ^**�	59

EXHIBIT G	DEFINITION OF �SUBSTANTIAL COMPLETION�	60

EXHIBIT H	PARCEL DESCRIPTIONS - ^**	62

^**	Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.

DATA CENTER LEASE

THIS DATA CENTER LEASE (�Lease�) is made and entered into this 18^th day of April, 1991, by and between ^**, A VIRGINIA LIMITED PARTNERSHIP (�Landlord�) and VISA U.S.A. INC., a Delaware corporation (�Tenant�).

SECTION 1 PREMISES

1.1 Development. Landlord shall, at Landlord�s expense, construct the ^** (as defined in the Addendum Regarding ^** Development appended to this Lease (the �Addendum�)); and Tenant shall, at Tenant�s expense, construct the Building Improvements (as defined in the Addendum), to construct together a building containing approximately 65,360 square feet of gross floor area, with related parking facilities to be constructed at Landlord�s expense and certain Ancillary Facilities (as defined in the Addendum) to be constructed at Tenant�s expense. The ^** and Building Improvements are collectively referred to herein as the �Building.� The Building shall be constructed on the parcel that is legally described in Exhibit A attached hereto (the �Site�).

1.2 Demise. Landlord hereby demises and leases to Tenant, and Tenant hereby leases and rents from Landlord, (i) the Site; (ii) the ^**; (iii) in common with Landlord and others, the right to utilize all easements and rights-of-way across any land, highway, street, road or avenue open or proposed in, on, across, abutting or adjoining and benefitting the Site, for the purpose of ingress or egress; and (iv) in common with Landlord and others, the right to utilize the Parking Area (as defined in Section 1.3), all of which taken together shall constitute the �Premises.�

1.3 Parking Area. The area which at any particular time during the effective period of this Lease is then being provided as parking for the Building is herein called the �Parking Area�. Landlord and Tenant are contemporaneously herewith entering into a Lease for office and computer facility space in the building to which the Building is to be annexed, called the �^**�, and that lease is hereinafter called the �^** Lease�. The parking area provided to Tenant pursuant to the ^** Lease shall be called the �^** Parking Area�. Tenant currently leases space in the ^** from Landlord pursuant to a lease entered into February 15, 1977, and subsequent amendments thereto, called the �^** Lease�. Under the ^** Lease, Tenant is provided at least 4 parking spaces per 1,000 rentable square feet located adjacent to the ^**. Tenant agrees that commencing with the commencement of construction of the Building, the ratio of parking spaces in the Parking Area and the ^** Parking Area to rentable floor area in the Building and the ^** may be reduced by Landlord, subject to the following conditions:

1.3.1 Minimum Parking Ratio. At no time during which this Lease is in force (including any renewal periods) shall Landlord provide to Tenant less than 2.6 parking spaces per 1,000 square feet of rentable space in the Building. At no time during which both this Lease

^**	Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.

- 1 -

and the ^** Lease are in force shall Landlord provide to Tenant less than 2.6 spaces per each 1,000 rentable square feet demised to Tenant under both this Lease and the ^** Lease. At the commencement of both said Leases, Landlord and Tenant agree that such minimum number of spaces for the combined leases shall be 275 spaces. In addition to such spaces allocated hereunder to Tenant, Landlord shall reserve the minimum number of spaces for handicap parking required by law adjacent to the handicap access ramp to the **, plus six spaces reserved for visitors of all tenants of the ^**, located adjacent to the front entrance of the ^**.

1.3.2 Location. Landlord has represented that such minimum number of spaces cannot be provided entirely adjacent to the Building and/or the ^**. Landlord shall always provide to tenants of the Building and the ^** the maximum number of spaces adjacent to the Building (i.e., on the ^** Parcel) as can reasonably be built as surface parking on that site (except during construction of the Building as set forth below). Additionally, Landlord shall develop, solely at Landlord�s expense, the maximum number of spaces for surface parking reasonably possible taking into account engineering requirements, on the parcel immediately across ^**, known as the ^** Parcel (�^** Parking Area�). This parking area shall be included in the Parking Area and the ^** Parking Area until such time, if ever, as Landlord constructs a parking structure on the ^** parcel and provides parking spaces to Tenant therein in accordance with Section 1.3.3 below. Further, Landlord shall use its best efforts to obtain immediately the agreement of the tenants of the office building located on the ^** Parcel to permit Tenant�s employees and invitees to park in the parking area presently serving that building, provided that Tenant and Landlord agree that such tenant�s employees and invitees may park in the ^** Parking Area and Tenant agrees to accept such parking areas on the ^** parcel in lieu of the ^** Parking area. Upon the expiration or termination of such ^** tenant�s lease, including any renewal options exercised by such tenant, Landlord shall provide to Tenant access to the ^** parking area in accordance with this Section 1.3. If and when Landlord constructs the parking structure on the ^** parcel, Landlord may relocate Tenant�s parking spaces from the ^** and/or ^** parcels to such structure, such allocation to be in accordance with this Section 1.3. If parking is provided in such structured parking facility to any party or parties other than tenants of the building to be built on the ^** parcel, then Tenant, at its option, may have its parking spaces reallocated from the ^** and/or ^** parcels to such structured parking facility and Tenant agrees to accept such parking areas in lieu of parking areas on the ^** and/or ^** parcels, provided that Tenant is always provided the minimum parking ratio as stated above in Section 1.3.1. The ^**, ^**, ^** and ^** Parcels are defined as shown on Exhibit H.

1.3.3 Priority Measures. If Tenant shall reasonably determine, at any time during which this Lease or the ^** Lease is in force, that Tenant�s employees and invitees cannot find sufficient parking spaces within the Parking Area or the ^** Parking Area with reasonable convenience, whether because occupancy of the surrounding buildings has increased substantially or because third parties have encroached upon the Parking Area and ^** Parking Area or for other reasons, then upon Tenant�s request, Landlord shall reserve 162 spaces on the

^**	Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.

^** Parcel and 113 spaces on the ^** Parcel (or ^** Parcel) for Tenant�s exclusive use. Such spaces on both parcels shall be those most immediately adjacent to the Building and the ^** without, however, displacing the spaces reserved for handicapped and visitor parking. The balance, if any, of the Parking Area or ^** Parking Area shall be provided to Tenant, in common with other tenants of Landlord, on the ^** and ^** parcels. If Landlord shall not have obtained for Tenant parking spaces on the ^** Parcel, then the spaces to be reserved for Tenant thereon shall be reserved for Tenant on the ^** Parcel, provided that such reservation of spaces on the ^** Parcel shall not relieve Landlord of its duty to use its best efforts to obtain such spaces for Tenant on the ^** Parcel.