Intercreditor Agreement

Intercreditor Agreement

dated as of March 10, 2008

between

Bank of America, N.A.,

in its capacity as the Company Facility Agent

and

KeyBank National Association ,

in its capacity as GAC Facility Agent

Intercreditor Agreement

     This Intercreditor Agreement dated as of March 10, 2008 (this “ Agreement ” ), is entered into between Bank of America, N.A., in its capacity as the Company Facility Agent (as defined below) and KeyBank National Association, in its capacity as GAC Facility Agent (as defined below).

Recitals

     A. Cogdell Spencer LP, a Maryland limited partnership (the “ Company ”), the lenders from time to time party thereto (the “ Company Facility Lenders ”), and Bank of America, N.A., as Administrative Agent (in such capacity, the “ Company Facility Agent ”), have entered into that certain Credit Agreement dated as of the date hereof (as amended, restated, supplemented, modified, replaced or refinanced from time to time, the “ Company Credit Agreement ”) providing for a revolving credit facility.

     B. Goldenboy Acquisition Corp., a Wisconsin corporation (“ GAC ”), the lenders from time to time party thereto (the “ GAC Lenders ”), and KeyBank National Association, as Agent (in such capacity, the “ GAC Facility Agent ”), entered into that certain Senior Secured Term Loan Agreement dated as of the date hereof (as amended, restated, supplemented, modified, replaced or refinanced from time to time, the “ GAC Term Loan Agreement ”) providing for a $100,000,000 term loan facility.

     C. Pursuant to (i) the Facility Guaranty (as defined in the Company Credit Agreement) Cogdell Spencer Inc. (“ CSI ”), CS Business Trust I and CS Business Trust II (together with CSI, collectively, the “ Parent Companies ”), have agreed to guaranty the Company Facility Obligations (as defined in Section 1.1 below) (the obligations under the Facility Guaranty to the extent applicable to the Parent Guarantors are herein referred to, collectively, as the “ Company Facility Parent Guaranties ”); (ii) the Company Credit Agreement, the Company has agreed to cause certain current and future subsidiaries of CSI (the “ Company Facility Subsidiary Guarantors ”) to agree to guaranty the Company Facility Obligations pursuant to the Facility Guaranty (the obligations under the Facility Guaranty to the extent applicable to the Subsidiary Guarantors are herein referred to, collectively, as the “ Company Facility Subsidiary Guaranty ”); (iii) the Guaranty (as defined in the GAC Term Loan Agreement), the Parent Companies and the Company have agreed to guaranty the GAC Facility Obligations (as defined in Section 1.1 below) (the obligations under the Guaranty to the extent applicable to the Parent Guarantors and the Company are herein referred to, collectively, as the “ GAC Facility Parent Guaranty ”), (iv) the GAC Term Loan Credit Agreement, GAC has agreed to cause certain current and future Subsidiaries of GAC (the “ GAC Facility Subsidiary Guarantors ”) to agree to guaranty the GAC Facility Obligations pursuant to the Guaranty (the obligations under the Guaranty to the extent applicable to the GAC Subsidiary Guarantors are herein referred to, collectively, as the “ GAC Facility Subsidiary Guaranty ”).

     D. The Company Facility Obligations, and the obligations of the Company Facility Subsidiary Guarantors under the Company Facility Subsidiary Guaranty will be secured on a first priority basis by liens on certain real property of some or all of the Company Facility Subsidiary Guarantors (the “ Company Facility Collateral ”) pursuant to the terms of the Company Facility Collateral Documents (as defined in Section 1.1 below).

     E. The obligations of GAC under the GAC Term Loan Agreement and any Hedge Obligations (as defined in the GAC Term Loan Agreement) with the GAC Lenders (or any of their affiliates), and the obligations of the GAC Facility Subsidiary Guarantors under the GAC Facility Subsidiary Guaranty will be secured on a first priority basis by liens on certain assets of GAC and the GAC Facility Subsidiary Guarantors (the “ GAC Facility Collateral ”) pursuant to the terms of the GAC Facility Collateral Documents.

     F. The Company Facility Agent and the GAC Facility Agent are entering into this Agreement in order to define their relative rights and obligations as common creditors of the Company and the Parent Guarantors.

      I n consideration of the premises and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:

Article 1. Definitions.

      Section 1.1. Definitions . The following terms shall have the meanings assigned to them in the Recitals hereof, in this Section 1.1 or in the provisions of this Agreement referred to below:

     “ Bankruptcy Proceeding ” means, with respect to any Person, a general assignment of such Person for the benefit of its creditors, or the institution by or against such Person of any proceeding seeking relief as debtor, or seeking to adjudicate such Person as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment or composition of such Person or its debts, under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for such Person or for any substantial part of its property.

     “ Code ” means the Uniform Commercial Code as the same may from time to time be in effect in the State of New York.

     “ Collateral ” means the Company Facility Collateral and the GAC Facility Collateral, collectively.

     “ Collateral Documents ” means the Company Facility Collateral Documents and the GAC Facility Collateral Documents, collectively.

     “ Company ” is defined in the Recitals.

     “ Company Credit Agreement ” is defined in the Recitals.

     “ Company Facility Agent ” is defined in the Recitals.

     “ Company Facility Collateral ” is defined in the Recitals.

     “ Company Facility Collateral Documents ” means the Security Instruments (as defined in the Company Credit Agreement).

     “ Company Facility Creditors ” means the Company Facility Agent, the Company Facility Lenders, any other Secured Parties (as defined in the Company Credit Agreement), collectively.

     “ Company Facility Documents ” means the Loan Documents (as defined in the Company Credit Agreement).

     “ Company Facility Lenders ” is defined in the Recitals.

      “ Company Facility Obligations ” means the Obligations (as defined in the Company Credit Agreement).

     “ Company Facility Parent Guaranties ” is defined in the Recitals.

     “ Company Facility Subsidiary Guarantors ” is defined in the Recitals.

     “ Company Facility Subsidiary Guaranty ” is defined in the Recitals.

     “ Credit Parties ” means the Parent Companies and their respective Subsidiaries, collectively.

      “ Creditors ” means, the Company Facility Creditors and the GAC Facility Creditors, collectively.

     “ CSI ” is defined in the Recitals.

     “ Enforcement Action ” means (a) the exercise of any rights or remedies against any Collateral, including, without limitation, any right to take possession or control of any Collateral under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement, any right of set-off or recoupment and any enforcement, collection, execution, levy or foreclosure action or proceeding taken against the Collateral, in each case whether or not any Bankruptcy Proceeding has been commenced by or against any Credit Party, and (b) any relief from the automatic stay or any other stay in any Bankruptcy Proceeding in order to pursue any exercise of rights or remedies described in clause (a) of this definition.

     “ Event of Default ” means an “Event of Default” under the Company Credit Agreement, the GAC Term Loan Agreement or both.

      “ Excess Payment ” means, as to any Creditor with respect to any Shared Recovery, an amount equal to the amount of such Shared Recovery received by such Creditor less the Pro Rata Share of such Shared Recovery to which such Creditor is then entitled after giving effect to the terms hereof.

     “ Facility Documents ” means the Company Facility Documents or GAC Facility Documents, as the context may require.

     “ GAC ” is defined in the Recitals.

     “ GAC Facility Agent ” is defined in the Recitals.

     “ GAC Facility Collateral ” is defined in the Recitals.

     “ GAC Facility Collateral Documents ” means the Security Documents (as defined in the GAC Term Loan Agreement).

     “ GAC Facility Creditors ” means the GAC Facility Agent, the GAC Lenders and any of the GAC Lenders or their affiliates that are holders of Hedge Obligations (as defined in the GAC Term Loan Agreement).

     “ GAC Facility Documents ” means the Loan Documents (as defined in the GAC Term Loan Agreement).

     “ GAC Facility Obligations ” means the Obligations and Hedge Obligations (each, as defined in the GAC Term Loan Agreement).

     “ GAC Facility Parent Guaranty ” is defined in the Recitals.

     “ GAC Facility Subsidiary Guarantors ” is defined in the Recitals.

     “ GAC Facility Subsidiary Guaranty ” is defined in the Recitals.

     “ GAC Lenders ” is defined in the Recitals.

     “ GAC Term Loan Agreement ” is defined in the Recitals.

     “ Lien ” means any lien (including, without limitation judgment liens and liens arising by operation of law), mortgage, pledge, assignment, security interest, charge or encumbrance of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease in the nature thereof) and any option, call, trust, UCC financing statement or other preferential arrangement having the practical effect of any of the foregoing.

     “ Parent Companies ” is defined in the Recitals.

     “ Parent Guaranties ” means the Company Facility Parent Guaranties and the GAC Facility Parent Guaranty, collectively.

      “ Person ” means an individual, partnership, limited liability company, corporation, trust or unincorporated organization, and a government or agency or political subdivision thereof.

     “ Pro Rata Share ” means, with respect to each Creditor as of the date of any Shared Recovery, an amount equal to the product of (a) the amount of all Shared Recoveries made to all Creditors on such date less all reasonable costs incurred by such Creditors in connection with the collection of such Shared Recoveries multiplied by (b) a fraction, the numerator of which is the aggregate amount of the Subject Obligations owing to such Creditor, and the denominator of which is the aggregate amount of all outstanding Subject Obligations (without giving effect to the application of any Shared Recoveries to be made on such date).

     “ Proceeds ” has the meaning assigned to it under the Code and, in any event, includes, but is not limited to (a) any and all proceeds of any collection, sale or other disposition of the Collateral, and (b) any and all amounts from time to time paid or payable under or in connection with any of the Collateral.

      “ Receiving Creditor ” is defined in Section 2.1.

      “ Shared Recovery ” is defined in Section 2.1.

      “ Subject Obligations ” means all Company Facility Obligations and GAC Facility Obligations, collectively.

     “ Subsidiary ” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly or indirectly, through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of CSI.

     “ Subsidiary Guarantors ” means the Company Facility Subsidiary Guarantors and the GAC Facility Subsidiary Guarantors, collectively.

     “ Subsidiary Guaranties ” means the Company Facility Subsidiary Guaranty and the GAC Facility Subsidiary Guaranty, collectively.

     “ Trigger Event ” means (i) the commencement of a Bankruptcy Proceeding with respect to any Credit Party that constitutes an Event of Default, and (ii) the acceleration of any Subject Obligations.

      Section 1.2. Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise:

     (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented, modified, renewed or extended;

     (b) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns;

     (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof;

     (d) all references herein to Sections shall be construed to refer to Sections of this Agreement; and

     (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

ARTICLE 2. Sharing of Certain Recoveries.

      Section 2.1. Sharing of Certain Recoveries . The Company Facility Agent, for itself and the Company Facility Creditors, and the GAC Facility Agent, for itself and the GAC Facility Creditors, each hereby agrees that any payments or other recoveries (including payments and recoveries made through setoff of deposit balances or otherwise) from th