SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K/A

Amendment No. 2

þ Annual report pursuant to the Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2003

Or

o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from                     to                    

Commission file number: 1-07533

FEDERAL REALTY INVESTMENT TRUST

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:    None

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    þ Yes    o No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.        o

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).    þ Yes    o No

The aggregate market value of the Registrant’s common shares held by non-affiliates of the Registrant, based upon the closing sales price of the Registrant’s common shares on June 30, 2003 was $1.569 billion.

The number of Registrant’s common shares outstanding on March 9, 2004 was 49,221,894.

 

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s Proxy Statement to be filed with the Securities and Exchange Commission for its 2004 annual meeting of shareholders to be held in May 2004 are incorporated by reference into Part III hereof.

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         THIS CREDIT AGREEMENT (this "AGREEMENT") dated as of October 8, 2003,
by and among Federal Realty Investment Trust, a real estate investment trust
formed under the laws of the State of Maryland (the "BORROWER"), each of the
financial institutions initially a signatory hereto together with their
assignees pursuant to Section 12.5.(d), Wachovia Bank, National Association, as
Agent, WACHOVIA CAPITAL MARKETS, LLC, as Sole Lead Arranger and Book Manager
(the "ARRANGER"), Commerzbank AG, New York Branch, as Syndication Agent (the
"SYNDICATION AGENT"), and each of Wells Fargo Bank, National Association, Bank
One, N.A. and SunTrust Bank, as Co-Documentation Agent (collectively, the
"CO-DOCUMENTATION AGENTS").

         WHEREAS, the Agent and the Lenders desire to make available to the
Borrower credit facilities in the initial aggregate amount of $550,000,000 which
will include: (1) a revolving credit facility in the initial amount of
$300,000,000, which will include a $40,000,000 letter of credit subfacility and
a $3,000,000 swingline subfacility, (2) a term loan facility in the amount of
$100,000,000 having a three year maturity, and (3) a term loan facility in the
amount of $150,000,000 having a five year maturity, all on the terms and
conditions contained herein.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, the parties
hereto agree as follows:

                             ARTICLE I. DEFINITIONS

SECTION 1.1. DEFINITIONS.

         In addition to terms defined elsewhere herein, the following terms
shall have the following meanings for the purposes of this Agreement:

         "ABSOLUTE RATE" has the meaning given that term in Section
2.3.(c)(ii)(C).

         "ABSOLUTE RATE AUCTION" means a solicitation of Bid Rate Quotes setting
forth Absolute Rates pursuant to Section 2.3.

         "ABSOLUTE RATE LOAN" means a Bid Rate Loan, the interest rate on which
is determined on the basis of an Absolute Rate pursuant to an Absolute Rate
Auction.

         "ACCESSION AGREEMENT" means an Accession Agreement substantially in the
form of Annex I to the Guaranty.

         "ADDITIONAL COSTS" has the meaning given that term in Section 4.1.

         "ADJUSTED EBITDA" means, for any given period, (a) the EBITDA of the
Borrower and its Subsidiaries determined on a consolidated basis for such
period, minus (b) Capital Reserves.

         "ADJUSTED EURODOLLAR RATE" means, with respect to each Interest Period
for any LIBOR Loan, the rate obtained by dividing (a) LIBOR for such Interest
Period by (b) a percentage equal to 1 minus the stated maximum rate (stated as a
decimal) of all reserves, if any, required to be

                                      1



maintained with respect to Eurocurrency funding (currently as referred to
"Eurocurrency liabilities") as specified in Regulation D of the Board of
Governors of the Federal Reserve System (or against any other category of
liabilities which includes deposits by reference to which the interest rate on
LIBOR Loans is determined or any applicable category of extensions of credit or
other assets which includes loans by an office of any Lender outside of the
United States of America to residents of the United States of America). Any
change in such maximum rate shall result in a change in the Adjusted Eurodollar
Rate on the date on which such change in such maximum rate becomes effective.

         "ADJUSTED TOTAL ASSET VALUE" means Total Asset Value determined
exclusive of assets that are owned by (a) Excluded Subsidiaries, (b)
Unconsolidated Affiliates and (c) the Specified Non-Wholly Owned Subsidiaries.

         "AFFILIATE" means any Person (other than the Agent or any Lender): (a)
directly or indirectly controlling, controlled by, or under common control with,
the Borrower; (b) directly or indirectly owning or holding 10.0% or more (or
15.0% or more in the case of Morgan Stanley and its affiliates) of any Equity
Interest in the Borrower; or (c) 10.0% or more (or 15.0% or more in the case of
Morgan Stanley and its affiliates) of whose voting stock or other Equity
Interest is directly or indirectly owned or held by the Borrower. For purposes
of this definition, "control" (including with correlative meanings, the terms
"controlling," "controlled by" and "under common control with") means the
possession directly or indirectly of the power to direct or cause the direction
of the management and policies of a Person, whether through the ownership of
voting securities or by contract or otherwise. The Affiliates of a Person shall
include any officer or director of such Person. In no event shall the Agent or
any Lender be deemed to be an Affiliate of the Borrower.

         "AGENT" means Wachovia Bank, National Association, as contractual
representative for the Lenders under the terms of this Agreement, and any of its
successors.

         "AGGREGATE EXPOSURE" means, with respect to any Lender at any time, an
amount equal to the sum of (a) the principal amount of the aggregate outstanding
Term Loans and Bid Rate Loans of such Lender plus (b) the amount of such
Lender's Revolving Commitment then in effect or, if at the time of determination
the Revolving Commitments have terminated or been reduced to zero, the principal
amount of the aggregate outstanding Revolving Loans and Letter of Credit
Liabilities of such Lender.

         "AGGREGATE EXPOSURE PERCENTAGE" means, with respect to any Lender at
any time, the ratio (expressed as a percentage) of such Lender's Aggregate
Exposure at such time to the sum of the Aggregate Exposures of all Lenders at
such time.

         "AGREEMENT DATE" means the date as of which this Agreement is dated.

         "APPLICABLE LAW" means all applicable provisions of constitutions,
statutes, rules, regulations and orders of all governmental bodies and all
orders and decrees of all courts, tribunals and arbitrators.

                                      2



         "APPLICABLE MARGIN" means the percentage per annum determined, at any
time, based on the range into which the Borrower's Credit Rating then falls, in
accordance with the levels in the table set forth below (each a "LEVEL"). Any
change in the Borrower's Credit Rating which would cause it to move to a
different Level in such table shall effect a change in the Applicable Margin on
the Business Day on which such change occurs. During any period that the
Borrower has received Credit Ratings that are not equivalent, the Applicable
Margin shall be determined by the higher of such two Credit Ratings. During any
period for which the Borrower has received a Credit Rating from only one Rating
Agency, then the Applicable Margin shall be determined based on such Credit
Rating. During any period for which the Borrower has not received a Credit
Rating from either Rating Agency, then the Applicable Margin shall be determined
based on Level 5. As of the Agreement Date, the Applicable Margin is determined
based on Level 3.



          BORROWER'S CREDIT RATING    APPLICABLE MARGIN FOR LIBOR     APPLICABLE MARGIN FOR BASE
LEVEL          (S&P/MOODY'S)                     LOANS                        RATE LOANS
- -----     ------------------------    ---------------------------     --------------------------
                                      REVOLVING       TERM LOANS      REVOLVING       TERM LOANS
                                        LOANS                           LOANS
                                      ---------       -----------     ---------       ----------
                                                                       
  1       A-/A3                         0.60%            0.80%           0.0%             0.0%

  2       BBB+/Baa1                     0.65%            0.85%           0.0%             0.0%

  3       BBB/Baa2                      0.75%            0.95%           0.0%             0.0%

  4       BBB-/Baa3                     0.90%            1.15%           0.0%             0.0%

  5       <  BBB-/Baa3                  1.25%            1.55%          0.25%            0.25%


         "ARRANGER" means Wachovia Capital Markets, LLC, together with its
successors and permitted assigns.

         "ASSIGNEE" has the meaning given that term in Section 12.5.(d).

         "ASSIGNMENT AND ACCEPTANCE AGREEMENT" means an Assignment and
Acceptance Agreement among a Lender, an Assignee and the Agent, substantially in
the form of Exhibit A.

         "BASE RATE" means the per annum rate of interest equal to the greater
of (a) the Prime Rate or (b) the Federal Funds Rate plus one-half of one percent
(0.5%). Any change in the Base Rate resulting from a change in the Prime Rate or
the Federal Funds Rate shall become effective as of 12:01 a.m. on the Business
Day on which each such change occurs. The Base Rate is a reference rate used by
the Lender acting as the Agent in determining interest rates on certain loans
and is not intended to be the lowest rate of interest charged by the Lender
acting as the Agent or any other Lender on any extension of credit to any
debtor.

         "BASE RATE LOAN" means a Loan bearing interest at a rate based on the
Base Rate.

         "BENEFIT ARRANGEMENT" means at any time an employee benefit plan within
the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan
and which is maintained or otherwise contributed to by any member of the ERISA
Group.

         "BID RATE BORROWING" has the meaning given that term in Section
2.3.(b).

                                      3



         "BID RATE LOAN" means a loan made by a Lender under Section 2.3.

         "BID RATE NOTE" has the meaning given that term in Section 2.12.(d).

         "BID RATE QUOTE" means an offer in accordance with Section 2.3.(c) by a
Lender to make a Bid Rate Loan with one single specified interest rate.

         "BID RATE QUOTE REQUEST" has the meaning given that term in Section
2.3.(b).

         "BORROWER" has the meaning set forth in the introductory paragraph
hereof and shall include the Borrower's successors and permitted assigns.

         "BUSINESS DAY" means (a) any day other than a Saturday, Sunday or other
day on which banks in Charlotte, North Carolina are authorized or required to
close and (b) with reference to a LIBOR Loan, any such day that is also a day on
which dealings in Dollar deposits are carried out in the London interbank
market.

         "CAPITAL RESERVES" means, for any period and with respect to any: (a)
portion of a Property developed with improvements utilized for the retail sale
of goods or services, office space or other use (other than residential
apartments), an amount equal to (i) $0.15 per square foot times (ii) a fraction,
the numerator of which is the number of days in such period and the denominator
of which is 365; provided, however, no capital reserves shall be required with
respect to any portion of any such Property which is leased under a ground lease
to a third party that owns the improvements on such portion of such Property; or
(b) Multifamily Property, an amount equal to (i) $200 per apartment unit in such
Multifamily Property times (ii) a fraction, the numerator of which is the number
of days in such period and the denominator of which is 365. If the term Capital
Reserves is used without reference to any specific Property, then the amount
shall be determined on an aggregate basis with respect to all Retail Properties
and Multifamily Properties of the Borrower and its Subsidiaries and a
proportionate share of all Retail and Multifamily Properties of all
Unconsolidated Affiliates.

         "CAPITALIZATION RATE" means 8.75%.

         "CAPITALIZED LEASE OBLIGATION" means an obligation under a lease that
is required to be capitalized for financial reporting purposes in accordance
with GAAP. The amount of a Capitalized Lease Obligation is the capitalized
amount of such obligation as would be required to be reflected on the balance
sheet prepared in accordance with GAAP of the applicable Person as of the
applicable date.

         "CASH EQUIVALENTS" means: (a) securities issued, guaranteed or insured
by the United States of America or any of its agencies with maturities of not
more than one year from the date acquired; (b) certificates of deposit with
maturities of not more than one year from the date acquired issued by a United
States federal or state chartered commercial bank of recognized standing, or a
commercial bank organized under the laws of any other country which is a member
of the Organization for Economic Cooperation and Development, or a political
subdivision of any such country, acting through a branch or agency, which bank
has capital and

                                      4



unimpaired surplus in excess of $500,000,000 and which bank or its holding
company has a short-term commercial paper rating of at least A-2 or the
equivalent by S&P or at least P-2 or the equivalent by Moody's; (c) reverse
repurchase agreements with terms of not more than seven days from the date
acquired, for securities of the type described in clause (a) above and entered
into only with commercial banks having the qualifications described in clause
(b) above; (d) commercial paper issued by any Person incorporated under the laws
of the United States of America or any State thereof and rated at least A-2 or
the equivalent thereof by S&P or at least P-2 or the equivalent thereof by
Moody's, in each case with maturities of not more than one year from the date
acquired; and (e) investments in money market funds registered under the
Investment Company Act of 1940, which have net assets of at least $500,000,000
and at least 85% of whose assets consist of securities and other obligations of
the type described in clauses (a) through (d) above.

         "COLLATERAL ACCOUNT" means a special deposit account maintained by the
Agent at the Principal Office and under its sole dominion and control.

         "COMMITMENT" means, as to any Lender, the Three Year Term Commitment,
the Five Year Term Commitment, and the Revolving Commitment, if any, of such
Lender.

         "COMMITMENT PERCENTAGE" means, as to each Revolving Lender, the ratio,
expressed as a percentage, of (a) the amount of such Revolving Lender's
Revolving Commitment to (b) the aggregate amount of the Revolving Commitments of
all Revolving Lenders; provided, however, that if at the time of determination
the Revolving Commitments have terminated or been reduced to zero, the
"Commitment Percentage" of each Revolving Lender shall be the Commitment
Percentage of such Revolving Lender in effect immediately prior to such
termination or reduction.

         "COMPLIANCE CERTIFICATE" has the meaning given that term in Section
8.3.

         "CONSTRUCTION-IN-PROCESS" means cash expenditures for land and
improvements (including indirect costs internally allocated and development
costs) in accordance with GAAP on all Properties that are under development or
will commence development within twelve months from any date of determination.

         "CONSTRUCTION BUDGET" means the fully-budgeted costs for the
acquisition and construction of a given parcel of real property (including,
without limitation, the cost of acquiring such parcel of real property, reserves
for construction interest and operating deficits, tenant improvements, leasing
commissions, and infrastructure costs) as reasonably determined by the Borrower
in good faith.

         "CONTINUE," "CONTINUATION" and "CONTINUED" each refers to the
continuation of a LIBOR Loan from one Interest Period to another Interest Period
pursuant to Section 2.10.

         "CONTROLLED PROPERTY" means a Property which is an Eligible Property
that is owned in fee simple (or leased under a Ground Lease) by a Guarantor that
is not a Wholly Owned Subsidiary and with respect to which the Borrower or such
Guarantor has the right to take the

                                      5



following actions without the need to obtain the consent of any Person (other
than the Requisite Lenders if required pursuant to this Agreement): (a) to
create Liens on such Property as security for Indebtedness of the Borrower or
such Guarantor, as applicable, and (b) to sell, convey, transfer or otherwise
dispose of such Property.

         "CONVERT," "CONVERSION" and "CONVERTED" each refers to the conversion
of a Loan of one Type into a Loan of another Type pursuant to Section 2.11.

         "CREDIT EVENT" means either of the following: (a) the making (or deemed
making) of any Loan, or (b) the issuance of a Letter of Credit; provided,
however, that a Revolving Lender's making of any Loan at the request of the
Agent pursuant to Section 2.4.(e) or 2.5.(j) shall not constitute a Credit
Event.

         "CREDIT RATING" means the rating assigned by a Rating Agency to the
senior unsecured long term Indebtedness of the Borrower.

         "DEFAULT" means any of the events specified in Section 10.1., whether
or not there has been satisfied any requirement for the giving of notice, the
lapse of time, or both.

         "DEFAULTING LENDER" has the meaning set forth in Section 3.11.(a).

         "DERIVATIVES CONTRACT" means any and all rate swap transactions, basis
swaps, credit derivative transactions, forward rate transactions, commodity
swaps, commodity options, forward commodity contracts, equity or equity index
swaps or options, bond or bond price or bond index swaps or options or forward
bond or forward bond price or forward bond index transactions, interest rate
options, forward foreign exchange transactions, cap transactions, floor
transactions, collar transactions, currency swap transactions, cross-currency
rate swap transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any
commitment on the part of a Loan Party to enter into any of the foregoing),
whether or not any such transaction is governed by or subject to any master
agreement. Not in limitation of the foregoing, the term "Derivatives Contract"
includes any and all transactions of any kind, and the related confirmations,
which are subject to the terms and conditions of, or governed by, any form of
master agreement published by the International Swaps and Derivatives
Association, Inc., any International Foreign Exchange Master Agreement, or any
other master agreement, including any such obligations or liabilities under any
such master agreement.

         "DERIVATIVES TERMINATION VALUE" means, in respect of any one or more
Derivatives Contracts, after taking into account the effect of any legally
enforceable netting agreement relating to such Derivatives Contracts, (a) for
any date on or after the date such Derivatives Contracts have been closed out
and termination value(s) determined in accordance therewith, such termination
value(s), and (b) for any date prior to the date referenced in clause (a) the
amount(s) determined as the mark-to-market value(s) for such Derivatives
Contracts, as determined based upon one or more mid-market or other readily
available quotations provided by any recognized dealer in such Derivatives
Contracts (which may include the Agent or any Lender).

                                      6



         "DESIGNATED LENDER" means a special purpose corporation which is
sponsored by a Lender, that is engaged in making, purchasing or otherwise
investing in commercial loans in the ordinary course of its business and that
issues (or the parent of which issues) commercial paper rated at least P-1 (or
the then equivalent grade) by Moody's or A-1 (or the then equivalent grade) by
S&P that, in either case, (a) is organized under the laws of the United States
of America or any state thereof, (b) shall have become a party to this Agreement
pursuant to Section 12.5.(e) and (c) is not otherwise a Lender.

         "DESIGNATED LENDER NOTE" means a Bid Rate Note of the Borrower
evidencing the obligation of the Borrower to repay Bid Rate Loans made by a
Designated Lender.

         "DESIGNATING LENDER" has the meaning given that term in Section
12.5.(e).

         "DESIGNATION AGREEMENT" means a Designation Agreement between a Lender
and a Designated Lender and accepted by the Agent, substantially in the form of
Exhibit B or such other form as may be agreed to by such Lender, such Designated
Lender and the Agent.

         "DEVELOPMENT PROPERTY" means a Property (a) that otherwise qualifies as
an Eligible Property, except that it is not yet a Retail Property or Multifamily
Property, but it is being developed to become one, and (b) that is either (i)
Construction-in-Process or (ii) an Unstabilized Property.

         "DOLLARS" or "$" means the lawful currency of the United States of
America.

         "EBITDA" means, with respect to a Person for any period: (a) net income
(or loss) of such Person for such period determined on a consolidated basis, in
accordance with GAAP, exclusive of the following (but only to the extent
included in determination of such net income (loss)): (i) depreciation and
amortization expense; (ii) Interest Expense; (iii) income tax expense; (iv)
extraordinary or non-recurring gains and losses; plus (b) such Person's pro rata
share of EBITDA of its Unconsolidated Affiliates. EBITDA will be adjusted to
remove all impact of straight lining of rents.

         "EFFECTIVE DATE" means the later of: (a) the Agreement Date; and (b)
the date on which all of the conditions precedent set forth in Section 5.1.
shall have been fulfilled or waived in writing by the Requisite Lenders.

         "ELIGIBLE ASSIGNEE" means any Person who is: (i) currently a Lender or
an affiliate of a Lender; (ii) a commercial bank, trust, trust company,
insurance company, investment bank or pension fund organized under the laws of
the United States of America, or any state thereof, and having total assets in
excess of $5,000,000,000; (iii) a savings and loan association or savings bank
organized under the laws of the United States of America, or any state thereof,
and having a tangible net worth of at least $500,000,000; or (iv) a commercial
bank organized under the laws of any other country which is a member of the
Organization for Economic Cooperation and Development, or a political
subdivision of any such country, and having total assets in excess of
$10,000,000,000, provided that such bank is acting through a branch or agency
located in the

                                      7



United States of America. If such Person is not currently a Lender or an
affiliate of a Lender, such Person's (or its parent's) senior unsecured long
term indebtedness must be rated BBB or higher by S&P, Baa2 or higher by Moody's,
or the equivalent or higher of either such rating by another rating agency
acceptable to the Agent.

         "ELIGIBLE PROPERTY" means a Property which satisfies all of the
following requirements: (a) such Property is a Retail Property or Multifamily
Property; (b) neither such Property, nor any interest of the Borrower or any
Subsidiary therein (and if such Property is owned by a Subsidiary, none of the
Borrower's direct or indirect ownership interests in such Subsidiary) is subject
to any Lien other than Permitted Liens (excluding Permitted Liens of the type
described in clauses (g) and (h) of the definition thereof) or subject to any
Negative Pledge; (c) such Property is free of all structural defects or major
architectural deficiencies, title defects, environmental conditions or other
adverse matters except for defects, deficiencies, conditions or other matters
individually or collectively which are not material to the profitable operation
of such Property; and (d) if such Property is (i) leased by the Borrower, a
Subsidiary or Unconsolidated Affiliate pursuant to a Ground Lease or other
lease, (ii) the lessor's interest in such Property is subject to a Mortgage and
(iii) such Ground Lease or lease is subordinate to such Mortgage, then the
mortgagee shall have executed a customary non-disturbance agreement with respect
to the rights of the Borrower, such Subsidiary or Unconsolidated Affiliate under
the Ground Lease or other lease.

         "ENVIRONMENTAL LAWS" means any Applicable Law relating to environmental
protection or the manufacture, storage, remediation, disposal or clean-up of
Hazardous Materials including, without limitation, the following: Clean Air Act,
42 U.S.C. Section 7401 et seq.; Federal Water Pollution Control Act, 33 U.S.C.
Section 1251 et seq.; Solid Waste Disposal Act, as amended by the Resource
Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq.; Comprehensive
Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601
et seq.; National Environmental Policy Act, 42 U.S.C. Section 4321 et seq.;
regulations of the Environmental Protection Agency and any applicable rule of
common law and any judicial interpretation thereof relating primarily to the
environment or Hazardous Materials.

         "EQUITY INTEREST" means, with respect to any Person, any share of
capital stock of (or other ownership or profit interests in) such Person, any
warrant, option or other right for the purchase or other acquisition from such
Person of any share of capital stock of (or other ownership or profit interests
in) such Person, any security convertible into or exchangeable for any share of
capital stock of (or other ownership or profit interests in) such Person or
warrant, right or option for the purchase or other acquisition from such Person
of such shares (or such other interests), and any other ownership or profit
interest in such Person (including, without limitation, partnership, member or
trust interests therein), whether voting or nonvoting, and whether or not such
share, warrant, option, right or other interest is authorized or otherwise
existing on any date of determination.

         "EQUITY ISSUANCE" means any issuance or sale by a Person of any Equity
Interest and shall in any event include the issuance of any Equity Interest upon
the conversion or exchange of any security constituting Indebtedness that is
convertible or exchangeable, or is being converted or exchanged, for Equity
Interests.

                                      8



         "ERISA" means the Employee Retirement Income Security Act of 1974, as
in effect from time to time.

         "ERISA GROUP" means the Borrower, any Subsidiary and all members of a
controlled group of corporations and all trades or businesses (whether or not
incorporated) under common control which, together with the Borrower or any
Subsidiary, are treated as a single employer under Section 414 of the Internal
Revenue Code.

         "EVENT OF DEFAULT" means any of the events specified in Section 10.1.,
provided that any requirement for notice or lapse of time or any other condition
has been satisfied.

         "EXCLUDED SUBSIDIARY" means any Subsidiary (a) formed for the specific
purpose of holding title to assets which are or are to become collateral for any
Secured Indebtedness of such Subsidiary; (b) which is prohibited from
Guarantying the Indebtedness of any other Person pursuant to (i) any document,
instrument or agreement evidencing such Secured Indebtedness or (ii) a provision
of such Subsidiary's organizational documents which provision was included in
such Subsidiary's organizational documents as a condition to the extension of
such Secured Indebtedness; and (c) for which none of the Borrower, any
Subsidiary (other than another Excluded Subsidiary) or any other Loan Party has
Guaranteed any of the Indebtedness of such Subsidiary or has any direct
obligation to maintain or preserve such Subsidiary's financial condition or to
cause such Subsidiary to achieve any specified levels of operating results,
except for guarantees required in connection with construction loans and
customary exceptions for fraud, misapplication of funds, environmental
indemnities, and other similar exceptions to non-recourse liability.

         "EXISTING CREDIT AGREEMENTS" means (a) the Amended and Restated Credit
Agreement dated as of June 22, 2000, among the Borrower, each of the financial
institutions party thereto as "Lenders," Commerzbank AG, New York Branch, as
Syndication Agent, Wachovia Bank, National Association, successor to First Union
National Bank, as Administrative Agent and as Arranger, and Wells Fargo Bank,
National Association, as Documentation Agent and as Co-Arranger and (b) the Term
Loan Agreement dated as of December 22, 1998, among the Borrower, each of the
financial institutions party thereto as "Lenders," Commerzbank AG, New York
Branch, as Syndication Agent, PNC Bank, National Association, as Administrative
Agent, and Fleet National Bank, as Documentation Agent.

         "EXTENSION REQUEST" has the meaning given such term in Section 2.14.

         "FACILITY FEE" means the per annum percentage set forth in the table
below corresponding to the Level at which the "Applicable Margin" is determined
in accordance with the definition thereof:



           BORROWER'S CREDIT RATING             FACILITY FEE
LEVEL           (S&P/MOODY'S)
- -----      ------------------------             ------------
                                          
  1        A-/A3                                    0.15%

  2        BBB+/Baa1                                0.15%

  3        BBB/Baa2                                 0.15%

  4        BBB-/Baa3                                0.20%


                                      9




                                              
  5        <  BBB-/Baa3                             0.25%


As of the Agreement Date, the Facility Fee equals 0.15%.

         "FAIR MARKET VALUE" means, with respect to (a) a security listed on a
national securities exchange or the NASDAQ National Market, the price of such
security as reported on such exchange by any widely recognized reporting method
customarily relied upon by financial institutions and (b) with respect to any
other property, the price which could be negotiated in an arm's-length free
market transaction, for cash, between a willing seller and a willing buyer,
neither of which is under pressure or compulsion to complete the transaction.

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

         "FEES" means the fees and commissions provided for or referred to in
Section 3.6. and any other fees payable by the Borrower hereunder or under any
other Loan Document.

         "FIVE YEAR TERM COMMITMENT" means, as to each Five Year Term Lender,
such Lender's obligation to make a Five Year Term Loan pursuant to Section
2.2.(b) in an amount up to, but not exceeding, the amount set forth for such
Lender on its signature page hereto as such Lender's "Five Year Term Commitment
Amount."

         "FIVE YEAR TERM LENDER" means each Lender that has a Five Year Term
Commitment or is the holder of a Five Year Term Loan.

         "FIVE YEAR TERM LOAN" means a Loan made by a Five Year Term Lender to
the Borrower pursuant to Section 2.2.(b).

         "FIVE YEAR TERM MATURITY DATE" means October 8, 2008.

         "FIVE YEAR TERM NOTE" has the meaning given that term in Section
2.12.(c).

         "FIXED CHARGES" means, for any period, the sum of (a) Interest Expense
of the Borrower and its Subsidiaries determined on a consolidated basis for such
period, (b) all regularly scheduled principal payments made with respect to
Indebtedness of the Borrower and its Subsidiaries during such period, other than
any balloon, bullet or similar principal payment which repays such Indebtedness
in full, and (c) all Preferred Dividends paid during such period. The Borrower's
pro rata share of the Fixed Charges of Unconsolidated Affiliates (other than
intercompany amounts) of the Borrower shall be included in determinations of
Fixed Charges.

                                      10



         "FLOATING RATE INDEBTEDNESS" means all Indebtedness of a Person which
bears interest at a variable rate during the scheduled life of such Indebtedness
and for which such Person has not obtained interest rate swap agreements,
interest rate collar agreements or other similar Derivatives Contracts which
effectively cause such variable rates to be equivalent to fixed rates.

         "FUNDS FROM OPERATIONS" means, for a given period, income of the
Borrower and its Subsidiaries available for common shareholders before
depreciation and amortization of real estate assets and before extraordinary
items less gains and losses on sale of real estate determined on a consolidated
basis in accordance with GAAP applied on a consistent basis for such period.
Adjustments for Unconsolidated Affiliates will be calculated to reflect the
Borrower's pro rata share of funds from operations on the same basis.

         "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as may be approved by a significant segment of the accounting
profession, which are applicable to the circumstances as of the date of
determination.

         "GOVERNMENTAL APPROVALS" means all authorizations, consents, approvals,
licenses and exemptions of, registrations and filings with, and reports to, all
Governmental Authorities.

         "GOVERNMENTAL AUTHORITY" means any national, state or local government
(whether domestic or foreign), any political subdivision thereof or any other
governmental, quasi-governmental, judicial, public or statutory instrumentality,
authority, body, agency, bureau, commission, board, department or other entity
(including, without limitation, the Federal Deposit Insurance Corporation, the
Comptroller of the Currency or the Federal Reserve Board, any central bank or
any comparable authority) or any arbitrator with authority to bind a party at
law.

         "GROUND LEASE" means a ground lease or master lease containing the
following terms and conditions: (a) a remaining term (exclusive of any
unexercised extension options) of thirty (30) years or more from the Agreement
Date; (b) the right of the lessee to mortgage and encumber its interest in the
leased property without the consent of the lessor; (c) the obligation of the
lessor to give the holder of any mortgage Lien on such leased property written
notice of any defaults on the part of the lessee and agreement of such lessor
that such lease will not be terminated until such holder has had a reasonable
opportunity to cure or complete foreclosures, and fails to do so; (d) reasonable
transferability of the lessee's interest under such lease, including ability to
sublease; and (e) such other rights customarily required by mortgagees making a
loan secured by the interest of the holder of the leasehold estate demised
pursuant to a ground lease or master lease.

         "GUARANTOR" means any Person that is a party to the Guaranty as a
"Guarantor" and in any event shall include each Material Subsidiary (unless an
Excluded Subsidiary or a Subsidiary that owns any Non-Controlled Property.)

                                      11



         "GUARANTY," "GUARANTEED," "GUARANTYING" or to "GUARANTEE" as applied to
any obligation means and includes: (a) a guaranty (other than by endorsement of
negotiable instruments for collection or deposit in the ordinary course of
business), directly or indirectly, in any manner, of any part or all of such
obligation, or (b) an agreement, direct or indirect, contingent or otherwise,
and whether or not constituting a guaranty, the practical effect of which is to
assure the payment or performance (or payment of damages in the event of
nonperformance) of any part or all of such obligation whether by: (i) the
purchase of securities or obligations, (ii) the purchase, sale or lease (as
lessee or lessor) of property or the purchase or sale of services primarily for
the purpose of enabling the obligor with respect to such obligation to make any
payment or performance (or payment of damages in the event of nonperformance) of
or on account of any part or all of such obligation, or to assure the owner of
such obligation against loss, (iii) the supplying of funds to or in any other
manner investing in the obligor with respect to such obligation, (iv) repayment
of amounts drawn down by beneficiaries of letters of credit (including Letters
of Credit), or (v) the supplying of funds to or investing in a Person on account
of all or any part of such Person's obligation under a Guaranty of any
obligation or indemnifying or holding harmless, in any way, such Person against
any part or all of such obligation. When not otherwise specified, "Guaranty" as
used herein shall mean the Guaranty to which the Guarantors are parties
substantially in the form of Exhibit Q.

         "HAZARDOUS MATERIALS" means all or any of the following: (a) substances
that are defined or listed in, or otherwise classified pursuant to, any
applicable Environmental Laws as "hazardous substances," "hazardous materials,"
"hazardous wastes," "toxic substances" or any other formulation intended to
define, list or classify substances by reason of deleterious properties such as
ignitability, corrosivity, reactivity, carcinogenicity, reproductive toxicity,
"TCLP" toxicity or "EP toxicity"; (b) oil, petroleum or petroleum derived
substances, natural gas, natural gas liquids or synthetic gas and drilling
fluids, produced waters and other wastes associated with the exploration,
development or production of crude oil, natural gas or geothermal resources; (c)
any flammable substances or explosives or any radioactive materials; (d)
asbestos in any form; (e) toxic mold; and (f) electrical equipment which
contains any oil or dielectric fluid containing levels of polychlorinated
biphenyls in excess of fifty parts per million.

         "INDEBTEDNESS" means, with respect to a Person, at the time of
computation thereof, all of the following (without duplication): (a) all
obligations of such Person in respect of money borrowed; (b) all obligations of
such Person (other than trade debt incurred in the ordinary course of business),
whether or not for money borrowed, (i) represented by notes payable, or drafts
accepted, in each case representing extensions of credit, (ii) evidenced by
bonds, debentures, notes or similar instruments, or (iii) constituting purchase
money indebtedness, conditional sales contracts, title retention debt
instruments or other similar instruments, upon which interest charges are
customarily paid or that are issued or assumed as full or partial payment for
property or services rendered; (c) Capitalized Lease Obligations of such Person;
(d) all reimbursement obligations of such Person under any letters of credit or
acceptances (whether or not the same have been presented for payment); (e) all
Off-Balance Sheet Obligations of such Person; (f) all obligations of such Person
to purchase, redeem, retire, defease or otherwise make any payment in respect of
any Mandatorily Redeemable Stock issued by such Person or any other Person,
valued at the greater of its voluntary or involuntary liquidation preference
plus accrued and unpaid dividends; (g) all obligations of such Person in respect
of any

                                      12



purchase obligation, repurchase obligation, takeout commitment or forward equity
commitment, in each case evidenced by a binding agreement (excluding any such
obligation to the extent the obligation can be satisfied by the issuance of
Equity Interests (other than Mandatorily Redeemable Stock)); (h) net obligations
under any Derivatives Contract not entered into as a hedge against existing
Indebtedness, in an amount equal to the Derivatives Termination Value thereof;
(i) all Indebtedness of other Persons which such Person has Guaranteed or is
otherwise recourse to such Person (except for guaranties of customary exceptions
for fraud, misapplication of funds, environmental indemnities and other similar
exceptions to recourse liability (but not exceptions relating to bankruptcy,
insolvency, receivership or other similar events)); (j) all Indebtedness of
another Person secured by (or for which the holder of such Indebtedness has an
existing right, contingent or otherwise, to be secured by) any Lien on property
or assets owned by such Person, even though such Person has not assumed or
become liable for the payment of such Indebtedness or other payment obligation;
and (k) such Person's pro rata share of the Indebtedness of any Unconsolidated
Affiliate of such Person. By way of example only and not in limitation of the
preceding sentence, Indebtedness of any Person shall include Indebtedness of any
partnership or joint venture in which such Person is a general partner or joint
venturer to the extent of such Person's pro rata share of the ownership of such
partnership or joint venture (except if such Indebtedness, or any portion
thereof, is recourse to such Person, in which case the greater of such Person's
pro rata portion of such Indebtedness or the amount of the recourse portion of
the Indebtedness, shall be included as Indebtedness of such Person). All Loans
and Letter of Credit Liabilities shall constitute Indebtedness of the Borrower.

         "INTELLECTUAL PROPERTY" has the meaning given that term in Section
6.1.(s).

         "INTEREST EXPENSE" means, for any period, without duplication, (a)
total interest expense of the Borrower and its Subsidiaries determined on a
consolidated basis in accordance with GAAP for such period, including
capitalized interest not funded under a construction loan on a consolidated
basis, plus (b) the Borrower's pro rata share of Interest Expense of
Unconsolidated Affiliates for such period.

         "INTEREST PERIOD" means:

         (a)      with respect to any LIBOR Loan, each period commencing on the
date such LIBOR Loan is made or deemed made and ending one week, 1, 2, 3 or 6
months or 1 year thereafter, as the Borrower may select in a Notice of
Borrowing, Notice of Continuation or Notice of Conversion, as the case may be,
except that each Interest Period that commences on the last Business Day of a
calendar month shall end on the last Business Day of the appropriate subsequent
calendar month; and

         (b)      with respect to any Bid Rate Loan, the period commencing on
the date such Bid Rate Loan is made and ending on any Business Day not less than
7 nor more than 90 days thereafter, as the Borrower may select as provided in
Section 2.3.(b).

Notwithstanding the foregoing: (i) if any Interest Period for any Revolving
Loans would otherwise end after the Revolving Termination Date, such Interest
Period shall end on the Revolving Termination Date; (ii) if any Interest Period
for any Three Year Term Loans would

                                      13



otherwise end after the Three Year Term Maturity Date, such Interest Period
shall end on the Three Year Term Maturity Date; (iii) if any Interest Period for
any Five Year Term Loans would otherwise end after the Five Year Term Maturity
Date, such Interest Period shall end on the Five Year Term Maturity Date; and
(iv) each Interest Period that would otherwise end on a day which is not a
Business Day shall end on the immediately following Business Day (or, if such
immediately following Business Day falls in the next calendar month, on the
immediately preceding Business Day).

         "INTERNAL REVENUE CODE" means the Internal Revenue Code of 1986, as
amended.

         "INVESTMENT" means, (x) with respect to any Person, any acquisition or
investment (whether or not of a controlling interest) by such Person, by means
of any of the following: (a) the purchase or other acquisition of any Equity
Interest in another Person, (b) a loan, advance or extension of credit to,
capital contribution to, Guaranty of Indebtedness of, or purchase or other
acquisition of any Indebtedness of, another Person, including any partnership or
joint venture interest in such other Person, or (c) the purchase or other
acquisition (in one transaction or a series of transactions) of assets of
another Person that constitute the business or a division or operating unit of
another Person and (y) with respect to any Property or other asset, the
acquisition thereof. Any binding commitment to make an Investment in any other
Person, as well as any option of another Person to require an Investment in such
Person, shall constitute an Investment. Except as expressly provided otherwise,
for purposes of determining compliance with any covenant contained in a Loan
Document, the amount of any Investment shall be the amount actually invested,
without adjustment for subsequent increases or decreases in the value of such
Investment.

         "INVESTMENT GRADE RATING" means a Credit Rating of BBB-/Baa3 (or
equivalent) or higher from either of the Rating Agencies.

         "L/C COMMITMENT AMOUNT" equals $40,000,000.

         "LENDER" means each financial institution from time to time party
hereto as a "Lender" or a "Designated Lender," together with its respective
successors and permitted assigns, and as the context requires, includes the
Swingline Lender; provided, however, that the term "Lender" shall exclude each
Designated Lender when used in reference to any Loan other than a Bid Rate Loan,
the Commitments or terms relating to any Loan other than a Bid Rate Loan and
shall further exclude each Designated Lender for all other purposes under the
Loan Documents except that any Designated Lender which funds a Bid Rate Loan
shall, subject to Section 12.5.(e), have the rights (including the rights given
to a Lender contained in Sections 12.2. and 12.9.) and obligations of a Lender
associated with holding such Bid Rate Loan.

         "LENDING OFFICE" means, for each Lender and for each Type of Loan, the
office of such Lender specified as such on its signature page hereto or in the
applicable Assignment and Acceptance Agreement, or such other office of such
Lender of which such Lender may notify the Agent in writing from time to time.

         "LETTER OF CREDIT" has the meaning given that term in Section 2.5.(a).

                                      14



         "LETTER OF CREDIT DOCUMENTS" means, with respect to any Letter of
Credit, collectively, any application therefor, any certificate or other
document presented in connection with a drawing under such Letter of Credit and
any other agreement, instrument or other document governing or providing for (a)
the rights and obligations of the parties concerned or at risk with respect to
such Letter of Credit or (b) any collateral security for any of such
obligations.

         "LETTER OF CREDIT LIABILITIES" means, without duplication, at any time
and in respect of any Letter of Credit, the sum of (a) the Stated Amount of such
Letter of Credit plus (b) the aggregate unpaid principal amount of all
Reimbursement Obligations of the Borrower at such time due and payable in
respect of all drawings made under such Letter of Credit. For purposes of this
Agreement, a Lender (other than the Lender acting as the Agent) shall be deemed
to hold a Letter of Credit Liability in an amount equal to its participation
interest in the related Letter of Credit under Section 2.5.(i), and the Lender
acting as the Agent shall be deemed to hold a Letter of Credit Liability in an
amount equal to its retained interest in the related Letter of Credit after
giving effect to the acquisition by the Lenders other than the Lender acting as
the Agent of their participation interests under such Section.

         "LEVEL" has the meaning given that term in the definition of the term
"Applicable Margin."

         "LIBOR" means, for any LIBOR Loan for any Interest Period therefor, the
rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%)
appearing on Telerate Page 3750 (or any successor page) as the London interbank
offered rate for deposits in Dollars at approximately 11:00 a.m. (London time)
two Business Days prior to the first day of such Interest Period for a term
comparable to such Interest Period. If for any reason such rate is not
available, the term "LIBOR" shall mean, for any LIBOR Loan for any Interest
Period therefor, the rate per annum (rounded upwards, if necessary, to the
nearest 1/100 of 1%) appearing on the Reuters Screen LIBO Page as the London
interbank offered rate for deposits in Dollars at approximately 11:00 a.m.
(London time) two Business Days prior to the first day of such Interest Period
for a term comparable to such Interest Period; provided, however, if more than
one rate is specified on the Reuters Screen LIBO Page, the applicable rate shall
be the arithmetic mean of all such rates. If for any reason none of the
foregoing rates is available, LIBOR shall be, for any Interest Period, the rate
per annum reasonably determined by the Agent as the rate of interest at which
Dollar deposits in the approximate amount of the LIBOR Loan comprising part of
such borrowing would be offered by the Agent to major banks in the London
interbank Eurodollar market at their request at or about 11:00 a.m. (London
time) two Business Days prior to the first day of such Interest Period for a
term comparable to such Interest Period.

         "LIBOR AUCTION" means a solicitation of Bid Rate Quotes setting forth
LIBOR Margin Loans based on LIBOR pursuant to Section 2.3.

         "LIBOR LOAN" means a Revolving Loan or Term Loan bearing interest at a
rate based on LIBOR.

         "LIBOR MARGIN" has the meaning given that term in Section
2.3.(c)(ii)(D).

                                      15



         "LIBOR MARGIN LOAN" means a Bid Rate Loan the interest rate on which is
determined on the basis of LIBOR pursuant to a LIBOR Auction.

         "LIEN" as applied to the property of any Person means: (a) any security
interest, encumbrance, mortgage, deed to secure debt, deed of trust, assignment
of leases and rents, pledge, lien, charge or lease constituting a Capitalized
Lease Obligation, conditional sale or other title retention agreement, or other
security title or encumbrance of any kind in respect of any property of such
Person, or upon the income, rents or profits therefrom; (b) any arrangement,
express or implied, under which any property of such Person is transferred,
sequestered or otherwise identified for the purpose of subjecting the same to
the payment of Indebtedness or performance of any other obligation in priority
to the payment of the general, unsecured creditors of such Person; (c) the
filing of any financing statement under the Uniform Commercial Code or its
equivalent in any jurisdiction, other than any precautionary filing not
otherwise constituting or giving rise to a Lien, including a financing statement
filed (i) in respect of a lease not constituting a Capitalized Lease Obligation
pursuant to Section 9-505 (or a successor provision) of the Uniform Commercial
Code or its equivalent as in effect in an applicable jurisdiction or (ii) in
connection with a sale or other disposition of accounts or other assets not
prohibited by this Agreement in a transaction not otherwise constituting or
giving rise to a Lien; and (d) any agreement by such Person to grant, give or
otherwise convey any of the foregoing.

         "LOAN" means a Revolving Loan, a Three Year Term Loan, a Five Year Term
Loan, a Bid Rate Loan or a Swingline Loan.

         "LOAN DOCUMENT" means this Agreement, each Note, each Letter of Credit
Document, the Guaranty and each other document or instrument now or hereafter
executed and delivered by a Loan Party in connection with, pursuant to or
relating to this Agreement.

         "LOAN PARTY" means each of the Borrower and each other Person who
guarantees all or a portion of the Obligations and/or who pledges any collateral
security to secure all or a portion of the Obligations. Schedule 1.1.(A) sets
forth the Loan Parties in addition to the Borrower as of the Agreement Date.

         "MAJOR DEFAULT" means a Default resulting from the occurrence of any of
the events described in Section 10.1.(a), Section 10.1.(b), Section 10.1.(f) or
Section 10.1.(g).

         "MANDATORILY REDEEMABLE STOCK" means, with respect to any Person, any
Equity Interest of such Person which by the terms of such Equity Interest (or by
the terms of any security into which it is convertible or for which it is
exchangeable or exercisable), upon the happening of any event or otherwise, (a)
matures or is mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise (other than an Equity Interest to the extent redeemable in exchange
for common stock or other equivalent common Equity Interests), (b) is
convertible into or exchangeable or exercisable for Indebtedness or Mandatorily
Redeemable Stock, or (c) is redeemable at the option of the holder thereof, in
whole or in part (other than an Equity Interest which is redeemable solely in
exchange for common stock or other equivalent common Equity Interests), in each
case on or prior to the date on which all Loans are scheduled to be due and

                                      16



payable in full. For purposes of this definition, Equity Interests in any of the
following Subsidiaries which the Borrower is obligated to acquire pursuant to
currently existing agreements with the holders of such Equity Interest shall not
be considered to be Mandatorily Redeemable Stock: Congressional Plaza
Associates, LLC; Street Retail West 4, L.P.; Street Retail West 6, L.P.; Street
Retail West 7, L.P. and Street Retail West 10, L.P.

         "MATERIAL ADVERSE EFFECT" means a materially adverse effect on (a) the
business, assets, liabilities, financial condition or results of operations of
the Borrower and its Subsidiaries taken as a whole, (b) the ability of the
Borrower or any other Loan Party to perform its obligations under any Loan
Document to which it is a party, (c) the validity or enforceability of any of
the Loan Documents, (d) the rights and remedies of the Lenders and the Agent
under any of the Loan Documents or (e) the timely payment of the principal of or
interest on the Loans or other amounts payable in connection therewith or the
timely payment of all Reimbursement Obligations.

         "MATERIAL CONTRACT" means any contract or other arrangement (other than
Loan Documents), whether written or oral, to which the Borrower, any Subsidiary
or any other Loan Party is a party as to which the breach, nonperformance,
cancellation or failure to renew (if renewable by its terms) by any party
thereto could reasonably be expected to have a Material Adverse Effect.

         "MATERIAL INDEBTEDNESS" has the meaning given that term in Section
10.1.(e)(i).

         "MATERIAL SUBSIDIARY" means any Subsidiary to which more than two
percent of Adjusted Total Asset Value is attributable on an individual basis.

         "MOODY'S" means Moody's Investors Service, Inc., and its successors.

         "MORTGAGE" means a mortgage, deed of trust, deed to secure debt or
similar security instrument made by a Person owning an interest in real property
granting a Lien on such interest in real property as security for the payment of
Indebtedness of such Person or another Person.

         "MORTGAGE RECEIVABLE" means a promissory note secured by a Mortgage of
which the Borrower, a Guarantor or one of their respective Subsidiaries is the
holder and retains the rights of collection of all payments thereunder.

         "MULTIEMPLOYER PLAN" means at any time a multiemployer plan within the
meaning of Section 4001(a)(3) of ERISA to which any member of the ERISA Group is
then making or accruing an obligation to make contributions or has within the
preceding five plan years made contributions, including for these purposes any
Person which ceased to be a member of the ERISA Group during such five year
period.

         "MULTIFAMILY PROPERTY" means a Property improved with, and from which
at least 80% of the rental income is derived from, residential apartments.

                                      17



         "NEGATIVE PLEDGE" means, with respect to a given asset, any provision
of a document, instrument or agreement (other than any Loan Document) which
prohibits or purports to prohibit the creation or assumption of any Lien on such
asset as security for Indebtedness of the Person owning such asset or any other
Person; provided, however, that an agreement that conditions a Person's ability
to encumber its assets upon the maintenance of one or more specified ratios that
limit such Person's ability to encumber its assets but that do not generally
prohibit the encumbrance of its assets, or the encumbrance of specific assets,
shall not constitute a Negative Pledge.

         "NET OPERATING INCOME" or "NOI" means, for any Property and for a given
period, the sum of the following (without duplication and determined on a
consistent basis with prior periods): (a) rents and other revenues received in
the ordinary course from such Property (including proceeds of rent loss
insurance but excluding pre-paid rents and revenues and security deposits except
to the extent applied in satisfaction of tenants' obligations for rent) minus
(b) all expenses paid (excluding interest but including an appropriate accrual
for taxes and insurance) related to the ownership, operation or maintenance of
such Property, including but not limited to taxes, assessments and the like,
insurance, utilities, payroll costs, maintenance, repair and landscaping
expenses, marketing expenses, and general and administrative expenses (including
an appropriate allocation for legal, accounting, advertising, marketing and
other expenses incurred in connection with such Property, but specifically
excluding general overhead expenses of the Borrower or any Subsidiary and any
property management fees) minus (c) the Capital Reserves for such Property as of
the end of such period minus (d) the greater of (i) the actual property
management fee paid during such period and (ii) an imputed management fee in the
amount of three percent (3.0%) of the gross revenues for such Property for such
period.

         "NET PROCEEDS" means with respect to any Equity Issuance by a Person,
the aggregate amount of all cash and the Fair Market Value of all other property
(other than securities of such same Person being converted or exchanged in
connection with such Equity Issuance) received by such Person in respect of such
Equity Issuance net of investment banking fees, legal fees, accountants' fees,
underwriting discounts and commissions and other customary fees and expenses
actually incurred by such Person in connection with such Equity Issuance.

         "NON-CONTROLLED PROPERTY" means an Eligible Property owned in fee
simple (or leased under a Ground Lease) by (a) an Unconsolidated Affiliate or
(b) a Subsidiary that is not a Wholly Owned Subsidiary but which Property does
not otherwise qualify as a Controlled Property.

         "NOTE" means a Three Year Term Note, a Five Year Term Note, a Revolving
Note, a Bid Rate Note or a Swingline Note.

         "NOTICE OF BORROWING" means a notice in the form of Exhibit C to be
delivered to the Agent pursuant to Section 2.1.(b) evidencing the Borrower's
request for a borrowing of Revolving Loans.

                                      18



         "NOTICE OF CONTINUATION" means a notice in the form of Exhibit D to be
delivered to the Agent pursuant to Section 2.10. evidencing the Borrower's
request for the Continuation of a LIBOR Loan.

         "NOTICE OF CONVERSION" means a notice in the form of Exhibit E to be
delivered to the Agent pursuant to Section 2.11. evidencing the Borrower's
request for the Conversion of a Loan from one Type to another Type.

         "NOTICE OF SWINGLINE BORROWING" means a notice in the form of Exhibit F
to be delivered to the Agent pursuant to Section 2.4. evidencing the Borrower's
request for a borrowing of Swingline Loans.

         "OBLIGATIONS" means, individually and collectively: (a) the aggregate
principal balance of, and all accrued and unpaid interest on, all Loans; (b) all
Reimbursement Obligations and all other Letter of Credit Liabilities; and (c)
all other indebtedness, liabilities, obligations, covenants and duties of the
Borrower and the other Loan Parties owing to the Agent or any Lender of every
kind, nature and description, under or in respect of this Agreement or any of
the other Loan Documents, including, without limitation, the Fees and
indemnification obligations, whether direct or indirect, absolute or contingent,
due or not due, contractual or tortious, liquidated or unliquidated, and whether
or not evidenced by any promissory note.

         "OCCUPANCY RATE" means, with respect to a Property at any time, the
ratio, expressed as a percentage, of (a) the net rentable square footage of such
Property for which the Borrower or a Subsidiary is collecting rent, or for which
a lease has been signed but the term has not yet commenced, to (b) the total
square footage of such Property available for lease; provided, that, in the case
of a Multifamily Property, "Occupancy Rate" means the ratio, expressed as a
percentage, of (a) the net rentable units of such Multifamily Property for which
the Borrower or a Subsidiary is collecting rent, or for which a lease has been
signed but the term has not yet commenced, to (b) the total units of such
Multifamily Property available for lease.

         "OFF-BALANCE SHEET OBLIGATIONS" means liabilities and obligations of
the Borrower, any Subsidiary or any other Person in respect of "off-balance
sheet arrangements" (as defined in the SEC Off-Balance Sheet Rules) which the
Borrower would be required to disclose in the "Management's Discussion and
Analysis of Financial Condition and Results of Operations" section of the
Borrower's report on Form 10-Q or Form 10-K (or their equivalents) which the
Borrower is required to file with the Securities and Exchange Commission (or any
Governmental Authority substituted therefor). As used in this definition, the
term "SEC Off-Balance Sheet Rules" means the Disclosure in Management's
Discussion and Analysis About Off-Balance Sheet Arrangements, Securities Act
Release No. 33-8182, 68 Fed. Reg. 5982 (Feb. 5, 2003) (codified at 17 CFR pts.
228, 229 and 249).

         "PARTICIPANT" has the meaning given that term in Section 12.5.(c).

         "PBGC" means the Pension Benefit Guaranty Corporation and any successor
agency.

                                      19



         "PERMITTED LIENS" means, as to any Person: (a) Liens securing taxes,
assessments and other charges or levies imposed by any Governmental Authority
(excluding any Lien imposed pursuant to any of the provisions of ERISA or
pursuant to any Environmental Laws) or the claims of materialmen, mechanics,
carriers, warehousemen or landlords for labor, materials, supplies or rentals
incurred in the ordinary course of business, which are not at the time required
to be paid or discharged under Section 7.6.; (b) Liens consisting of deposits or
pledges made, in the ordinary course of business, in connection with, or to
secure payment of, obligations under workers' compensation, unemployment
insurance or similar Applicable Laws; (c) Liens consisting of encumbrances in
the nature of zoning restrictions, easements, and rights or restrictions of
record on the use of real property, which do not materially detract from the
value of such property or impair the use thereof in the business of such Person;
(d) the rights of tenants under leases or subleases not interfering with the
ordinary conduct of business of such Person; (e) Liens in favor of the Agent for
the benefit of the Lenders; (f) Liens in favor of the Borrower or a Guarantor
securing obligations owing by a Subsidiary to the Borrower or a Guarantor, which
obligations have been subordinated to the obligations owing by the Borrower and
the Guarantors under the Loan Documents on terms satisfactory to the Agent; (g)
Liens in existence as of the Agreement Date set forth in Part II of Schedule
6.1.(f); and (h) Liens securing Indebtedness permitted by Section 9.6.

         "PERSON" means an individual, corporation, partnership, limited
liability company, association, trust or unincorporated organization, or a
government or any agency or political subdivision thereof.

         "PLAN" means at any time an employee pension benefit plan (other than a
Multiemployer Plan) which is covered by Title IV of ERISA or subject to the
minimum funding standards under Section 412 of the Internal Revenue Code and
either (a) is maintained, or contributed to, by any member of the ERISA Group
for employees of any member of the ERISA Group or (b) has at any time within the
preceding five years been maintained, or contributed to, by any Person which was
at such time a member of the ERISA Group for employees of any Person which was
at such time a member of the ERISA Group.

         "POST-DEFAULT RATE" means, in respect of any principal of any Loan or
any other Obligation that is not paid when due (whether at stated maturity, by
acceleration, by optional or mandatory prepayment or otherwise), a rate per
annum equal the Base Rate as in effect from time to time plus the Applicable
Margin for Base Rate Loans plus four percent (4.0%).

         "PREFERRED DIVIDENDS" means, for any period and without duplication,
all Restricted Payments paid during such period on Preferred Equity Interests
issued by the Borrower or a Subsidiary. Preferred Dividends shall not include
dividends or distributions (a) paid or payable solely in Equity Interests (other
than Mandatorily Redeemable Stock) payable to holders of such class of Equity
Interests; (b) paid or payable to the Borrower or a Subsidiary; or (c)
constituting balloon, bullet or similar redemptions resulting in the redemption
of Preferred Equity Interests in full.

         "PREFERRED EQUITY INTERESTS" means, with respect to any Person, Equity
Interests in such Person which are entitled to preference or priority over any
other Equity Interest in such Person in respect of the payment of dividends or
distribution of assets upon liquidation or both.

                                      20



         "PRIME RATE" means the rate of interest per annum announced publicly by
the Lender then acting as the Agent as its prime rate from time to time. The
Prime Rate is not necessarily the best or the lowest rate of interest offered by
the Lender acting as the Agent or any other Lender.

         "PRINCIPAL OFFICE" means the office of the Agent located at One
Wachovia Center, Charlotte, North Carolina, or such other office of the Agent as
the Agent may designate from time to time.

         "PROPERTY" means any parcel of real property owned or leased (in whole
or in part) or operated by the Borrower, any Subsidiary or any Unconsolidated
Affiliate of the Borrower and which is located in a state of the United States
of America or the District of Columbia.

         "RATING AGENCY" means S&P or Moody's, as applicable.

         "REGISTER" has the meaning given that term in Section 12.5.(f).

         "REGULATORY CHANGE" means, with respect to any Lender, any change
effective after the Agreement Date in Applicable Law (including, without
limitation, Regulation D of the Board of Governors of the Federal Reserve
System) or the adoption or making after such date of any interpretation,
directive or request applying to a class of banks, including such Lender, of or
under any Applicable Law (whether or not having the force of law and whether or
not failure to comply therewith would be unlawful) by any Governmental Authority
or monetary authority charged with the interpretation or administration thereof
or compliance by any Lender with any request or directive regarding capital
adequacy.

         "REIMBURSEMENT OBLIGATION" means the absolute, unconditional and
irrevocable obligation of the Borrower to reimburse the Agent for any drawing
honored by the Agent under a Letter of Credit.

         "REIT" means a Person qualifying for treatment as a "real estate
investment trust" under the Internal Revenue Code.

         "REQUISITE FIVE YEAR TERM LENDERS" means, as of any date, Lenders
having at least 66-2/3% of the aggregate amount of the outstanding Five Year
Term Loans. Five Year Term Loans held by Defaulting Lenders shall be disregarded
when determining the Requisite Five Year Term Lenders.

         "REQUISITE LENDERS" means, as of any date, (a) Lenders having at least
66-2/3% of the aggregate amount of the Revolving Commitments and the outstanding
Term Loans or (b) if the Revolving Commitments have been terminated or reduced
to zero, Lenders holding at least 66-2/3% of the principal amount of the
aggregate outstanding Loans and Letter of Credit Liabilities. Commitments, Loans
and Letter of Credit Liabilities held by Defaulting Lenders shall be disregarded
when determining the Requisite Lenders.

                                      21



         "REQUISITE REVOLVING LENDERS" means, as of any date, (a) Revolving
Lenders having at least 66-2/3% of the aggregate amount of the Revolving
Commitments or (b) if the Revolving Commitments have terminated or been reduced
to zero, Revolving Lenders holding at least 66-2/3% of the aggregate outstanding
Revolving Loans, Bid Rate Loans and Letter of Credit Liabilities. Revolving
Commitments, Revolving Loans, Bid Rate Loans and Letter of Credit Liabilities
held by Defaulting Lenders shall be disregarded when determining the Requisite
Revolving Lenders.

         "REQUISITE TERM LENDERS" means, as of any date, Lenders having at least
66-2/3% of the aggregate amount of the outstanding Term Loans. Term Loans held
by Defaulting Lenders shall be disregarded when determining the Requisite Term
Lenders.

         "REQUISITE THREE YEAR TERM LENDERS" means, as of any date, Lenders
having at least 66-2/3% of the aggregate amount of the outstanding Three Year
Term Loans. Three Year Term Loans held by Defaulting Lenders shall be
disregarded when determining the Requisite Three Year Term Lenders.

         "RESPONSIBLE OFFICER" means with respect to the Borrower or any
Subsidiary, the chief executive officer, the chief financial officer, the
treasurer or the chief operations officer, and in the case of the Borrower, the
Vice President-Capital Markets & Investor Relations or the Vice President-Chief
Accounting Officer of the Borrower.

         "RESTRICTED PAYMENT" means: (a) any dividend or other distribution,
direct or indirect, on account of any Equity Interest of the Borrower or any
Subsidiary now or hereafter outstanding, except a dividend payable solely in
Equity Interests of identical class to the holders of that class; (b) any
redemption, conversion, exchange, retirement, sinking fund or similar payment,
purchase or other acquisition for value, direct or indirect, of any Equity
Interest of the Borrower or any Subsidiary now or hereafter outstanding; and (c)
any payment made to retire, or to obtain the surrender of, any outstanding
warrants, options or other rights to acquire any Equity Interests of the
Borrower or any Subsidiary now or hereafter outstanding.

         "RETAIL PROPERTY" means (a) any Property identified as a "Retail
Property" on Schedule 6.1.(x) and (b) any Property, a substantial use of which,
is the retail sale of goods and services.

         "REVOLVING COMMITMENT" means, as to each Revolving Lender, such
Revolving Lender's obligation to make Revolving Loans pursuant to Section 2.1.
and to issue (in the case of the Agent) or participate in (in the case of the
other Revolving Lenders) Letters of Credit pursuant to Section 2.5.(a) and
2.5.(i), respectively, in an amount up to, but not exceeding (but in the case of
the Revolving Lender acting as the Agent, excluding the aggregate amount of
participations in the Letters of Credit held by other Revolving Lenders), the
amount set forth for such Revolving Lender on its signature page hereto as such
Revolving Lender's "Revolving Commitment Amount" or as set forth in the
applicable Assignment and Acceptance Agreement, as the same may be reduced from
time to time pursuant to Section 2.13. or as appropriate to reflect any
assignments to or by such Revolving Lender effected in accordance with Section
12.5.

                                      22



         "REVOLVING LENDER" means each Lender that has a Revolving Commitment or
that is the holder of a Revolving Loan.

         "REVOLVING LOAN" means a loan made by a Lender to the Borrower pursuant
to Section 2.1.(a).

         "REVOLVING NOTE" has the meaning given that term in Section 2.12.(a).

         "REVOLVING TERMINATION DATE" means October 8, 2006, or such later date
to which the Revolving Termination Date may be extended pursuant to Section
2.14.

         "SECURED INDEBTEDNESS" means, with respect to any Person, (a) all
Indebtedness of such Person that is secured in any manner by any Lien on any
Property plus (b) such Person's pro rata share of the Secured Indebtedness of
any of such Person's Unconsolidated Affiliates.

         "SECURITIES ACT" means the Securities Act of 1933, as amended from time
to time, together with all rules and regulations issued thereunder.

         "SIGNIFICANT SUBSIDIARY" means any Subsidiary to which more than
$10,000,000 of Total Asset Value is attributable on an individual basis.

         "SOLVENT" means, when used with respect to any Person, that (a) the
fair value and the fair salable value of its assets (excluding any Indebtedness
due from any affiliate of such Person if such affiliate is not itself Solvent)
are each in excess of the fair valuation of its total liabilities (including all
contingent liabilities computed at the amount which, in light of all the facts
and circumstances existing at such time, represents the amount that could
reasonably be expected to become an actual and matured liability); (b) such
Person is able to pay its debts or other obligations in the ordinary course as
they mature; and (c) such Person has capital not unreasonably small to carry on
its business and all business in which it proposes to be engaged.

         "S&P" means Standard & Poor's Rating Services, a division of The
McGraw-Hill Companies, Inc., and its successors.

         "SPECIFIED NON-WHOLLY OWNED SUBSIDIARIES" means Congressional Plaza
Associates, LLC; FRIT Escondido Promenade, LLC; Street Retail West 4, L.P.;
Street Retail West 6, L.P.; Street Retail West 7, L.P.; Street Retail West 10,
L.P.; and Street Retail Tempe I, LLC.

         "STABILIZED PROPERTY" means a completed Property that has achieved an
Occupancy Rate of at least 85%.

         "STATED AMOUNT" means the amount available to be drawn by a beneficiary
under a Letter of Credit from time to time, as such amount may be increased or
reduced from time to time in accordance with the terms of such Letter of Credit.

         "SUBSIDIARY" means, for any Person, any corporation, partnership or
other entity of which at least a majority of the securities or other ownership
interests having by the terms

                                      23



thereof ordinary voting power to elect a majority of the board of directors or
other persons performing similar functions of such corporation, partnership or
other entity (without regard to the occurrence of any contingency) is at the
time directly or indirectly owned or controlled by such Person or one or more
Subsidiaries of such Person or by such Person and one or more Subsidiaries of
such Person, and shall include all Persons the accounts of which are
consolidated with those of such Person pursuant to GAAP.

         "SUPERMAJORITY LENDERS" means, as of any date, (a) Lenders having at
least 75% of the aggregate amount of the Revolving Commitments and the
outstanding Term Loans or (b) if the Revolving Commitments have been terminated
or reduced to zero, Lenders holding at least 75% of the principal amount of the
aggregate outstanding Loans and Letter of Credit Liabilities. Commitments, Loans
and Letter of Credit Liabilities held by Defaulting Lenders shall be disregarded
when determining the Supermajority Lenders.

         "SWINGLINE COMMITMENT" means the Swingline Lender's obligation to make
Swingline Loans pursuant to Section 2.4. in an amount up to, but not exceeding,
$3,000,000, as such amount may be reduced from time to time in accordance with
the terms hereof.

         "SWINGLINE LENDER" means Wachovia Bank, National Association, together
with its respective successors and assigns.

         "SWINGLINE LOAN" means a loan made by the Swingline Lender to the
Borrower pursuant to Section 2.4.(a).

         "SWINGLINE NOTE" means the promissory note of the Borrower payable to
the order of the Swingline Lender in a principal amount equal to the amount of
the Swingline Commitment as originally in effect and otherwise duly completed,
substantially in the form of Exhibit G.

         "TANGIBLE NET WORTH" means, as of a given date, the stockholders'
equity of the Borrower and Subsidiaries determined on a consolidated basis plus
(a) accumulated depreciation and amortization minus the following (to the extent
reflected in determining stockholders' equity of the Borrower and its
Subsidiaries): (b) the amount of any write-up in the book value of any assets
contained in any balance sheet resulting from revaluation thereof or any
write-up in excess of the cost of such assets acquired, and (c) all amounts
appearing on the assets side of any such balance sheet for assets which would be
classified as intangible assets under GAAP, all determined on a consolidated
basis.

         "TAXES" has the meaning given that term in Section 3.12.(a).

         "TERM COMMITMENT" means a Three Year Term Commitment or Five Year Term
Commitment.

         "TERM LENDER" means a Three Year Term Lender or a Five Year Term
Lender.

         "TERM LOAN" means a Three Year Term Loan or a Five Year Term Loan.

                                      24



         "THREE YEAR TERM COMMITMENT" means, as to each Three Year Term Lender,
such Lender's obligation to make a Three Year Term Loan pursuant to Section
2.2.(a) in an amount up to, but not exceeding, the amount set forth for such
Lender on its signature page hereto as such Lender's "Three Year Term Commitment
Amount."

         "THREE YEAR TERM LENDER" means each Lender that has a Three Year Term
Commitment or is the holder of a Three Year Term Loan.

         "THREE YEAR TERM LOAN" means a Loan made by a Three Year Term Lender to
the Borrower pursuant to Section 2.2.(a).

         "THREE YEAR TERM MATURITY DATE" means October 8, 2006.

         "THREE YEAR TERM NOTE" has the meaning given that term in Section
2.12.(b).

         "TITLED AGENTS" means each of the Arranger, the Syndication Agent, and
each Co-Documentation Agent and their respective successors and permitted
assigns.

         "TOTAL ASSET VALUE" means of the sum of all of the following of the
Borrower and its Subsidiaries on a consolidated basis determined in accordance
with GAAP applied on a consistent basis: (a) cash and cash equivalents, plus (b)
with respect to each Stabilized Property owned by the Borrower or any
Subsidiary, (i)(A) EBITDA attributable to such Property for the fiscal quarter
most recently ended (adjusted for acquisitions and dispositions) times 4, minus
(B) Capital Reserves for such Property for a one-year period, divided by (ii)
the Capitalization Rate, plus (c) the GAAP book value of Properties acquired
during the most recent quarter, plus (d) Construction-in-Process until the
earlier of the (i) one year anniversary date of project completion or (ii) the
second quarter after the project achieves an Occupancy Rate of 85%, plus (e) the
GAAP book value of Unimproved Land, Mortgage Receivables and other promissory
notes. The Borrower's pro rata share of assets held by Unconsolidated Affiliates
will be included in Total Asset Value calculations consistent with the above
described treatment for wholly owned assets. For purposes of determining Total
Asset Value, EBITDA from Properties acquired or disposed of by the Borrower and
its Subsidiaries during the period of determination shall be excluded from
clause (b) above.

         "TOTAL INDEBTEDNESS" means all Indebtedness of the Borrower and its
Subsidiaries determined on a consolidated basis.

         "TYPE" with respect to any Revolving Loan or Term Loan, refers to
whether such Loan is a LIBOR Loan or Base Rate Loan.

         "UNCONSOLIDATED AFFILIATE" means, with respect to any Person, any other
Person in whom such Person holds an Investment, which Investment is accounted
for in the financial statements of such Person on an equity basis of accounting
and whose financial results would not be consolidated under GAAP with the
financial results of such Person on the consolidated financial statements of
such Person.

                                      25



         "UNENCUMBERED ADJUSTED NOI" means, for any period, NOI from (a) Wholly
Owned Properties; (b) Controlled Properties; and (c) Non-Controlled Properties,
all of which have been owned for the entire period, less the Capital Reserve for
such period and as adjusted for any non-recurring items during the reporting
period. For purposes of this definition, (i) to the extent the NOI attributable
to Non-Controlled Properties would exceed 10% of the Unencumbered Adjusted NOI,
such excess shall be excluded and (ii) NOI attributable to Development
Properties shall be included.

         "UNENCUMBERED ASSET VALUE" means (a) the Unencumbered Adjusted NOI
(excluding NOI attributable to Development Properties) for the fiscal quarter
most recently ending times 4 divided by the Capitalization Rate, plus (b) the
GAAP book value of all Properties acquired during the fiscal quarter most
recently ended which Properties are not subject to any Lien other than Permitted
Liens (excluding Permitted Liens of the type described in clauses (g) and (h) of
the definition thereof) or subject to any Negative Pledge, plus (c) the GAAP
book value of Development Property not subject to any Lien other than Permitted
Liens (excluding Permitted Liens of the type described in clauses (g) and (h) of
the definition thereof) or subject to any Negative Pledge, until the earlier of
(i) the one year anniversary date of project completion or (ii) the second
quarter after the project achieves an Occupancy Rate of 85%. For purposes of
this definition, to the extent the Unencumbered Asset Value attributable to
Development Properties would exceed 10% of the Unencumbered Asset Value, such
excess shall be excluded.

         "UNIMPROVED LAND" consists of land on which no development (other than
paving or other improvements that are not material and are temporary in nature)
has occurred and for which no development is planned in the 12 months following
any date of determination.

         "UNSECURED INDEBTEDNESS" means Indebtedness which is not Secured
Indebtedness.

         "UNSECURED INTEREST EXPENSE" means, for a given period, all Interest
Expense of the Borrower and its Subsidiaries attributable to Unsecured
Indebtedness of the Borrower and its Subsidiaries for such period.

         "UNSTABILIZED PROPERTY" means a Property (a) the improvements on which
were completed within twelve months prior to any date of determination; and (b)
which has not achieved an Occupancy Rate of 85%.

         "UNFUNDED LIABILITIES" means, with respect to any Plan at any time, the
amount (if any) by which (a) the value of all benefit liabilities under such
Plan, determined on a plan termination basis using the assumptions prescribed by
the PBGC for purposes of Section 4044 of ERISA, exceeds (b) the fair market
value of all Plan assets allocable to such liabilities under Title IV of ERISA
(excluding any accrued but unpaid contributions), all determined as of the then
most recent valuation date for such Plan, but only to the extent that such
excess represents a potential liability of a member of the ERISA Group to the
PBGC or any other Person under Title IV of ERISA.

         "WACHOVIA" means Wachovia Bank, National Association, together with its
successors and permitted assigns.

                                      26



         "WHOLLY OWNED PROPERTY" means an Eligible Property which is wholly
owned in fee simple (or leased under a Ground Lease) by only the Borrower or a
Guarantor that is a Wholly Owned Subsidiary.

         "WHOLLY OWNED SUBSIDIARY" means any Subsidiary of a Person in respect
of which all of the equity securities or other ownership interests (other than,
in the case of a corporation, directors' qualifying shares) are at the time
directly or indirectly owned or controlled by such Person or one or more other
Subsidiaries of such Person or by such Person and one or more other Subsidiaries
of such Person.

SECTION 1.2. GENERAL; REFERENCES TO TIMES.

         Unless otherwise indicated, all accounting terms, ratios and
measurements shall be interpreted or determined in accordance with GAAP;
provided that, if at any time any change in GAAP would affect the computation of
any financial ratio or requirement set forth in any Loan Document, and either
the Borrower or the Requisite Lenders shall so request, the Agent, the Lenders
and the Borrower shall negotiate in good faith to amend such ratio or
requirement to preserve the original intent thereof in light of such change in
GAAP (subject to the approval of the Requisite Lenders); provided further that,
until so amended, (i) such ratio or requirement shall continue to be computed in
accordance with GAAP prior to such change therein and (ii) the Borrower shall
provide to the Agent financial statements and other documents required under
this Agreement or as reasonably requested hereunder setting forth a
reconciliation between calculations of such ratio or requirement made before and
after giving effect to such change in GAAP. References in this Agreement to
"Sections," "Articles," "Exhibits" and "Schedules" are to sections, articles,
exhibits and schedules herein and hereto unless otherwise indicated. references
in this Agreement to any document, instrument or agreement (a) shall include all
exhibits, schedules and other attachments thereto, (b) shall include all
documents, instruments or agreements issued or executed in replacement thereof,
to the extent permitted hereby and (c) shall mean such document, instrument or
agreement, or replacement or predecessor thereto, as amended, supplemented,
restated or otherwise modified as of the date of this Agreement and from time to
time thereafter to the extent not prohibited hereby and in effect at any given
time. Wherever from the context it appears appropriate, each term stated in
either the singular or plural shall include the singular and plural, and
pronouns stated in the masculine, feminine or neuter gender shall include the
masculine, the feminine and the neuter. Unless explicitly set forth to the
contrary, a reference to "Subsidiary" means a direct or indirect Subsidiary of
the Borrower and a reference to an "Affiliate" means a reference to an Affiliate
of the Borrower. Titles and captions of Articles, Sections, subsections and
clauses in this Agreement are for convenience only and neither limit nor amplify
the provisions of this Agreement. Unless otherwise indicated, all references to
time are references to Charlotte, North Carolina, time.

SECTION 1.3. FINANCIAL ATTRIBUTES OF NON-WHOLLY OWNED SUBSIDIARIES.

         When determining the Borrower's compliance with any financial covenant
contained in any of the Loan Documents, only the Borrower's pro rata share of
the financial attributes of a Subsidiary that is not a Wholly Owned Subsidiary
shall be included.

                                      27



                           ARTICLE II. CREDIT FACILITY

SECTION 2.1. REVOLVING LOANS.

         (a)      Generally. Subject to the terms and conditions hereof, during
the period from the Effective Date to but excluding the Revolving Termination
Date, each Revolving Lender severally and not jointly agrees to make Revolving
Loans to the Borrower in an aggregate principal amount at any one time
outstanding up to, but not exceeding, the amount of such Revolving Lender's
Revolving Commitment. Subject to the terms and conditions of this Agreement,
during the period from the Effective Date to but excluding the Revolving
Termination Date, the Borrower may borrow, repay and reborrow Revolving Loans
hereunder.

         (b)      Requesting Revolving Loans. The Borrower shall give the Agent
notice pursuant to a Notice of Borrowing or telephonic notice of each borrowing
of Revolving Loans. Each Notice of Borrowing shall be delivered to the Agent
before 11:00 a.m. (i) in the case of LIBOR Loans, on the date three Business
Days prior to the proposed date of such borrowing and (ii) in the case of Base
Rate Loans, on the proposed date of such borrowing. Any such telephonic notice
shall include all information to be specified in a written Notice of Borrowing
and shall be promptly confirmed in writing by the Borrower pursuant to a Notice
of Borrowing sent to the Agent by telecopy on the same day of the giving of such
telephonic notice. The Agent will transmit by telecopy the Notice of Borrowing
(or the information contained in such Notice of Borrowing) to each Revolving
Lender promptly upon receipt by the Agent. Each Notice of Borrowing or
telephonic notice of each borrowing shall be irrevocable once given and binding
on the Borrower.

         (c)      Disbursements of Revolving Loan Proceeds. No later than 1:00
p.m. in the case of LIBOR Loans or 2:00 p.m. in the case of Base Rate Loans on
the date specified in the Notice of Borrowing, each Revolving Lender will make
available for the account of its applicable Lending Office to the Agent at the
Principal Office, in immediately available funds, the proceeds of the Revolving
Loan to be made by such Revolving Lender. With respect to Revolving Loans to be
made after the Effective Date, unless the Agent shall have been notified by any
Revolving Lender prior to the specified date of borrowing that such Revolving
Lender does not intend to make available to the Agent the Revolving Loan to be
made by such Revolving Lender on such date, the Agent may assume that such
Revolving Lender will make the proceeds of such Revolving Loan available to the
Agent on the date of the requested borrowing as set forth in the Notice of
Borrowing and the Agent may (but shall not be obligated to), in reliance upon
such assumption, make available to the Borrower the amount of such Revolving
Loan to be provided by such Revolving Lender. Subject to satisfaction of the
applicable conditions set forth in Article V. for such borrowing, the Agent will
make the proceeds of such borrowing available to the Borrower no later than 2:00
p.m. in the case of LIBOR Loans or 3:00 p.m. in the case of Base Rate Loans on
the date and at the account specified by the Borrower in such Notice of
Borrowing.

SECTION 2.2. TERM LOANS.

         (a)      Three Year Term Loan. Subject to the terms and conditions
hereof, each Three Year Term Lender severally and not jointly agrees to make a
Three Year Term Loan to the

                                      28



Borrower on the Effective Date in an aggregate principal amount of up to, but
not exceeding, the amount of the Three Year Term Commitment of such Lender. Once
repaid, the principal amount of a Three Year Term Loan may not be reborrowed.

         (b)      Five Year Term Loan. Subject to the terms and conditions
hereof, each Five Year Term Lender severally and not jointly agrees to make a
Five Year Term Loan to the Borrower on the Effective Date in an aggregate
principal amount of up to, but not exceeding, the amount of the Five Year Term
Commitment of such Lender. Once repaid, the principal amount of a Five Year Term
Loan may not be reborrowed.

         (c)      Requesting Term Loans. The Borrower shall give the Agent
notice (which notice must be received by the Agent no later than 11:00 a.m. on
the date that is one Business Day prior to the anticipated Effective Date)
requesting that the Term Lenders make the Term Loans on the Effective Date and
specifying the amount of Three Year Term Loans and Five Year Term Loans to be
borrowed. Upon receipt of such notice the Agent shall promptly notify each Term
Lender. The notice of borrowing provided by the Borrower in the preceding
sentence shall be irrevocable once given and binding on the Borrower.

         (d)      Disbursements of Term Loan Proceeds. No later than 1:00 p.m.
on the Effective Date, each Term Lender will make available for the account of
its applicable Lending Office to the Agent at the Principal Office, in
immediately available funds, the proceeds of the Term Loan to be made by such
Term Lender. Subject to satisfaction of the applicable conditions set forth in
Article V. for such borrowing, the Agent will make the proceeds of such
borrowing available to the Borrower no later than 2:00 p.m. on the Effective
Date.

SECTION 2.3. BID RATE LOANS.

         (a)      Bid Rate Loans. So long as the Borrower maintains an
Investment Grade Rating, in addition to borrowings of Revolving Loans, at any
time and from time to time during the period from the Effective Date to but
excluding the Revolving Termination Date, the Borrower may, as set forth in this
Section, request the Revolving Lenders to make offers to make Bid Rate Loans to
the Borrower in Dollars. The Revolving Lenders may, but shall have no obligation
to, make such offers and the Borrower may, but shall have no obligation to,
accept any such offers in the manner set forth in this Section.

         (b)      Requests for Bid Rate Loans. When the Borrower wishes to
request from the Revolving Lenders offers to make Bid Rate Loans, it shall give
the Agent notice (a "BID RATE QUOTE REQUEST") so as to be received no later than
10:00 a.m. on (x) the Business Day immediately preceding the date of borrowing
proposed therein, in the case of an Absolute Rate Auction and (y) the date four
Business Days prior to the proposed date of borrowing, in the case of a LIBOR
Auction. The Agent shall deliver to each Revolving Lender a copy of each Bid
Rate Quote Request promptly upon receipt thereof by the Agent. The Borrower may
request offers to make Bid Rate Loans for up to 4 different Interest Periods in
each Bid Rate Quote Request; provided that the request for each separate
Interest Period shall be deemed to be a separate Bid Rate Quote Request for a
separate borrowing (a "BID RATE BORROWING"). Each Bid Rate Quote Request shall
be substantially in the form of Exhibit H and shall specify as to each Bid Rate
Borrowing:

                                      29



                  (i)      the proposed date of such Bid Rate Borrowing, which
         shall be a Business Day;

                  (ii)     the aggregate amount of such Bid Rate Borrowing
         requested, which (x) shall be in the minimum amount of $5,000,000 and
         integral multiples of $1,000,000 and (y) shall not itself cause any of
         the limits specified in Section 2.16. to be violated if it were
         accepted;

                  (iii)    whether the Bid Rate Quote Request is for LIBOR
         Margin Loans or Absolute Rate Loans; and

                  (iv)     the duration of the Interest Period applicable
         thereto, which shall not extend beyond the Revolving Termination Date.

Except as otherwise provided in this subsection (b), no Bid Rate Quote Request
shall be given within five Business Days (or such other number of days as the
Borrower and the Agent, with the consent of the Requisite Revolving Lenders, may
agree) of the giving of any other Bid Rate Quote Request.

         (c)      Bid Rate Quotes.

                  (i)      Each Revolving Lender may submit one or more Bid Rate
         Quotes, each containing an offer to make a Bid Rate Loan in response to
         any Bid Rate Quote Request; provided that, if the Borrower's request
         under Section 2.3.(b) specified more than one Interest Period, such
         Revolving Lender may make a single submission containing one or more
         Bid Rate Quotes for each such Interest Period. Each Bid Rate Quote must
         be submitted to the Agent not later than 10:00 a.m. (x) on the proposed
         date of borrowing, in the case of an Absolute Rate Auction and (y) on
         the date three Business Days prior to the proposed date of borrowing,
         in the case of a LIBOR Auction; provided that the Revolving Lender then
         acting as Agent may submit a Bid Rate Quote only if it notifies the
         Borrower of the terms of the offer contained therein not later than
         9:00 a.m. (x) on the proposed date of such borrowing, in the case of an
         Absolute Rate Auction and (y) on the date three Business Days prior to
         the proposed date of borrowing, in the case of a LIBOR Auction. Subject
         to Articles V. and X., any Bid Rate Quote so made shall be irrevocable
         except with the consent of the Agent given at the request of the
         Borrower. Any Bid Rate Loan may be funded by a Revolving Lender's
         Designated Lender (if any) as provided in Section 12.5.(e); however,
         such Revolving Lender shall not be required to specify in its Bid Rate
         Quote whether such Bid Rate Loan will be funded by such Designated
         Lender.

                  (ii)     Each Bid Rate Quote shall be substantially in the
         form of Exhibit I and shall specify:

                           (A)      the proposed date of borrowing and the
                  Interest Period therefor;

                                      30



                           (B)      the principal amount of the Bid Rate Loan
                  for which each such offer is being made; provided that the
                  aggregate principal amount of all Bid Rate Loans for which a
                  Revolving Lender submits Bid Rate Quotes (x) may be greater or
                  less than the Revolving Commitment of such Revolving Lender
                  but (y) shall not exceed the principal amount of the Bid Rate
                  Borrowing for a particular Interest Period for which offers
                  were requested;

                           (C)      in the case of an Absolute Rate Auction, the
                  rate of interest per annum (rounded upwards, if necessary, to
                  the nearest 1/100th of 1%) offered for each such Bid Rate Loan
                  (the "ABSOLUTE RATE");

                           (D)      in the case of a LIBOR Auction, the margin
                  above or below applicable LIBOR (the "LIBOR MARGIN") offered
                  for each such LIBOR Margin Loan, expressed as a percentage
                  (rounded upwards, if necessary, to the nearest 1/100th of 1%)
                  to be added to (or subtracted from) the applicable LIBOR; and

                           (E)      the identity of the quoting Revolving
                  Lender.

         Unless otherwise agreed by the Agent and the Borrower, no Bid Rate
         Quote shall contain qualifying, conditional or similar language or
         propose terms other than or in addition to those set forth in the
         applicable Bid Rate Quote Request and, in particular, no Bid Rate Quote
         may be conditioned upon acceptance by the Borrower of all (or some
         specified minimum) of the principal amount of the Bid Rate Loan for
         which such Bid Rate Quote is being made.

         (d)      Notification by Agent. The Agent shall, as promptly as
practicable after the Bid Rate Quotes are submitted (but in any event not later
than 10:30 a.m. on the proposed date of borrowing), notify the Borrower of the
terms (i) of any Bid Rate Quote submitted by a Revolving Lender that is in
accordance with Section 2.3.(c) and (ii) of any Bid Rate Quote that amends,
modifies or is otherwise inconsistent with a previous Bid Rate Quote submitted
by such Revolving Lender with respect to the same Bid Rate Quote Request. Any
such subsequent Bid Rate Quote shall be disregarded by the Agent unless such
subsequent Bid Rate Quote is submitted solely to correct a manifest error in
such former Bid Rate Quote. The Agent's notice to the Borrower shall specify (A)
the aggregate principal amount of the Bid Rate Borrowing for which offers have
been received and (B) the principal amounts and Absolute Rates or LIBOR Margins,
as applicable, so offered by each Revolving Lender (identifying the Revolving
Lender that made each Bid Rate Quote).

         (e)      Acceptance by Borrower.

                  (i)      Not later than 11:00 a.m. (x) on the proposed date of
         borrowing, in the case of an Absolute Rate Auction and (y) on the date
         three Business Days prior to the proposed date of borrowing, in the
         case of a LIBOR Auction, the Borrower shall notify the Agent of its
         acceptance or nonacceptance of the offers so notified to it pursuant to
         Section 2.3.(d) which notice shall be in the form of Exhibit J. In the
         case of acceptance, such notice shall specify the aggregate principal
         amount of offers for each Interest Period

                                      31



         that are accepted. The failure of the Borrower to give such notice by
         such time shall constitute nonacceptance. The Agent shall promptly
         notify each affected Revolving Lender. The Borrower may accept any Bid
         Rate Quote in whole or in part; provided that:

                           (A)      the aggregate principal amount of each Bid
                  Rate Borrowing may not exceed the applicable amount set forth
                  in the related Bid Rate Quote Request;

                           (B)      the aggregate principal amount of each Bid
                  Rate Borrowing shall comply with the provisions of Section
                  3.5., and with all other Bid Loans accepted in such Auction,
                  shall not cause the limits specified in Section 2.16. to be
                  violated;

                           (C)      acceptance of offers may be made only in
                  ascending order of Absolute Rates or LIBOR Margins, as
                  applicable, in each case beginning with the lowest rate so
                  offered;

                           (D)      the Borrower may not accept any Bid Rate
                  Quote that fails to comply with Section 2.3.(c) or otherwise
                  fails to comply with the requirements of this Agreement); and

                           (E)      any acceptance in part shall be in a minimum
                  amount of $1,000,000 and integral multiples of $500,000 in
                  excess thereof.

                  (ii)     If offers are made by two or more Revolving Lenders
         with the same Absolute Rates or LIBOR Margins, as applicable, for a
         greater aggregate principal amount than the amount in respect of which
         offers are permitted to be accepted for the related Interest Period,
         the principal amount of Bid Rate Loans in respect of which such offers
         are accepted shall be allocated by the Agent among such Revolving
         Lenders in proportion to the aggregate principal amount of such offers.
         Determinations by the Agent of the amounts of Bid Rate Loans shall be
         conclusive in the absence of manifest error.

         (f)      Obligation to Make Bid Rate Loans. The Agent shall promptly
(and in any event not later than (x) 12:00 noon on the proposed date of
borrowing of Absolute Rate Loans and (y) on the date three Business Days prior
to the proposed date of borrowing of LIBOR Margin Loans) notify each Revolving
Lender whose Bid Rate Quote has been accepted and the amount and rate thereof. A
Revolving Lender who is notified that it has been selected to make a Bid Rate
Loan may designate its Designated Lender (if any) to fund such Bid Rate Loan on
its behalf, as described in Section 12.5.(e). Any Designated Lender which funds
a Bid Rate Loan shall on and after the time of such funding become the obligee
under such Bid Rate Loan and be entitled to receive payment thereof when due. No
Revolving Lender shall be relieved of its obligation to fund a Bid Rate Loan,
and no Designated Lender shall assume such obligation, prior to the time the
applicable Bid Rate Loan is funded. Any Revolving Lender whose offer to make any
Bid Rate Loan has been accepted shall, not later than 1:30 p.m. on the date
specified for the making of such Loan, make the amount of such Loan available to
the Agent at its Principal Office in immediately available funds, for the
account of the Borrower. The amount so received by the Agent shall, subject to
the terms and conditions of this Agreement, be made

                                      32



available to the Borrower no later than 2:00 p.m. on such date by depositing the
same, in immediately available funds, in an account of the Borrower designated
by the Borrower.

         (g)      No Effect on Revolving Commitment. Except for the purpose and
to the extent expressly stated in Sections 2.13. and 2.16., the amount of any
Bid Rate Loan made by any Revolving Lender shall not constitute a utilization of
such Revolving Lender's Revolving Commitment.

SECTION 2.4. SWINGLINE LOANS.

         (a)      Swingline Loans. Subject to the terms and conditions hereof,
during the period from the Effective Date to but excluding the Revolving
Termination Date, the Swingline Lender agrees to make Swingline Loans to the
Borrower in an aggregate principal amount at any one time outstanding up to, but
not exceeding, the amount of the Swingline Commitment. If at any time the
aggregate principal amount of the Swingline Loans outstanding at such time
exceeds the Swingline Commitment in effect at such time, the Borrower shall
immediately pay the Agent for the account of the Swingline Lender the amount of
such excess. Subject to the terms and conditions of this Agreement, the Borrower
may borrow, repay and reborrow Swingline Loans hereunder.

         (b)      Procedure for Borrowing Swingline Loans. The Borrower shall
give the Agent and the Swingline Lender notice pursuant to a Notice of Swingline
Borrowing or telephonic notice of each borrowing of a Swingline Loan. Each
Notice of Swingline Borrowing shall be delivered to the Swingline Lender no
later than 3:00 p.m. on the proposed date of such borrowing. Any such notice
given telephonically shall include all information to be specified in a written
Notice of Swingline Borrowing and shall be promptly confirmed in writing by the
Borrower pursuant to a Notice of Swingline Borrowing sent to the Swingline
Lender by telecopy on the same day of the giving of such telephonic notice. On
the date of the requested Swingline Loan and subject to satisfaction of the
applicable conditions set forth in Article V. for such borrowing, the Swingline
Lender will make the proceeds of such Swingline Loan available to the Borrower
in Dollars, in immediately available funds, at the account specified by the
Borrower in the Notice of Swingline Borrowing, not later than 4:00 p.m. on such
date.

         (c)      Interest. Swingline Loans shall bear interest at a per annum
rate equal to the Base Rate plus the Applicable Margin for Base Rate Loans (or
at such other rate or rates as the Borrower and the Swingline Lender may agree
from time to time in writing). Interest payable on Swingline Loans is solely for
the account of the Swingline Lender. All accrued and unpaid interest on
Swingline Loans shall be payable on the dates and in the manner provided in
Section 2.6. with respect to interest on Base Rate Loans (except as the
Swingline Lender and the Borrower may otherwise agree in writing in connection
with any particular Swingline Loan).

         (d)      Swingline Loan Amounts, Etc. Each Swingline Loan shall be in
the minimum amount of $50,000 and integral multiples of $50,000 or such other
minimum amounts agreed to by the Swingline Lender and the Borrower. Any
voluntary prepayment of a Swingline Loan must be in integral multiples of
$50,000 or the aggregate principal amount of all outstanding Swingline Loans (or
such other minimum amounts upon which the Swingline Lender and the Borrower may
agree) and in connection with any such prepayment, the Borrower must give the

                                      33



Swingline Lender prior written notice thereof no later than 10:00 a.m. on the
date of such prepayment. The Swingline Loans shall, in addition to this
Agreement, be evidenced by the Swingline Note.

         (e)      Repayment and Participations of Swingline Loans. The Borrower
agrees to repay the entire outstanding principal amount of, and all accrued but
unpaid interest on, the Swingline Loans on the Revolving Termination Date (or
such earlier date as the Swingline Lender and the Borrower may agree in
writing). The Swingline Lender may, at any time and on behalf of the Borrower
(which hereby irrevocably directs the Swingline Lender to act on its behalf for
such purpose), request a borrowing of Base Rate Loans from the Revolving Lenders
in an amount equal to the principal balance of such Swingline Loan. The amount
limitations of Section 3.5.(a) shall not apply to any borrowing of Base Rate
Loans made pursuant to this subsection. The Swingline Lender shall give notice
to the Agent of any such borrowing of Base Rate Loans not later than 12:00 noon
on the proposed date of such borrowing and the Agent shall give prompt notice of
such borrowing to the Revolving Lenders. No later than 2:00 p.m. on such date,
each Revolving Lender will make available to the Agent at the Principal Office
for the account of Swingline Lender, in immediately available funds, the
proceeds of the Base Rate Loan to be made by such Revolving Lender. The Agent
shall pay the proceeds of such Base Rate Loans to the Swingline Lender, which
shall apply such proceeds to repay such Swingline Loan. At the time each
Swingline Loan is made, each Revolving Lender shall automatically (and without
any further notice or action) be deemed to have purchased from the Swingline
Lender, without recourse or warranty, an undivided interest and participation to
the extent of such Revolving Lender's Commitment Percentage in such Swingline
Loan. If the Revolving Lenders are prohibited from making Loans required to be
made under this subsection for any reason, including without limitation, the
occurrence of any Default or Event of Default described in Section 10.1.(f) or
10.1.(g), upon notice from the Agent or the Swingline Lender, each Revolving
Lender severally agrees to pay to the Agent for the account of the Swingline
Lender in respect of such participation the amount of such Revolving Lender's
Commitment Percentage of each outstanding Swingline Loan. If such amount is not
in fact made available to the Agent by any Revolving Lender, the Swingline
Lender shall be entitled to recover such amount on demand from such Revolving
Lender, together with accrued interest thereon for each day from the date of
demand thereof, at the Federal Funds Rate. If such Revolving Lender does not pay
such amount forthwith upon demand therefor by the Agent or the Swingline Lender,
and until such time as such Revolving Lender makes the required payment, the
Swingline Lender shall be deemed to continue to have outstanding Swingline Loans
in the amount of such unpaid participation obligation for all purposes of the
Loan Documents (other than those provisions requiring the other Revolving
Lenders to purchase a participation therein). Further, such Revolving Lender
shall be deemed to have assigned any and all payments made of principal and
interest on its Loans, and any other amounts due to it hereunder, to the
Swingline Lender to fund Swingline Loans in the amount of the participation in
Swingline Loans that such Revolving Lender failed to purchase pursuant to this
Section until such amount has been purchased (as a result of such assignment or
otherwise). A Revolving Lender's obligation to make payments in respect of a
participation in a Swingline Loan shall be absolute and unconditional and shall
not be affected by any circumstance whatsoever, including, without limitation,
(i) any claim of setoff, counterclaim, recoupment, defense or other right which
such Revolving Lender or any other Person may have or claim against the Agent,
the Swingline Lender or any other Person

                                      34



whatsoever, (ii) the occurrence or continuation of a Default or Event of Default
(including, without limitation, any of the Defaults or Events of Default
described in Sections 10.1.(f) or 10.1.(g)) or the termination of any Revolving
Lender's Revolving Commitment, (iii) the existence (or alleged existence) of an
event or condition which has had or could have a Material Adverse Effect, (iv)
any breach of any Loan Document by the Agent, any Revolving Lender or the
Borrower or (v) any other circumstance, happening or event whatsoever, whether
or not similar to any of the foregoing.

SECTION 2.5. LETTERS OF CREDIT.

         (a)      Letters of Credit. Subject to the terms and conditions of this
Agreement, the Agent agrees to issue for the account of the Borrower during the
period from and including the Effective Date to, but excluding, the date 30 days
prior to the Revolving Termination Date, one or more letters of credit (each a
"LETTER OF CREDIT") up to a maximum aggregate Stated Amount at any one time
outstanding not to exceed the L/C Commitment Amount.

         (b)      Terms of Letters of Credit. At the time of issuance, the
amount, form, terms and conditions of each Letter of Credit, and of any drafts
or acceptances thereunder, shall be subject to approval by the Agent and the
Borrower (which approval, in the case of each of the Borrower and the Agent,
shall not be unreasonably withheld). Notwithstanding the foregoing, in no event
may the expiration date of any Letter of Credit extend beyond the earlier of (i)
the date one year from its date of issuance or (ii) the Revolving Termination
Date; provided, however, a Letter of Credit may contain a provision providing
for the automatic extension of the expiration date in the absence of a notice of
non-renewal from the Agent but in no event shall any such provision permit the
extension of the expiration date of such Letter of Credit beyond the Revolving
Termination Date.

         (c)      Requests for Issuance of Letters of Credit. The Borrower shall
give the Agent written notice (or telephonic notice promptly confirmed in
writing) at least 5 Business Days prior to the requested date of issuance of a
Letter of Credit, such notice to describe in reasonable detail the proposed
terms of such Letter of Credit and the nature of the transactions or obligations
proposed to be supported by such Letter of Credit, and in any event shall set
forth with respect to such Letter of Credit the proposed (i) Stated Amount, (ii)
the beneficiary, and (iii) the expiration date. The Borrower shall also execute
and deliver such customary letter of credit application forms as requested from
time to time by the Agent. Provided the Borrower has given the notice prescribed
by the first sentence of this subsection and subject to the other terms and
conditions of this Agreement, including the satisfaction of any applicable
conditions precedent set forth in Article V., the Agent shall issue the
requested Letter of Credit on the requested date of issuance for the benefit of
the stipulated beneficiary. Upon the written request of the Borrower, the Agent
shall deliver to the Borrower a copy of each issued Letter of Credit within a
reasonable time after the date of issuance thereof. As between the Borrower, the
Agent and the Lenders, to the extent any term of a Letter of Credit Document is
inconsistent with a term of any Loan Document, the term of such Loan Document
shall control.

         (d)      Reimbursement Obligations. Upon receipt by the Agent from the
beneficiary of a Letter of Credit of any demand for payment under such Letter of
Credit, the Agent shall promptly notify the Borrower of the amount to be paid by
the Agent as a result of such demand

                                      35



and the date on which payment is to be made by the Agent to such beneficiary in
respect of such demand; provided, however, the Agent's failure to give, or delay
in giving, such notice shall not discharge the Borrower in any respect from the
applicable Reimbursement Obligation. The Borrower hereby unconditionally and
irrevocably agrees to pay and reimburse the Agent for the amount of each demand
for payment under such Letter of Credit on or prior to the date on which payment
is to be made by the Agent to the beneficiary thereunder, without presentment,
demand, protest or other formalities of any kind (other than notice as provided
in this subsection). Upon receipt by the Agent of any payment in respect of any
Reimbursement Obligation, the Agent shall promptly pay to each Revolving Lender
that has acquired a participation therein under the second sentence of Section
2.5.(i) such Revolving Lender's Commitment Percentage of such payment.

         (e)      Manner of Reimbursement. Upon its receipt of a notice referred
to in the immediately preceding subsection (d), the Borrower shall advise the
Agent whether or not the Borrower intends to borrow hereunder to finance its
obligation to reimburse the Agent for the amount of the related demand for
payment and, if it does, the Borrower shall submit a timely request for such
borrowing as provided in the applicable provisions of this Agreement. If the
Borrower fails to so advise the Agent, or if the Borrower fails to reimburse the
Agent for a demand for payment under a Letter of Credit by the date of such
payment, then (i) if the applicable conditions contained in Article V. would
permit the making of Revolving Loans, the Borrower shall be deemed to have
requested a borrowing of Revolving Loans (which shall be Base Rate Loans) in an
amount equal to the unpaid Reimbursement Obligation and the Agent shall give
each Revolving Lender prompt notice of the amount of the Revolving Loan to be
made available to the Agent not later than 2:00 p.m. and (ii) if such conditions
would not permit the making of Revolving Loans, the provisions of subsection (j)
of this Section shall apply. The limitations of Section 3.5.(a) shall not apply
to any borrowing of Base Rate Loans under this subsection.

         (f)      Effect of Letters of Credit on Revolving Commitments. Upon the
issuance by the Agent of any Letter of Credit and until such Letter of Credit
shall have expired or been terminated, the Revolving Commitment of each
Revolving Lender shall be deemed to be utilized for all purposes of this
Agreement in an amount equal to the product of (i) such Revolving Lender's
Commitment Percentage and (ii) the sum (without duplication) of (A) the Stated
Amount of such Letter of Credit plus (B) any related Reimbursement Obligations
then outstanding.

         (g)      Agent's Duties Regarding Letters of Credit; Unconditional
Nature of Reimbursement Obligations. In examining documents presented in
connection with drawings under Letters of Credit and making payments under such
Letters of Credit against such documents, the Agent shall only be required to
use the same standard of care as it uses in connection with examining documents
presented in connection with drawings under letters of credit in which it has
not sold participations and making payments under such letters of credit. The
Borrower assumes all risks of the acts and omissions of, or misuse of the
Letters of Credit by, the respective beneficiaries of such Letters of Credit. In
furtherance and not in limitation of the foregoing, neither the Agent nor any of
the Revolving Lenders shall be responsible for (i) the form, validity,
sufficiency, accuracy, genuineness or legal effects of any document submitted by

                                      36



any party in connection with the application for and issuance of or any drawing
honored under any Letter of Credit even if it should in fact prove to be in any
or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii)
the validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign any Letter of Credit, or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason; (iii) failure of the beneficiary of any
Letter of Credit to comply fully with conditions required in order to draw upon
such Letter of Credit; (iv) errors, omissions, interruptions or delays in
transmission or delivery of any messages, by mail, cable, telex, telecopy or
otherwise, whether or not they be in cipher; (v) errors in interpretation of
technical terms; (vi) any loss or delay in the transmission or otherwise of any
document required in order to make a drawing under any Letter of Credit, or of
the proceeds thereof; (vii) the misapplication by the beneficiary of any Letter
of Credit, or the proceeds of any drawing under any Letter of Credit; or (viii)
any consequences arising from causes beyond the control of the Agent or the
Lenders. None of the above shall affect, impair or prevent the vesting of any of
the Agent's rights or powers hereunder. The Agent shall have no liability to the
Borrower for any action taken or omitted to be taken by the Agent under or in
connection with any Letter of Credit except to the extent resulting from the
gross negligence or willful misconduct of the Agent as determined by a court of
competent jurisdiction in a final, non-appealable judgment. In this regard, the
obligation of the Borrower to reimburse the Agent for any drawing made under any
Letter of Credit shall be absolute, unconditional and irrevocable and shall be
paid strictly in accordance with the terms of this Agreement and any other
applicable Letter of Credit Document under all circumstances whatsoever,
including, without limitation, the following circumstances: (A) any lack of
validity or enforceability of any Letter of Credit Document or any term or
provisions therein; (B) any amendment or waiver of or any consent to departure
from all or any of the Letter of Credit Documents; (C) the existence of any
claim, setoff, defense or other right which the Borrower may have at any time
against the Agent, any Lender, any beneficiary of a Letter of Credit or any
other Person, whether in connection with this Agreement or the transactions
contemplated hereby or in the Letter of Credit Documents or any unrelated
transaction; (D) any breach of contract or dispute between the Borrower, the
Agent, any Lender or any other Person; (E) any demand, statement or any other
document presented under a Letter of Credit proving to be forged, fraudulent,
invalid or insufficient in any respect or any statement therein or made in
connection therewith being untrue or inaccurate in any respect whatsoever; (F)
any non-application or misapplication by the beneficiary of a Letter of Credit
of the proceeds of any drawing under such Letter of Credit; (G) payment by the
Agent under any Letter of Credit against presentation of a draft or certificate
which does not strictly comply with the terms of such Letter of Credit; and (H)
any other act, omission to act, delay or circumstance whatsoever that might, but
for the provisions of this Section, constitute a legal or equitable defense to
or discharge of the Borrower's Reimbursement Obligations. Notwithstanding
anything to the contrary contained in this Section or Section 12.9., but not in
limitation of the Borrower's unconditional obligation to reimburse the Agent for
any drawing made under a Letter of Credit as provided in this Section, the
Borrower shall have no obligation to indemnify the Agent or any Lender in
respect of any liability incurred by the Agent or such Lender to the extent
arising out of the gross negligence or willful misconduct of, respectively, the
Agent or such Lender in respect of a Letter of Credit as determined by a court
of competent jurisdiction in a final, non-appealable judgment. Nothing in this
Section shall affect any rights the Borrower may have with

                                      37



respect to the gross negligence or willful misconduct of the Agent with respect
to any Letter of Credit.

         (h)      Amendments, Etc. The issuance by the Agent of any amendment,
supplement or other modification to any Letter of Credit shall be subject to the
same conditions applicable under this Agreement to the issuance of new Letters
of Credit (including, without limitation, that the request therefor be made
through the Agent), and no such amendment, supplement or other modification
shall be issued unless either (i) the respective Letter of Credit affected
thereby would have complied with such conditions had it originally been issued
hereunder in such amended, supplemented or modified form or (ii) the Requisite
Revolving Lenders shall have consented thereto. In connection with any such
amendment, supplement or other modification, the Borrower shall pay the Fees, if
any, payable under the last sentence of Section 3.6.(b).

         (i)      Revolving Lenders' Participation in Letters of Credit.
Immediately upon the issuance by the Agent of any Letter of Credit each
Revolving Lender shall be deemed to have irrevocably and unconditionally
purchased and received from the Agent, without recourse or warranty, an
undivided interest and participation to the extent of such Revolving Lender's
Commitment Percentage of the liability of the Agent with respect to such Letter
of Credit, and each Revolving Lender thereby shall absolutely, unconditionally
and irrevocably assume, as primary obligor and not as surety, and shall be
unconditionally obligated to the Agent to pay and discharge when due, such
Revolving Lender's Commitment Percentage of the Agent's liability under such
Letter of Credit. In addition, upon the making of each payment by a Revolving
Lender to the Agent in respect of any Letter of Credit pursuant to the
immediately following subsection (j), such Revolving Lender shall, automatically
and without any further action on the part of the Agent or such Revolving
Lender, acquire (i) a participation in an amount equal to such payment in the
Reimbursement Obligation owing to the Agent by the Borrower in respect of such
Letter of Credit and (ii) a participation in a percentage equal to such
Revolving Lender's Commitment Percentage in any interest or other amounts
payable by the Borrower in respect of such Reimbursement Obligation (other than
the Fees payable to the Agent pursuant to the third and last sentences of
Section 3.6.(b)).

         (j)      Payment Obligation of Revolving Lenders. Each Revolving Lender
severally agrees to pay to the Agent on demand in immediately available funds in
Dollars the amount of such Revolving Lender's Commitment Percentage of each
drawing paid by the Agent under each Letter of Credit to the extent such amount
is not reimbursed by the Borrower as contemplated by Section 2.5.(d) or Section
2.5.(e); provided, however, that in respect of any drawing under any Letter of
Credit, the maximum amount that any Revolving Lender shall be required to fund,
whether as a Revolving Loan or as a participation, shall not exceed such
Revolving Lender's Commitment Percentage of such drawing. If the notice
referenced in the second sentence of Section 2.5.(e) is received by a Revolving
Lender not later than 11:00 a.m., then such Revolving Lender shall make such
payment available to the Agent not later than 2:00 p.m. on the date of demand
therefor; otherwise, such payment shall be made available to the Agent not later
than 1:00 p.m. on the next succeeding Business Day. Each such Revolving Lender's
obligation to make such payments to the Agent under this subsection, and the
Agent's right to receive the same, shall be absolute, irrevocable and
unconditional and shall not be affected in any way by any circumstance
whatsoever, including, without limitation, (i) the failure of any other

                                      38



Revolving Lender to make its payment under this subsection, (ii) the financial
condition of the Borrower or any other Loan Party, (iii) the existence of any
Default or Event of Default, including any Event of Default described in Section
10.1.(f) or 10.1.(g), or (iv) the termination of the Commitments. Each such
payment to the Agent shall be made without any offset, abatement, withholding or
deduction whatsoever.

         (k)      Information to Lenders. Upon the request of any Lender from
time to time, the Agent shall deliver to such Lender information reasonably
requested by such Lender with respect to each Letter of Credit then outstanding.
Other than as set forth in this subsection, the Agent shall have no duty to
notify the Lenders regarding the issuance or other matters regarding Letters of
Credit issued hereunder. The failure of the Agent to perform its requirements
under this subsection shall not relieve any Revolving Lender from its
obligations under Section 2.5.(j).

SECTION 2.6. RATES AND PAYMENT OF INTEREST ON LOANS.

         (a)      Rates. The Borrower promises to pay to the Agent for the
account of each Lender interest on the unpaid principal amount of each Loan made
by such Lender for the period from and including the date of the making of such
Loan to but excluding the date such Loan shall be paid in full, at the following
per annum rates:

                  (i)      during such periods as such Loan is a Base Rate Loan,
         at the Base Rate (as in effect from time to time) plus the Applicable
         Margin;

                  (ii)     during such periods as such Loan is a LIBOR Loan, at
         the Adjusted Eurodollar Rate for such Loan for the Interest Period
         therefor plus the Applicable Margin;

                  (iii)    if such Loan is an Absolute Rate Loan, at the
         Absolute Rate for such Loan, as applicable, for the Interest Period
         therefor quoted by the Lender making such Loan in accordance with
         Section 2.3.; and

                  (iv)     if such Loan is a LIBOR Margin Loan, at LIBOR for
         such Loan for the Interest Period therefor, plus (or minus) the LIBOR
         Margin quoted by the Lender making such Loan in accordance with Section
         2.3.

Notwithstanding the foregoing, during the continuance of an Event of Default,
the Borrower shall pay to the Agent for the account of each Lender interest at
the Post-Default Rate on the outstanding principal amount of any Loan made by
such Lender, on all due and unpaid Reimbursement Obligations and on any other
amount payable by the Borrower hereunder or under the Notes held by such Lender
to or for the account of such Lender (including, without limitation, accrued but
unpaid interest to the extent permitted under Applicable Law).

         (b)      Payment of Interest. Accrued and unpaid interest on each Loan
shall be payable (i) in the case of a Base Rate Loan, monthly in arrears on the
first day of each calendar month, (ii) in the case of a LIBOR Loan or a Bid Rate
Loan, in arrears on the last day of each Interest Period therefor, and, if such
Interest Period is longer than three months, at three-month intervals following
the first day of such Interest Period, and (iii) in the case of any Loan, in
arrears upon

                                      39



the payment, prepayment or Continuation thereof or the Conversion of such Loan
to a Loan of another Type (but only on the principal amount so paid, prepaid,
Continued or Converted). Interest payable at the Post-Default Rate shall be
payable from time to time on demand. Promptly after the determination of any
interest rate provided for herein or any change therein, the Agent shall give
notice thereof to the Lenders to which such interest is payable and to the
Borrower. All determinations by the Agent of an interest rate hereunder shall be
conclusive and binding on the Lenders and the Borrower for all purposes, absent
manifest error.

         (c)      Ratings Change. If the Applicable Margin shall change as a
result of a change in the Borrower's Credit Rating and then within a 90-day
period change back to the Applicable Margin in effect at the beginning of such
period as a result of another change in such Credit Rating, and (i) if the
initial change in the Applicable Margin was an increase, then the Borrower will
receive as a credit against its Obligations for the period during which the
increase existed (x) any incremental interest expense with respect to the Loans
the interest rate on which included the Applicable Margin and (y) any
incremental Facility Fee expense and (ii) if the initial change in the
Applicable Margin was a decrease, then the Borrower shall promptly pay to the
Agent for the ratable benefit of the Lenders for the period during which the
increase existed determined as if such decrease had not occurred (x) additional
interest with respect to the Loans the interest rate on which included the
Applicable Margin and (y) additional Facility Fees.

SECTION 2.7. NUMBER OF INTEREST PERIODS.

         There may be no more than (a) 8 different Interest Periods for
Revolving Loans that are LIBOR Loans, (b) 4 different Interest Periods for Bid
Rate Loans and (c) 1 Interest Period for the Three Year Term Loans and 1
Interest Period for the Five Year Term Loans, in each case, outstanding at the
same time (for which purpose Interest Periods described in different lettered
clauses of the definition of the term "Interest Period" shall be deemed to be
different Interest Periods even if they are coterminous).

SECTION 2.8. REPAYMENT OF LOANS.

         (a)      Revolving Loans. The Borrower shall repay the entire
outstanding principal amount of, and all accrued but unpaid interest on, the
Revolving Loans on the Revolving Termination Date.

         (b)      Term Loans. The Borrower shall repay the entire outstanding
principal amount of, and all accrued but unpaid interest on, (i) the Three Year
Term Loans on the Three Year Term Maturity Date and (ii) the Five Year Term
Loans on the Five Year Term Maturity Date.

         (c)      Bid Rate Loans. The Borrower shall repay the entire
outstanding principal amount of, and all accrued but unpaid interest on, each
Bid Rate Loan on the last day of the Interest Period of such Bid Rate Loan.

SECTION 2.9. PREPAYMENTS.

         (a)      Optional. Subject to Section 4.4., the Borrower may prepay any
Revolving Loan or Swingline Loan at any time without premium or penalty. Bid
Rate Loans may not be prepaid

                                      40



without the prior written consent of the Lender to whom such Bid Rate Loan is
owed. Three Year Term Loans may not be prepaid at the option of the Borrower
until one year has elapsed since the Effective Date. Thereafter, subject to
Section 4.4., the Borrower may prepay the Three Year Term Loans at any time
without premium or penalty. Five Year Term Loans may not be prepaid at the
option of the Borrower until two years have elapsed since the Effective Date.
Thereafter, subject to Section 4.4., the Borrower may prepay the Five Year Term
Loans at any time without premium or penalty. The Borrower shall give the Agent
at least one Business Day's prior written notice of the prepayment of any Loan.

         (b)      Mandatory. If at any time the aggregate principal amount of
all outstanding Revolving Loans, together with the aggregate amount of all
Letter of Credit Liabilities, the aggregate principal amount of all outstanding
Bid Rate Loans and the aggregate principal amount of all outstanding Swingline
Loans, exceeds the aggregate amount of the Revolving Commitments in effect at
such time, the Borrower shall immediately pay to the Agent for the accounts of
the Lenders the amount of such excess. Such payment shall be applied to pay all
amounts of principal outstanding on the Revolving Loans, Swingline Loans and any
due and unpaid Reimbursement Obligations pro rata in accordance with Section
3.2. and if any Letters of Credit are outstanding at such time, the remainder,
if any, shall be deposited into the Collateral Account for application to any
Reimbursement Obligations. If the Borrower is required to pay any outstanding
LIBOR Loans or Bid Rate Loans by reason of this Section prior to the end of the
applicable Interest Period therefor, the Borrower shall pay all amounts due
under Section 4.4.

SECTION 2.10. CONTINUATION.

         So long as no Event of Default shall exist, the Borrower may on any
Business Day, with respect to any LIBOR Loan, elect to maintain such LIBOR Loan
or any portion thereof as a LIBOR Loan by selecting a new Interest Period for
such LIBOR Loan. Each new Interest Period selected under this Section shall
commence on the last day of the immediately preceding Interest Period. Each
selection of a new Interest Period shall be made by the Borrower giving to the
Agent a Notice of Continuation not later than 11:00 a.m. on the third Business
Day prior to the date of any such Continuation. Such notice by the Borrower of a
Continuation shall be by telephone or telecopy, confirmed immediately in writing
if by telephone, in the form of a Notice of Continuation, specifying (a) the
proposed date of such Continuation, (b) the LIBOR Loans and portions thereof
subject to such Continuation and (c) the duration of the selected Interest
Period, all of which shall be specified in such manner as is necessary to comply
with all limitations on Loans outstanding hereunder. Each Notice of Continuation
shall be irrevocable by and binding on the Borrower once given. Promptly after
receipt of a Notice of Continuation, the Agent shall notify each Lender holding
any such Loan being Continued by telecopy, or other similar form of
transmission, of the proposed Continuation. If the Borrower shall fail to select
in a timely manner a new Interest Period for any LIBOR Loan in accordance with
this Section, or if an Event of Default shall exist at the end of the current
Interest Period of a LIBOR Loan, such Loan will automatically, on the last day
of the current Interest Period therefor, Convert into a Base Rate Loan
notwithstanding the first sentence of Section 2.11. or the Borrower's failure to
comply with any of the terms of such Section.

                                      41



SECTION 2.11. CONVERSION.

         The Borrower may on any Business Day, upon the Borrower's giving of a
Notice of Conversion to the Agent, Convert all or a portion of a Loan of one
Type into a Loan of another Type; provided, however, a Base Rate Loan may not be
converted to a LIBOR Loan if an Event of Default shall exist. Any Conversion of
a LIBOR Loan into a Base Rate Loan shall be made on, and only on, the last day
of an Interest Period for such LIBOR Loan and, upon Conversion of a Base Rate
Loan into a LIBOR Loan, the Borrower shall pay accrued interest to the date of
Conversion on the principal amount so Converted. Each such Notice of Conversion
shall be given not later than 11:00 a.m. on the date of any proposed Conversion
into Base Rate Loans and on the third Business Day prior to the date of any
proposed Conversion into LIBOR Loans. Promptly after receipt of a Notice of
Conversion, the Agent shall notify each Lender holding a Loan being Converted by
telecopy, or other similar form of transmission, of the proposed Conversion.
Subject to the restrictions specified above, each Notice of Conversion shall be
by telephone (confirmed immediately in writing) or telecopy in the form of a
Notice of Conversion specifying (a) the requested date of such Conversion, (b)
the Type of Loan to be Converted, (c) the portion of such Type of Loan to be
Converted, (d) the Type of Loan such Loan is to be Converted into and (e) if
such Conversion is into a LIBOR Loan, the requested duration of the Interest
Period of such Loan. Each Notice of Conversion shall be irrevocable by and
binding on the Borrower once given.

SECTION 2.12. NOTES.

         (a)      Revolving Note. The Revolving Loans made by each Revolving
Lender shall, in addition to this Agreement, also be evidenced by a promissory
note of the Borrower substantially in the form of Exhibit K (each a "REVOLVING
NOTE"), payable to the order of such Revolving Lender in a principal amount
equal to the amount of its Revolving Commitment as originally in effect and
otherwise duly completed.

         (b)      Three Year Term Note. The Three Year Terms Loans made by each
Three Year Term Lender shall, in addition to this Agreement, also be evidenced
by a promissory note of the Borrower substantially in the Form of Exhibit L
(each a "THREE YEAR TERM NOTE"), payable to the order of such Three Year Term
Lender and otherwise duly completed.

         (c)      Five Year Term Note. The Five Year Term Loans made by each
Five Year Term Lender shall, in addition to this Agreement, also be evidenced by
a promissory note of the Borrower substantially in the form of Exhibit M (each a
"FIVE YEAR TERM NOTE"), payable to the order of such Five Year Term Lender and
otherwise duly completed.

         (d)      Bid Rate Notes. The Bid Rate Loans made by any Revolving
Lender shall, in addition to this Agreement, also be evidenced by a promissory
note of the Borrower substantially in the form of Exhibit N (each a "BID RATE
NOTE"), payable to the order of such Revolving Lender and otherwise duly
completed.

         (e)      Records. The date, amount, interest rate, Type and duration of
Interest Periods (if applicable) of each Loan made by each Lender to the
Borrower, and each payment made on account of the principal thereof, shall be
recorded by such Lender on its books and such entries

                                      42



shall be binding on the Borrower, absent manifest error; provided, however, that
the failure of a Lender to make any such record shall not affect the obligations
of the Borrower under any of the Loan Documents.

         (f)      Lost, Stolen, Destroyed or Mutilated Notes. Upon receipt by
the Borrower of (i) written notice from a Lender that a Note of such Lender has
been lost, stolen, destroyed or mutilated, and (ii) (A) in the case of loss,
theft or destruction, an unsecured agreement of indemnity from such Lender in
form reasonably satisfactory to the Borrower, or (B) in the case of mutilation,
upon surrender and cancellation of such Note, the Borrower shall at the expense
of such Lender execute and deliver to such Lender a new Note dated the date of
such lost, stolen, destroyed or mutilated Note.

SECTION 2.13. VOLUNTARY REDUCTIONS OF THE REVOLVING COMMITMENTS.

         The Borrower shall have the right to terminate or reduce the aggregate
unused amount of the Revolving Commitments (for which purpose use of the
Revolving Commitments shall be deemed to include the aggregate amount of Letter
of Credit Liabilities and the aggregate principal amount of all outstanding
Swingline Loans and Bid Rate Loans) at any time and from time to time without
penalty or premium upon not less than 5 Business Days prior written notice to
the Agent of each such termination or reduction, which notice shall specify the
effective date thereof and the amount of any such reduction and shall be
irrevocable once given and effective only upon receipt by the Agent; provided,
however, (i) no reduction of the Revolving Commitments shall be permitted if
such reduction would result in a violation of Section 2.16. and (ii) if the
Borrower seeks to reduce the aggregate amount of the Revolving Commitments below
$150,000,000, then the Revolving Commitments, the L/C Commitment and the
Swingline Commitment shall all automatically and permanently be reduced to zero.
The Agent will promptly transmit such notice to each Revolving Lender and Term
Lender. The Revolving Commitments, once terminated or reduced may not be
increased or reinstated.

SECTION 2.14. EXTENSION OF REVOLVING TERMINATION DATE.

         The Borrower shall have the right, exercisable one time, to extend the
Revolving Termination Date for one year. The Borrower may exercise such right
only by executing and delivering to the Agent at least 90 days but not more than
180 days prior to the current Revolving Termination Date, a written request for
such extension (an "EXTENSION REQUEST"). The Agent shall forward to each
Revolving Lender and Term Lender a copy of the Extension Request delivered to
the Agent promptly upon receipt thereof. Subject to satisfaction of the
following conditions, the Revolving Termination Date shall be extended for one
year: (a) immediately prior to such extension and immediately after giving
effect thereto, (i) no Default or Event of Default shall exist and (ii) the
representations and warranties made or deemed made by the Borrower and each
other Loan Party in the Loan Documents to which any of them is a party shall be
true and correct on and as of the date of such extension with the same force and
effect as if made on and as of such date except to the extent that such
representations and warranties expressly relate solely to an earlier date (in
which case such representations and warranties shall have been true and accurate
on and as of such earlier date) and (b) the Borrower shall have paid the Fees
payable under Section 3.6.(c).

                                      43



SECTION 2.15. EXPIRATION OR MATURITY DATE OF LETTERS OF CREDIT PAST REVOLVING
              TERMINATION DATE.

         If on the date the Revolving Commitments are terminated or reduced to
zero (whether voluntarily, by reason of the occurrence of an Event of Default or
otherwise), there are any Letters of Credit outstanding hereunder, the Borrower
shall, on such date, pay to the Agent an amount of money equal to the Stated
Amount of such Letter(s) of Credit for deposit into the Collateral Account.

SECTION 2.16. AMOUNT LIMITATIONS.

         Notwithstanding any other term of this Agreement or any other Loan
Document, no Lender shall be required to make a Loan (nor shall any Bid Loan be
made), the Agent shall not be required to issue a Letter of Credit and no
reduction of the Revolving Commitments pursuant to Section 2.13. shall take
effect, if immediately after the making of such Loan, the issuance of such
Letter of Credit or such reduction in the Revolving Commitments:

         (a)      the aggregate principal amount of all outstanding Revolving
Loans, together with the aggregate principal amount of all outstanding Bid Rate
Loans, the aggregate principal amount of all outstanding Swingline Loans and the
aggregate amount of all Letter of Credit Liabilities, would exceed the aggregate
amount of the Revolving Commitments at such time; or

         (b)      the aggregate principal amount of all outstanding Bid Rate
Loans would exceed 50% of the aggregate amount of the Revolving Commitments at
such time.

SECTION 2.17. INCREASE OF REVOLVING COMMITMENTS.

         With the prior consent of the Agent, the Borrower shall have the right
at any time and from time to time to request increases in the aggregate amount
of the Revolving Commitments (provided that after giving effect to any increases
in the Revolving Commitments pursuant to this Section, the aggregate amount of
the Revolving Commitments may not exceed $500,000,000) by providing written
notice to the Agent, which notice shall be irrevocable once given. Each such
increase in the Revolving Commitments must be in an aggregate minimum amount of
$10,000,000 and integral multiples of $1,000,000 in excess thereof. No Revolving
Lender shall be required to increase its Revolving Commitment and any new
Revolving Lender becoming a party to this Agreement in connection with any such
requested increase must be an Eligible Assignee. If a new Revolving Lender
becomes a party to this Agreement, or if any existing Revolving Lender agrees to
increase its Revolving Commitment, such Revolving Lender shall on the date it
becomes a Revolving Lender hereunder (or increases its Revolving Commitment, in
the case of an existing Revolving Lender) (and as a condition thereto) purchase
from the other Revolving Lenders its Commitment Percentage (as determined after
giving effect to the increase of Revolving Commitments) of any outstanding
Revolving Loans and Letter of Credit Liabilities, by making available to the
Agent for the account of such other Revolving Lenders at the Principal Office,
in same day funds, an amount equal to the sum of (A) the portion of the
outstanding principal amount of such Revolving Loans to be purchased by such
Revolving Lender plus (B) the aggregate amount of payments previously made by
the other Revolving Lenders under Section 2.5.(j) which have not been repaid
plus (C) interest accrued and unpaid to

                                      44



and as of such date on such portion of the outstanding principal amount of such
Revolving Loans. The Borrower shall pay to the Revolving Lenders amounts
payable, if any, to such Revolving Lenders under Section 4.4. as a result of the
prepayment of any such Revolving Loans. In connection with any increase of the
Revolving Commitments effected under this Section, (i) the Borrower shall
deliver to the Agent such certificates, documents and opinions as the Agent on
behalf of the Lenders may reasonably request to evidence the Borrower's
corporate authority to request such increase and each Guarantor's corporate
authority to guarantee such increase and (ii) (A) the Borrower shall certify to
any Person to become a Revolving Lender or any Revolving Lender increasing the
amount of its Revolving Commitment whether (x) a Default or Event of Default
exists on the effective date of such increase and (y) any representation or
warranty made or deemed made by the Borrower or any other Loan Party in any Loan
Document to which any such Loan Party is a party is not true or correct on the
effective date of such increase (except for representations or warranties which
expressly relate solely to an earlier date) and (B) if a Default or Event of
Default exists or any such representation or warranty is not true or correct on
the effective date of such increase, any Person to become a Revolving Lender or
any Revolving Lender to increase the amount of its Revolving Commitment may in
its sole discretion elect not to do so. In connection with any increase in the
aggregate amount of the Revolving Commitments pursuant to this subsection, (a)
any Revolving Lender becoming a party hereto shall execute such documents and
agreements as the Agent may reasonably request and (b) the Borrower shall make
appropriate arrangements so that each new Revolving Lender, and any existing
Revolving Lender increasing its Revolving Commitment, receives a new or
replacement Note, as appropriate, in the amount of such Revolving Lender's
Revolving Commitment within 2 Business Days of the effectiveness of the
applicable increase in the aggregate amount of Revolving Commitments.

            ARTICLE III. PAYMENTS, FEES AND OTHER GENERAL PROVISIONS

SECTION 3.1. PAYMENTS.

         (a)      Generally. Except to the extent otherwise provided herein, all
payments of principal, interest and other amounts to be made by the Borrower
under this Agreement or any other Loan Document shall be made in Dollars, in
immediately available funds, without deduction, set-off or counterclaim, to the
Agent at its Principal Office, not later than 2:00 p.m. on the date on which
such payment shall become due (each such payment made after such time on such
due date to be deemed to have been made on the next succeeding Business Day).
Subject to Section 10.3., the Borrower may, at the time of making each payment
under this Agreement or any Note, specify to the Agent the amounts payable by
the Borrower hereunder to which such payment is to be applied and if the
Borrower fails to so specify, any such payment shall be applied as provided in
the immediately following subsection (b). Each payment received by the Agent for
the account of a Lender under this Agreement or any Note shall be paid to such
Lender at the applicable Lending Office of such Lender no later than 5:00 p.m.
on the date of receipt. If the Agent fails to pay such amount to a Lender as
provided in the previous sentence, the Agent shall pay interest on such amount
until paid at a rate per annum equal to the Federal Funds Rate from time to time
in effect. If the due date of any payment under this Agreement or any other Loan
Document would otherwise fall on a day which is not a Business Day such date
shall be

                                      45



extended to the next succeeding Business Day and interest shall be payable for
the period of such extension.

         (b)      Order of Application of Principal Payments. Subject to Section
10.3., if at the time of the making of any principal payment hereunder the
Borrower fails to specify to which amounts such principal payment is to be
applied, such principal payment shall be applied in the following order and
priority: first, to the Swingline Loans; second, to the Revolving Loans; third,
to the then outstanding Bid Rate Loans to the extent such Bid Rate Loans are
then due and payable or may be prepaid pursuant to Section 2.9.; fourth, to the
Three Year Term Loans, to the extent such Three Year Term Loans may be prepaid
pursuant to Section 2.9.; and fifth, to the Five Year Term Loans, to the extent
such Five Year Term Loans may be prepaid pursuant to Section 2.9.

SECTION 3.2. PRO RATA TREATMENT.

         Except to the extent otherwise provided herein:

         (a)      each borrowing of Revolving Loans under Section 2.1.(a),
2.4.(e) and 2.5.(e) shall be made from the Revolving Lenders, each payment of
the Fees under Section 3.6.(a), the first sentence of Section 3.6.(b) and
Section 3.6.(c) shall be made for the account of the Revolving Lenders, and each
termination or reduction of the amount of the Revolving Commitments under
Section 2.13. shall be applied to the respective Revolving Commitments of the
Revolving Lenders, pro rata according to the amounts of their respective
Revolving Commitments;

         (b)      each payment or prepayment of principal of Revolving Loans by
the Borrower shall be made for the account of the Revolving Lenders pro rata in
accordance with the respective unpaid principal amounts of the Revolving Loans
held by them, provided that if immediately prior to giving effect to any such
payment in respect of any Revolving Loans the outstanding principal amount of
the Revolving Loans shall not be held by the Revolving Lenders pro rata in
accordance with their respective Revolving Commitments in effect at the time
such Loans were made, then such payment shall be applied to the Revolving Loans
in such manner as shall result, as nearly as is practicable, in the outstanding
principal amount of the Revolving Loans being held by the Revolving Lenders pro
rata in accordance with their respective Revolving Commitments;

         (c)      each payment of interest on Revolving Loans by the Borrower
shall be made for the account of the Revolving Lenders pro rata in accordance
with the amounts of interest on such Loans then due and payable to the
respective Revolving Lenders;

         (d)      the making of Three Year Term Loans under Section 2.2.(a) and
the making of Five Year Term Loans under Section 2.2.(b) shall be made from the
applicable Term Lenders, pro rata according to the amounts of their respective
applicable Term Commitments;

         (e)      each payment or prepayment of principal of Three Year Term
Loans or Five Year Term Loans by the Borrower shall be made for the account of
the applicable Term Lenders pro rata in accordance with the respective unpaid
principal amounts of the applicable Term Loans held by them;

                                      46



         (f)      each payment of interest on Three Year Term Loans or Five Year
Term Loans by the Borrower shall be made for the account of the applicable Term
Lenders pro rata in accordance with the amounts of interest on the applicable
Term Loans then due and payable to the respective applicable Term Lenders;

         (g)      the Conversion and Continuation of Revolving Loans or Term
Loans of a particular Type (other than Conversions provided for by Section 4.5.)
shall be made pro rata among the applicable Lenders holding such Loans according
to the amounts of their respective Loans and the then current Interest Period
for each Lender's portion of each Loan of such Type shall be coterminous;

         (h)      the Revolving Lenders' participation in, and payment
obligations in respect of, Letters of Credit under Section 2.5., shall be pro
rata in accordance with their respective Revolving Commitments; and

         (i)      the Revolving Lenders' participation in, and payment
obligations in respect of, Swingline Loans under Section 2.4., shall be pro rata
in accordance with their respective Revolving Commitments.

All payments of principal, interest, fees and other amounts in respect of the
Swingline Loans shall be for the account of the Swingline Lender only (except to
the extent any Lender shall have acquired a participating interest in any such
Swingline Loan pursuant to Section 2.4.(e), in which case such payments shall be
pro rata in accordance with such participating interests).

SECTION 3.3. SHARING OF PAYMENTS, ETC.

         If a Lender shall obtain payment of any principal of, or interest on,
any Loan made by it to the Borrower under this Agreement, or shall obtain
payment on any other Obligation owing by the Borrower or other Loan Party
through the exercise of any right of set-off, banker's lien or counterclaim or
similar right or otherwise or through voluntary prepayments directly to a Lender
or other payments made by the Borrower to a Lender not in accordance with the
terms of this Agreement and such payment should be distributed to the Lenders
pro rata in accordance with Section 3.2. or Section 10.3., as applicable, such
Lender shall promptly purchase from the other Lenders participations in (or, if
and to the extent specified by such Lender, direct interests in) the Loans made
by the other Lenders or other Obligations owed to such other Lenders in such
amounts, and make such other adjustments from time to time as shall be
equitable, to the end that all the Lenders shall share the benefit of such
payment (net of any reasonable expenses which may be incurred by such Lender in
obtaining or preserving such benefit) pro rata in accordance with Section 3.2.
or Section 10.3., as applicable. To such end, all the Lenders shall make
appropriate adjustments among themselves (by the resale of participations sold
or otherwise) if such payment is rescinded or must otherwise be restored. The
Borrower agrees that any Lender so purchasing a participation (or direct
interest) in the Loans or other Obligations owed to such other Lenders pursuant
to this Section may exercise all rights of set-off, banker's lien, counterclaim
or similar rights with respect to such participation as fully as if such Lender
were a direct holder of Loans in the amount of such participation. Nothing
contained herein shall require any Lender to exercise any such right or shall
affect the right of any Lender to exercise,

                                      47



and retain the benefits of exercising, any such right with respect to any other
indebtedness or obligation of the Borrower.

SECTION 3.4. SEVERAL OBLIGATIONS.

         No Lender shall be responsible for the failure of any other Lender to
make a Loan or to perform any other obligation to be made or performed by such
other Lender hereunder, and the failure of any Lender to make a Loan or to
perform any other obligation to be made or performed by it hereunder shall not
relieve the obligation of any other Lender to make any Loan or to perform any
other obligation to be made or performed by such other Lender.

SECTION 3.5. MINIMUM AMOUNTS.

         (a)      Borrowings and Conversions. Except as otherwise provided in
Sections 2.4.(e) and 2.5.(e), each borrowing of Base Rate Loans shall be in an
aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in
excess thereof. Each borrowing and each Conversion of LIBOR Loans shall be in an
aggregate minimum amount of $2,000,000 and integral multiples of $1,000,000 in
excess of that amount.

         (b)      Prepayments. Each voluntary prepayment of Revolving Loans
shall be in an aggregate minimum amount of $1,000,000 and integral multiples of
$100,000 in excess thereof (or, if less, the aggregate principal amount of Loans
then outstanding). Each voluntary prepayment of Term Loans shall be in an
aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in
excess thereof (or, if less, the aggregate principal amount of Three Year Term
Loans or Five Year Term Loans, as applicable, then outstanding).

         (c)      Reductions of Revolving Commitments. Each reduction of the
Revolving Commitments under Section 2.13. shall be in an aggregate minimum
amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof.

         (d)      Letters of Credit. The initial Stated Amount of each Letter of
Credit shall be at least $50,000.

SECTION 3.6. FEES.

         (a)      Revolving Facility Fees. The Borrower agrees to pay to the
Agent for the account of each Revolving Lender a facility fee equal to the
average daily amount of the Revolving Commitment of such Revolving Lender
(whether or not utilized) times the Facility Fee for the period from and
including the Agreement Date to but excluding the date such Revolving Commitment
is terminated or reduced to zero or the Revolving Termination Date, such fee to
be paid in arrears on (i) the last day of March, June, September and December in
each year, (ii) the date of each reduction in the Revolving Commitments (but
only on the amount of the reduction) and (iii) on the Revolving Termination
Date.

         (b)      Letter of Credit Fees. The Borrower agrees to pay to the Agent
for the account of each Revolving Lender a letter of credit fee at a rate per
annum equal to the Applicable Margin for LIBOR Loans times the daily average
Stated Amount of each Letter of Credit for the period

                                      48



from and including the date of issuance of such Letter of Credit (x) through and
including the date such Letter of Credit expires or is terminated or (y) to but
excluding the date such Letter of Credit is drawn in full. The fees provided for
in the immediately preceding sentence shall be nonrefundable and payable in
arrears on (i) the last day of March, June, September and December in each year,
(ii) the Revolving Termination Date, (iii) the date the Revolving Commitments
are terminated or reduced to zero and (iv) following the occurrence of the
events referred to in either the preceding clause (ii) or (iii), from time to
time on demand of the Agent. In addition, the Borrower shall pay to the Agent
for its own account and not the account of any Revolving Lender, an issuance fee
in respect of each Letter of Credit equal to the greater of (i) $500 or (ii)
one-eighth of one percent (0.125%) of the initial Stated Amount of such Letter
of Credit upon issuance. The fee provided for in the immediately preceding
sentence shall be nonrefundable and payable upon issuance. The Borrower shall
pay directly to the Agent from time to time on demand all commissions, charges,
costs and expenses in the amounts customarily charged by the Agent from time to
time in like circumstances with respect to the issuance of each Letter of
Credit, drawings, amendments and other transactions relating thereto.

         (c)      Extension Fee. If the Borrower exercises its right to extend
the Revolving Termination Date in accordance with Section 2.14., the Borrower
agrees to pay to the Agent for the account of each Revolving Lender a fee equal
to one-fifth of one percent (0.20%) of the amount of such Revolving Lender's
Revolving Commitment (whether or not utilized) at the time of such extension.
Such fee shall be due and payable in full on the date the Agent receives the
Extension Request.

         (d)      Administrative and Other Fees. The Borrower agrees to pay the
administrative and other fees of the Agent as may be agreed to in writing by the
Borrower and the Agent from time to time.

SECTION 3.7. COMPUTATIONS.

         Unless otherwise expressly set forth herein, any accrued interest on
any Loan, any Fees or any other Obligations due hereunder shall be computed on
the basis of a year of 360 days and the actual number of days elapsed, except in
the case of Base Rate Loans which shall be computed on the basis of a year of
365 or 366 days, as applicable, and the actual number of days elapsed.

SECTION 3.8. USURY.

         In no event shall the amount of interest due or payable on the Loans or
other Obligations exceed the maximum rate of interest allowed by Applicable Law
and, if any such payment is paid by the Borrower or any other Loan Party or
received by any Lender, then such excess sum shall be credited as a payment of
principal, except to the extent the payment thereof as principal would result in
the payment of amounts under Section 4.4., in which case such amount shall be
paid to the Borrower or whomever else may be legally entitled thereto. It is the
express intent of the parties hereto that the Borrower not pay and the Lenders
not receive, directly or indirectly, in any manner whatsoever, interest in
excess of that which may be lawfully paid by the Borrower under Applicable Law.

                                      49



SECTION 3.9. AGREEMENT REGARDING INTEREST AND CHARGES.

         The parties hereto hereby agree and stipulate that the only charge
imposed upon the Borrower for the use of money in connection with this Agreement
is and shall be the interest specifically described in Section 2.6.(a)(i)
through (iv) and in Section 2.4.(c). Notwithstanding the foregoing, the parties
hereto further agree and stipulate that all agency fees, syndication fees,
facility fees, closing fees, letter of credit fees, underwriting fees, default
charges, late charges, funding or "breakage" charges, increased cost charges,
attorneys' fees and reimbursement for costs and expenses paid by the Agent or
any Lender to third parties or for damages incurred by the Agent or any Lender,
in each case in connection with the transactions contemplated by this Agreement
and the other Loan Documents, are charges made to compensate the Agent or any
such Lender for underwriting or administrative services and costs or losses
performed or incurred, and to be performed or incurred, by the Agent and the
Lenders in connection with this Agreement and shall under no circumstances be
deemed to be charges for the use of money. All charges other than charges for
the use of money shall be fully earned and nonrefundable when due.

SECTION 3.10. STATEMENTS OF ACCOUNT.

         The Agent will account to the Borrower monthly with a statement of
Loans, Letters of Credit, accrued interest and Fees, charges and payments made
pursuant to this Agreement and the other Loan Documents, and such account
rendered by the Agent shall be deemed conclusive upon Borrower absent manifest
error. The failure of the Agent to deliver such a statement of accounts shall
not relieve or discharge the Borrower from any of its obligations hereunder.

SECTION 3.11. DEFAULTING LENDERS.

         (a)      Generally. If for any reason any Lender (a "DEFAULTING
LENDER") shall fail or refuse to perform any of its obligations under this
Agreement or any other Loan Document to which it is a party within the time
period specified for performance of such obligation or, if no time period is
specified, if such failure or refusal continues for a period of two Business
Days after notice from the Agent, then, in addition to the rights and remedies
that may be available to the Agent or the Borrower under this Agreement or
Applicable Law, such Defaulting Lender's right to participate in the
administration of the Loans, this Agreement and the other Loan Documents,
including, without limitation, any right to vote in respect of, to consent to or
to direct any action or inaction of the Agent or to be taken into account in the
calculation of the Requisite Lenders, shall be suspended during the pendency of
such failure or refusal. If a Lender is a Defaulting Lender because it has
failed to make timely payment to the Agent of any amount required to be paid to
the Agent hereunder (without giving effect to any notice or cure periods), in
addition to other rights and remedies which the Agent or the Borrower may have
under the immediately preceding provisions or otherwise, the Agent shall be
entitled (i) to collect interest from such Defaulting Lender on such delinquent
payment for the period from the date on which the payment was due until the date
on which the payment is made, at the Federal Funds Rate, (ii) to withhold or
setoff and to apply in satisfaction of the defaulted payment and any related
interest, any amounts otherwise payable to such Defaulting Lender under this
Agreement or any other Loan Document and (iii) to bring an action or suit
against such Defaulting Lender in a court of competent jurisdiction to recover
the defaulted amount and any related interest. Any

                                      50



amounts received by the Agent in respect of a Defaulting Lender's Loans shall
not be paid to such Defaulting Lender and shall be held uninvested by the Agent
and either applied against the purchase price of such Loans under the following
subsection (b) or paid to such Defaulting Lender upon the Defaulting Lender's
curing of its default.

         (b)      Purchase or Cancellation of Defaulting Lender's Revolving
Commitment. Any Lender who is not a Defaulting Lender shall have the right, but
not the obligation, in its sole discretion, to acquire all of a Defaulting
Lender's Revolving Commitment. Any Lender desiring to exercise such right shall
give written notice thereof to the Agent and the Borrower no sooner than 2
Business Days and not later than 5 Business Days after such Defaulting Lender
became a Defaulting Lender. If more than one Lender exercises such right, each
such Lender shall have the right to acquire an amount of such Defaulting
Lender's Revolving Commitment in proportion to the Revolving Commitments of the
other Lenders exercising such right. If after such 5th Business Day, the Lenders
have not elected to purchase all of the Revolving Commitment of such Defaulting
Lender, then the Borrower may, by giving written notice thereof to the Agent,
such Defaulting Lender and the other Lenders, either (i) demand that such
Defaulting Lender assign its Revolving Commitment to an Eligible Assignee
subject to and in accordance with the provisions of Section 12.5.(d) for the
purchase price provided for below or (ii) terminate the Revolving Commitment of
such Defaulting Lender, whereupon such Defaulting Lender shall no longer be a
party hereto or have any rights or obligations hereunder or under any of the
other Loan Documents. No party hereto shall have any obligation whatsoever to
initiate any such replacement or to assist in finding an Eligible Assignee. Upon
any such purchase or assignment, the Defaulting Lender's interest in the
Revolving Loans and its rights hereunder with respect thereto (but not its
liability in respect thereof or under the Loan Documents or this Agreement to
the extent the same relate to the period prior to the effective date of the
purchase) shall terminate on the date of purchase, and the Defaulting Lender
shall promptly execute all documents reasonably requested to surrender and
transfer such interest to the purchaser or assignee thereof, including an
appropriate Assignment and Acceptance Agreement and, notwithstanding Section
12.5.(d), shall pay to the Agent an assignment fee in the amount of $7,000. The
purchase price for the Revolving Commitment of a Defaulting Lender shall be
equal to the amount of the principal balance of the Revolving Loans outstanding
and owed by the Borrower to the Defaulting Lender. Prior to payment of such
purchase price to a Defaulting Lender, the Agent shall apply against such
purchase price any amounts retained by the Agent pursuant to the last sentence
of the immediately preceding subsection (a). The Defaulting Lender shall be
entitled to receive amounts owed to it by the Borrower under the Loan Documents
which accrued prior to the date of the default by the Defaulting Lender, to the
extent the same are received by the Agent from or on behalf of the Borrower.
There shall be no recourse against any Lender or the Agent for the payment of
such sums except to the extent of the receipt of payments from any other party
or in respect of the Loans.

SECTION 3.12. TAXES.

         (a)      Taxes Generally. All payments by the Borrower of principal of,
and interest on, the Loans and all other Obligations shall be made free and
clear of and without deduction for any present or future excise, stamp or other
taxes, fees, duties, levies, imposts, charges, deductions, withholdings or other
charges of any nature whatsoever imposed by any taxing authority, but excluding
(i) franchise taxes, (ii) any taxes (other than withholding taxes) with respect
to the

                                      51



Agent or a Lender that would not be imposed but for a connection between the
Agent or such Lender and the jurisdiction imposing such taxes (other than a
connection arising solely by virtue of the activities of the Agent or such
Lender pursuant to or in respect of this Agreement or any other Loan Document),
(iii) any taxes imposed on or measured by any Lender's assets, net income, gross
receipts or branch profits, (iv) any withholding taxes payable with respect to
payments hereunder or under any other Loan Document under Applicable Law as
currently interpreted and applied as of the Agreement Date, and (v) any taxes
arising after the Agreement Date solely as a result of or attributable to a
Lender changing its designated Lending Office after the date such Lender becomes
a party hereto (such non-excluded items being collectively called "TAXES"). If
any withholding or deduction from any payment to be made by the Borrower
hereunder is required in respect of any Taxes pursuant to any Applicable Law,
then the Borrower will:

                  (i)      pay directly to the relevant Governmental Authority
         the full amount required to be so withheld or deducted prior to the
         date the same would become delinquent;

                  (ii)     promptly forward to the Agent an official receipt or
         other documentation satisfactory to the Agent evidencing such payment
         to such Governmental Authority; and

                  (iii)    without duplication of amounts paid pursuant to the
         immediately preceding clause (i), pay to the Agent for its account or
         the account of the applicable Lender, as the case may be, such
         additional amount or amounts as is necessary to ensure that the net
         amount actually received by the Agent or such Lender will equal the
         full amount that the Agent or such Lender would have received had no
         such withholding or deduction been required.

         (b)      Tax Indemnification. If the Borrower fails to pay any Taxes
when due to the appropriate Governmental Authority or fails to remit to the
Agent, for its account or the account of the respective Lender, as the case may
be, the required receipts or other required documentary evidence, the Borrower
shall indemnify the Agent and the Lenders for any incremental Taxes, interest or
penalties that may become payable by the Agent or any Lender as a result of any
such failure. For purposes of this Section, a distribution hereunder by the
Agent or any Lender to or for the account of any Lender shall be deemed a
payment by the Borrower.

         (c)      Tax Forms. Prior to the date that any Lender or Participant
organized under the laws of a jurisdiction outside the United States of America
becomes a party hereto, such Person shall deliver to the Borrower and the Agent
such certificates, documents or other evidence, as required by the Internal
Revenue Code or Treasury Regulations issued pursuant thereto (including Internal
Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor
forms), properly completed, currently effective and duly executed by such Lender
or Participant establishing that payments to it hereunder and under the Notes
are (i) not subject to United States Federal backup withholding tax and (ii) not
subject to United States Federal withholding tax imposed under the Internal
Revenue Code. Each such Lender or Participant shall, to the extent it may
lawfully do so, (x) deliver further copies of such forms or other appropriate
certifications on or before the date that any such forms expire or become
obsolete

                                      52



and after the occurrence of any event requiring a change in the most recent form
delivered to the Borrower or the Agent and (y) obtain such extensions of the
time for filing, and renew such forms and certifications thereof, as may be
reasonably requested by the Borrower or the Agent. The Borrower shall not be
required to pay any amount pursuant to last sentence of subsection (a) above (or
in respect thereof, under subsection (b) above) to any Lender or Participant
that is organized under the laws of a jurisdiction outside of the United States
of America or the Agent, if it is organized under the laws of a jurisdiction
outside of the United States of America, if such Lender, Participant or the
Agent, as applicable, fails to comply with the requirements of this subsection.
If any such Lender or Participant, to the extent it may lawfully do so, fails to
deliver the above forms or other documentation, then the Agent may withhold from
any payments to be made to such Lender under any of the Loan Documents such
amounts as are required by the Internal Revenue Code. If any Governmental
Authority asserts that the Agent did not properly withhold or backup withhold,
as the case may be, any tax or other amount from payments made to or for the
account of any Lender, such Lender shall indemnify the Agent therefor, including
all penalties and interest, any taxes imposed by any jurisdiction on the amounts
payable to the Agent under this Section, and costs and expenses (including all
reasonable fees and disbursements of any law firm or other external counsel and
the allocated cost of internal legal services and all disbursements of internal
counsel) of the Agent. The obligation of the Lenders under this Section shall
survive the termination of the Commitments, repayment of all Obligations and the
resignation or replacement of the Agent.

                       ARTICLE IV. YIELD PROTECTION, ETC.

SECTION 4.1. ADDITIONAL COSTS; CAPITAL ADEQUACY.

         (a)      Additional Costs. The Borrower shall promptly pay to the Agent
for the account of a Lender from time to time such amounts as such Lender may
reasonably determine to be necessary to compensate such Lender for any costs
incurred by such Lender that it determines are attributable to its making or
maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans
hereunder, any reduction in any amount receivable by such Lender under this
Agreement or any of the other Loan Documents in respect of any of such Loans or
such obligation or the maintenance by such Lender of capital in respect of its
Loans or its Commitment (such increases in costs and reductions in amounts
receivable being herein called "ADDITIONAL COSTS"), to the extent resulting from
any Regulatory Change that: (i) changes the basis of taxation of any amounts
payable to such Lender under this Agreement or any of the other Loan Documents
in respect of any of such Loans or its Commitment (other than taxes, fees,
duties, levies, imposts, charges, deductions, withholdings or other charges
which are excluded from the definition of Taxes pursuant to the first sentence
of Section 3.12.(a) or payable as a result of failing to deliver forms required
by Section 3.12(c)); or (ii) imposes or modifies any reserve, special deposit or
similar requirements (other than Regulation D of the Board of Governors of the
Federal Reserve System or other reserve requirement to the extent utilized in
the determination of the Adjusted Eurodollar Rate for such Loan) relating to any
extensions of credit or other assets of, or any deposits with or other
liabilities of, such Lender, or any commitment of such Lender (including,
without limitation, the Commitment of such Lender hereunder); or (iii) has or
would have the effect of reducing the rate of return on capital of such Lender
to a level below that which such Lender could have achieved but for such
Regulatory Change (taking into consideration such Lender's policies with respect
to capital adequacy).

                                      53



         (b)      Lender's Suspension of LIBOR Loans. Without limiting the
effect of the provisions of the immediately preceding subsection (a), if, by
reason of any Regulatory Change, any Lender either (i) incurs Additional Costs
based on or measured by the excess above a specified level of the amount of a
category of deposits or other liabilities of such Lender that includes deposits
by reference to which the interest rate on LIBOR Loans is determined as provided
in this Agreement or a category of extensions of credit or other assets of such
Lender that includes LIBOR Loans or (ii) becomes subject to restrictions on the
amount of such a category of liabilities or assets that it may hold, then, if
such Lender so elects by notice to the Borrower (with a copy to the Agent), the
obligation of such Lender to make or Continue, or to Convert any other Type of
Loans into, LIBOR Loans hereunder shall be suspended until such Regulatory
Change ceases to be in effect (in which case the provisions of Section 4.5.
shall apply).

         (c)      Additional Costs in Respect of Letters of Credit. Without
limiting the obligations of the Borrower under the preceding subsections of this
Section (but without duplication), if as a result of any Regulatory Change or
any risk-based capital guideline or other requirement issued by any Governmental
Authority there shall be imposed, modified or deemed applicable after the
Agreement Date any tax, reserve, special deposit, capital adequacy or similar
requirement against or with respect to or measured by reference to Letters of
Credit and the result shall be to increase the cost to the Agent of issuing (or
any Revolving Lender of purchasing participations in) or maintaining its
obligation hereunder to issue (or purchase participations in) any Letter of
Credit or reduce any amount receivable by the Agent or any Revolving Lender
hereunder in respect of any Letter of Credit, then, upon demand by the Agent or
such Revolving Lender, the Borrower shall pay promptly, and in any event within
3 Business Days of demand, to the Agent for its account or the account of such
Revolving Lender, as applicable, from time to time as specified by the Agent or
a Revolving Lender, such additional amounts as shall be sufficient to compensate
the Agent or such Revolving Lender for such increased costs or reductions in
amount.

         (d)      Notification and Determination of Additional Costs. Each of
the Agent and each Lender agrees to notify the Borrower of any event occurring
after the Agreement Date entitling the Agent or such Lender to compensation
under any of the preceding subsections of this Section as promptly as
practicable; provided, however, the failure of the Agent or any Lender to give
such notice shall not release the Borrower from any of its obligations hereunder
(and in the case of a Lender, to the Agent); provided further that no Lender
shall be entitled to claim any additional cost, reduction in amounts, loss, tax
or other additional amount under this Article IV if such Lender fails to provide
such notice to the Borrower within 180 days of the date such Lender becomes
aware of the occurrence of the event giving rise to the additional cost,
reduction in amounts, loss, tax or other additional amount. The Agent or such
Lender agrees to furnish to the Borrower (and in the case of a Lender, to the
Agent) a certificate setting forth the basis and amount of each request by the
Agent or such Lender for compensation under this Section. Absent manifest error,
determinations by the Agent or any Lender of the effect of any Regulatory Change
shall be conclusive, provided that such determinations are made on a reasonable
basis and in good faith.

                                      54



SECTION 4.2. SUSPENSION OF LIBOR LOANS.

         Anything herein to the contrary notwithstanding, if, on or prior to the
determination of any Adjusted Eurodollar Rate for any Interest Period:

                  (a)      the Agent reasonably determines (which determination
         shall be conclusive) that by reason of circumstances affecting the
         relevant market, adequate and reasonable means do not exist for
         ascertaining the Adjusted Eurodollar Rate for such Interest Period, or

                  (b)      the Agent reasonably determines (which determination
         shall be conclusive) that the Adjusted Eurodollar Rate will not
         adequately and fairly reflect the cost to the Lenders of making or
         maintaining LIBOR Loans for such Interest Period;

then the Agent shall give the Borrower and each Lender prompt notice thereof
and, so long as such condition remains in effect, the Lenders shall be under no
obligation to, and shall not, make additional LIBOR Loans, Continue LIBOR Loans
or Convert Loans into LIBOR Loans and the Borrower shall, on the last day of
each current Interest Period for each outstanding LIBOR Loan, either repay such
Loan or Convert such Loan into a Base Rate Loan.

SECTION 4.3. ILLEGALITY.

         Notwithstanding any other provision of this Agreement, if any Lender
shall reasonably determine (which determination shall be conclusive and binding)
that it has become unlawful after the Agreement Date for such Lender to honor
its obligation to make or maintain LIBOR Loans hereunder, then such Lender shall
promptly notify the Borrower thereof (with a copy to the Agent) and such
Lender's obligation to make or Continue, or to Convert Loans of any other Type
into, LIBOR Loans shall be suspended until such time as such Lender may again
make and maintain LIBOR Loans (in which case the provisions of Section 4.5.
shall be applicable).

SECTION 4.4. COMPENSATION.

         The Borrower shall pay to the Agent for the account of each Lender,
upon the request of such Lender through the Agent, such amount or amounts as
shall be sufficient (in the reasonable opinion of such Lender) to compensate it
for any loss, cost or expense that such Lender reasonably determines is
attributable to:

                  (a)      any payment or prepayment (whether mandatory or
         optional) of a LIBOR Loan or Bid Rate Loan, or Conversion of a LIBOR
         Loan, made by such Lender for any reason (including, without
         limitation, acceleration) on a date other than the last day of the
         Interest Period for such Loan; or

                  (b)      any failure by the Borrower for any reason
         (including, without limitation, the failure of any of the applicable
         conditions precedent specified in Article V. to be satisfied) to borrow
         a LIBOR Loan or Bid Rate Loan from such Lender on the requested date
         for such borrowing, or to Convert a Base Rate Loan into a LIBOR Loan or
         Continue a LIBOR Loan on the requested date of such Conversion or
         Continuation.

                                      55



Upon the Borrower's request, any Lender requesting compensation under this
Section shall provide the Borrower with a statement setting forth the basis for
requesting such compensation and the method for determining the amount thereof.
Absent manifest error, determinations by any Lender in any such statement shall
be conclusive, provided that such determinations are made on a reasonable basis
and in good faith.

SECTION 4.5. TREATMENT OF AFFECTED LOANS.

         If the obligation of any Lender to make LIBOR Loans or to Continue, or
to Convert Base Rate Loans into, LIBOR Loans shall be suspended pursuant to
Section 4.1.(b), 4.2. or 4.3., then such Lender's LIBOR Loans shall be
automatically Converted into Base Rate Loans on the last day(s) of the then
current Interest Period(s) for LIBOR Loans (or, in the case of a Conversion
required by Section 4.1.(b) or 4.3., on such earlier date as such Lender may
specify to the Borrower with a copy to the Agent) and, unless and until such
Lender gives notice as provided below that the circumstances specified in
Section 4.1. or 4.3. that gave rise to such Conversion no longer exist:

                  (a)      to the extent that such Lender's LIBOR Loans have
         been so Converted, all payments and prepayments of principal that would
         otherwise be applied to such Lender's LIBOR Loans shall be applied
         instead to its Base Rate Loans; and

                  (b)      all Loans that would otherwise be made or Continued
         by such Lender as LIBOR Loans shall be made or Continued instead as
         Base Rate Loans, and all Base Rate Loans of such Lender that would
         otherwise be Converted into LIBOR Loans shall remain as Base Rate
         Loans.

If such Lender gives notice to the Borrower (with a copy to the Agent) that the
circumstances specified in Section 4.1. or 4.3. that gave rise to the Conversion
of such Lender's LIBOR Loans pursuant to this Section no longer exist (which
such Lender agrees to do promptly upon such circumstances ceasing to exist) at a
time when LIBOR Loans made by other Lenders are outstanding, then such Lender's
Base Rate Loans shall be automatically Converted, on the first day(s) of the
next succeeding Interest Period(s) for such outstanding LIBOR Loans, to the
extent necessary so that, after giving effect thereto, all Loans held by the
Lenders holding LIBOR Loans and by such Lender are held pro rata (as to
principal amounts, Types and Interest Periods) in accordance with their
respective Commitments.

SECTION 4.6. CHANGE OF LENDING OFFICE.

         Each Lender agrees that it will file any certificate or document
reasonably requested by the Borrower and use reasonable efforts to designate an
alternate Lending Office with respect to any of its Loans affected by the
matters or circumstances described in Sections 3.12., 4.1. or 4.3. to reduce the
liability of the Borrower or avoid the results provided thereunder, so long as
such filing or designation is not disadvantageous to such Lender as determined
by such Lender in its sole discretion, except that any such Lender shall have no
obligation to designate a Lending Office located in the United States of America
if such Lender has no office in the United States of America at the time of
designation.

                                      56



SECTION 4.7. ASSUMPTIONS CONCERNING FUNDING OF LIBOR LOANS.

         Calculation of all amounts payable to a Lender under this Article IV.
shall be made as though such Lender had actually funded LIBOR Loans through the
purchase of deposits in the relevant market bearing interest at the rate
applicable to such LIBOR Loans in an amount equal to the amount of the LIBOR
Loans and having a maturity comparable to the relevant Interest Period;
provided, however, that each Lender may fund each of its LIBOR Loans in any
manner it sees fit and the foregoing assumption shall be used only for
calculation of amounts payable under this Article IV.

SECTION 4.8. AFFECTED LENDERS.

         If (a) a Lender requests compensation pursuant to Section 3.12. or
4.1., and the Requisite Lenders are not also doing the same, or (b) the
obligation of any Lender to make LIBOR Loans or to Continue, or to Convert Base
Rate Loans into, LIBOR Loans shall be suspended pursuant to Section 4.1.(b) or
4.3. but the obligation of the Requisite Lenders shall not have been suspended
under such Sections, then, so long as there does not then exist any Event of
Default, the Borrower may demand that such Lender (the "AFFECTED LENDER"), and
upon such demand the Affected Lender shall promptly, assign its Commitment to an
Eligible Assignee subject to and in accordance with the provisions of Section
12.5.(d) for a purchase price to be agreed upon by the Affected Lender and the
Eligible Assignee. Each of the Agent and the Affected Lender shall reasonably
cooperate in effectuating the replacement of such Affected Lender under this
Section, but at no time shall the Agent, such Affected Lender nor any other
Lender be obligated in any way whatsoever to initiate any such replacement or to
assist in finding an Eligible Assignee. The exercise by the Borrower of its
rights under this Section shall be at the Borrower's sole cost and expenses and
at no cost or expense to the Agent, the Affected Lender or any of the other
Lenders. Subject to the proviso to Section 4.1(d), the terms of this Section
shall not in any way limit the Borrower's obligation to pay to any Affected
Lender compensation owing to such Affected Lender pursuant to Section 3.12. or
4.1. for periods up to the date of replacement.

                         ARTICLE V. CONDITIONS PRECEDENT

SECTION 5.1. INITIAL CONDITIONS PRECEDENT.

         The obligation of the Lenders to effect or permit the occurrence of the
first Credit Event hereunder, whether as the making of a Loan or the issuance of
a Letter of Credit, is subject to the following conditions precedent:

         (a)      The Agent shall have received each of the following, in form
and substance satisfactory to the Agent:

                  (i)      Counterparts of this Agreement executed by each of
         the parties hereto;

                                      57



                  (ii)     Revolving Notes, Three Year Term Notes, Five Year
         Term Notes and Bid Rate Notes executed by the Borrower and complying
         with the applicable provisions of Section 2.12., and the Swingline Note
         executed by the Borrower;

                  (iii)    The Guaranty executed by each Guarantor existing as
         of the Effective Date;

                  (iv)     An opinion of counsel to the Loan Parties, addressed
         to the Agent and the Lenders, in substantially the form set forth in
         Exhibit O;

                  (v)      The declaration of trust of the Borrower certified as
         of a recent date by the Secretary of State of the state of its
         incorporation;

                  (vi)     A good standing certificate with respect to the
         Borrower issued as of a recent date by the Secretary of State of the
         state of its incorporation and certificates of qualification to
         transact business or other comparable certificates issued by the
         Secretary of State (and any state department of taxation, as
         applicable) of each state in which the Borrower is required to be so
         qualified and where the failure to be so qualified could reasonably be
         expected to have a Material Adverse Effect;

                  (vii)    A certificate of incumbency signed by the Secretary
         or Assistant Secretary of the Borrower with respect to each of the
         officers of the Borrower authorized to execute and deliver the Loan
         Documents to which the Borrower is a party and the officers of the
         Borrower then authorized to deliver Notices of Borrowing, Notices of
         Swingline Borrowings, Bid Rate Quote Requests, Bid Rate Quote
         Acceptances, Notices of Continuation and Notices of Conversion and to
         request the issuance of Letters of Credit;

                  (viii)   Copies, certified by the Secretary or Assistant
         Secretary of the Borrower, of (i) the bylaws of the Borrower and (ii)
         all corporate (or comparable) action taken by the Borrower to authorize
         the execution, delivery and performance of the Loan Documents to which
         the Borrower is a party;

                  (ix)     The articles of incorporation, articles of
         organization, certificate of limited partnership or other comparable
         organizational instrument (if any) of each Guarantor certified as of a
         recent date by the Secretary of State of the state of formation of such
         Guarantor;

                  (x)      A certificate of good standing or certificate of
         similar meaning with respect to each Guarantor issued as of a recent
         date by the Secretary of State of the state of formation of each such
         Guarantor and certificates of qualification to transact business or
         other comparable certificates issued by each Secretary of State (and
         any state department of taxation, as applicable) of each state in which
         such Guarantor is required to be so qualified and where the failure to
         be so qualified could reasonably be expected to have a Material Adverse
         Effect;

                                      58



                  (xi)     A certificate of incumbency signed by the Secretary
         or Assistant Secretary (or other individual performing similar
         functions) of each Guarantor with respect to each of the officers of
         such Guarantor authorized to execute and deliver the Loan Documents to
         which such Guarantor is a party;

                  (xii)    Copies certified by the Secretary or Assistant
         Secretary of each Guarantor (or other individual performing similar
         functions) of (i) the by-laws of such Guarantor, if a corporation, the
         operating agreement, if a limited liability company, the partnership
         agreement, if a limited or general partnership, or other comparable
         document in the case of any other form of legal entity and (ii) all
         corporate, partnership, member or other necessary action taken by such
         Guarantor to authorize the execution, delivery and performance of the
         Loan Documents to which it is a party;

                  (xiii)   The Fees then due and payable under Section 3.6., and
         any other Fees payable to the Agent, the Titled Agents and the Lenders
         on or prior to the Effective Date;

                  (xiv)    A Compliance Certificate calculated as of June 30,
         2003;

                  (xv)     Letters from the respective administrative agents
         under the Existing Credit Agreements providing information regarding
         the payment in full of amounts outstanding thereunder and providing for
         the termination thereof; and

                  (xvi)    Such other documents, agreements and instruments as
         the Agent on behalf of the Lenders may reasonably request; and

         (b)      In the good faith judgment of the Agent and the Lenders:

                  (i)      There shall not have occurred or become known to the
         Agent or any of the Lenders any event, condition, situation or status
         since the date of the information contained in the financial and
         business projections, budgets, pro forma data and forecasts concerning
         the Borrower and its Subsidiaries delivered to the Agent and the
         Lenders prior to the Agreement Date that has had or could reasonably be
         expected to result in a Material Adverse Effect;

                  (ii)     No litigation, action, suit, investigation or other
         arbitral, administrative or judicial proceeding shall be pending or
         threatened which could reasonably be expected to (1) result in a
         Material Adverse Effect or (2) restrain or enjoin, impose materially
         burdensome conditions on, or otherwise materially and adversely affect
         the ability of the Borrower or any other Loan Party to fulfill its
         obligations under the Loan Documents to which it is a party;

                  (iii)    The Borrower and its Subsidiaries shall have received
         all approvals, consents and waivers, and shall have made or given all
         necessary filings and notices as shall be required to consummate the
         transactions contemplated hereby without the occurrence of any default
         under, conflict with or violation of (1) any Applicable Law or (2) any
         agreement, document or instrument to which the Borrower or any other
         Loan

                                      59



                  Party is a party or by which any of them or their respective
                  properties is bound, except for such approvals, consents,
                  waivers, filings and notices the receipt, making or giving of
                  which would not reasonably be likely to (A) have a Material
                  Adverse Effect, or (B) restrain or enjoin, impose materially
                  burdensome conditions on, or otherwise materially and
                  adversely affect the ability of the Borrower or any other Loan
                  Party to fulfill its obligations under the Loan Documents to
                  which it is a party; and

                           (iv)     There shall not have occurred or exist any
                  other material disruption of financial or capital markets that
                  could reasonably be expected to materially and adversely
                  affect the transactions contemplated by the Loan Documents.

SECTION 5.2. CONDITIONS PRECEDENT TO ALL LOANS AND LETTERS OF CREDIT.

         The obligations of the Lenders to make any Loans, of the Agent to issue
Letters of Credit, and of the Swingline Lender to make any Swingline Loan are
all subject to the further condition precedent that: (a) no Default or Event of
Default shall exist as of the date of the making of such Loan or date of
issuance of such Letter of Credit or would exist immediately after giving effect
thereto; and (b) the representations and warranties made or deemed made by the
Borrower and each other Loan Party in the Loan Documents to which any of them is
a party shall be true and correct on and as of the date of the making of such
Loan or date of issuance of such Letter of Credit with the same force and effect
as if made on and as of such date except to the extent that such representations
and warranties expressly relate solely to an earlier date (in which case such
representations and warranties shall have been true and accurate on and as of
such earlier date) and except for changes in factual circumstances specifically
and expressly permitted hereunder. Each Credit Event shall constitute a
certification by the Borrower to the effect set forth in the preceding sentence
(both as of the date of the giving of notice relating to such Credit Event and,
unless the Borrower otherwise notifies the Agent prior to the date of such
Credit Event, as of the date of the occurrence of such Credit Event).

                   ARTICLE VI. REPRESENTATIONS AND WARRANTIES

SECTION 6.1. REPRESENTATIONS AND WARRANTIES.

         In order to induce the Agent and each Lender to enter into this
Agreement and to make Loans and issue Letters of Credit, the Borrower represents
and warrants to the Agent and each Lender as follows:

         (a)      Organization; Power; Qualification. Each of the Borrower, its
Subsidiaries and the other Loan Parties is a corporation, partnership or other
legal entity, duly organized or formed, validly existing and in good standing
under the jurisdiction of its incorporation or formation, has the power and
authority to own or lease its respective properties and to carry on its
respective business as now being and hereafter proposed to be conducted and is
duly qualified and is in good standing as a foreign corporation, partnership or
other legal entity, and authorized to do business, in each jurisdiction in which
the character of its properties or the nature of its business requires such
qualification or authorization and where the failure to be so qualified or
authorized could reasonably be expected to have, in each instance, a Material
Adverse Effect.

                                      60


         (b)      Ownership Structure. As of the Agreement Date, Part I of
Schedule 6.1.(b) is a true, complete and correct list of all Subsidiaries of the
Borrower setting forth for each such Subsidiary, (i) the jurisdiction of
organization of such Subsidiary, (ii) each Person holding any Equity Interests
in such Subsidiary, (iii) the nature of the Equity Interests held by each such
Person, (iv) the percentage of ownership of such Subsidiary represented by such
Equity Interests and (v) whether such Subsidiary is a Material Subsidiary and/or
an Excluded Subsidiary and whether such Subsidiary owns a Non-Controlled
Property (and if so, which one(s)). Except as disclosed in such Schedule, as of
the Agreement Date (i) each of the Borrower and its Subsidiaries owns, free and
clear of all Liens (other than Permitted Liens) and has the unencumbered right
to vote, all outstanding Equity Interests in each Person shown to be held by it
on such Schedule, (ii) all of the issued and outstanding capital stock of each
such Person organized as a corporation is validly issued, fully paid and
nonassessable and (iii) there are no outstanding subscriptions, options,
warrants, commitments, preemptive rights or agreements of any kind (including,
without limitation, any stockholders' or voting trust agreements) for the
issuance, sale, registration or voting of, or outstanding securities convertible
into, any additional shares of capital stock of any class, or partnership or
other ownership interests of any type in, any such Person. As of the Agreement
Date, Part II of Schedule 6.1.(b) correctly sets forth all Unconsolidated
Affiliates of the Borrower, including the correct legal name of such Person, the
type of legal entity which each such Person is, and all Equity Interests in such
Person held directly or indirectly by the Borrower.

         (c)      Authorization of Agreement, Etc. The Borrower has the right
and power, and has taken all necessary action to authorize the Borrower, to
borrow and obtain other extensions of credit hereunder. The Borrower and each
other Loan Party has the right and power, and has taken all necessary action to
authorize it, to execute, deliver and perform each of the Loan Documents to
which it is a party in accordance with their respective terms and to consummate
the transactions contemplated hereby and thereby. The Loan Documents to which
the Borrower or any other Loan Party is a party have been duly executed and
delivered by the duly authorized officers of such Person and each is a legal,
valid and binding obligation of such Person enforceable against such Person in
accordance with its respective terms except as the same may be limited by
bankruptcy, insolvency, and other similar laws affecting the rights of creditors
generally and the availability of equitable remedies for the enforcement of
certain obligations (other than the payment of principal) contained herein or
therein and as may be limited by equitable principles generally.

         (d)      Compliance of Loan Documents with Laws, Etc. The execution,
delivery and performance of this Agreement, the Notes and the other Loan
Documents to which the Borrower or any other Loan Party is a party in accordance
with their respective terms and the borrowings and other extensions of credit
hereunder do not: (i) require any Governmental Approval or violate any
Applicable Law (including all Environmental Laws) relating to the Borrower or
any other Loan Party; (ii) conflict with, result in a breach of or constitute a
default under the organizational documents of the Borrower or any other Loan
Party, or any indenture, agreement or other instrument to which the Borrower or
any other Loan Party is a party or by which it or any of its respective
properties may be bound; or (iii) result in or require the creation or
imposition of any Lien upon or with respect to any property now owned or
hereafter acquired by the Borrower or any other Loan Party.

                                      61


         (e)      Compliance with Law; Governmental Approvals. The Borrower,
each Subsidiary and each other Loan Party is in compliance with each
Governmental Approval applicable to it and in compliance with all other
Applicable Laws (including without limitation, Environmental Laws) relating such
Person except for noncompliances which, and Governmental Approvals the failure
to possess which, could not, individually or in the aggregate, reasonably be
expected to cause a Default or Event of Default or have a Material Adverse
Effect.

         (f)      Title to Properties; Liens. As of the Agreement Date, Part I
of Schedule 6.1.(f) sets forth all of the real property owned or leased by the
Borrower, each other Loan Party and each other Subsidiary. Each such Person has
good, marketable and legal title to, or a valid leasehold interest in, its
respective assets. As of the Agreement Date, there are no Liens against any
assets of the Borrower, any Subsidiary or any other Loan Party except for
Permitted Liens.

         (g)      Existing Indebtedness. Schedule 6.1.(g) is, as of the
Agreement Date, a complete and correct listing of all Indebtedness of the
Borrower and its Subsidiaries, including without limitation, Guarantees of the
Borrower and its Subsidiaries, and indicating whether such Indebtedness is
Secured Indebtedness or Unsecured Indebtedness.

         (h)      Litigation. Except as set forth on Schedule 6.1.(h), there are
no actions, suits, investigations or proceedings pending (nor, to the knowledge
of the Borrower, are there any actions, suits or proceedings threatened, nor to
the knowledge of the Borrower is there any basis therefor) against or in any
other way relating adversely to or affecting the Borrower, any Subsidiary or any
other Loan Party or any of its respective property in any court or before any
arbitrator of any kind or before or by any other Governmental Authority which
could reasonably be expected to have a Material Adverse Effect. There are no
strikes, slow downs, work stoppages or walkouts or other labor disputes in
progress or threatened relating to the Borrower, any Subsidiary or any other
Loan Party which could reasonably be expected to have a Material Adverse Effect.

         (i)      Taxes. All federal, state and other tax returns of the
Borrower, any Subsidiary or any other Loan Party required by Applicable Law to
be filed have been duly filed, and all federal, state and other taxes,
assessments and other governmental charges or levies upon the Borrower, any
Subsidiary and each other Loan Party and its respective properties, income,
profits and assets which are due and payable have been paid, except any such
nonpayment which is at the time permitted under Section 7.6. As of the Agreement
Date, none of the United States income tax returns of the Borrower, its
Subsidiaries or any other Loan Party is under audit. All charges, accruals and
reserves on the books of the Borrower and each of its Subsidiaries and each
other Loan Party in respect of any taxes or other governmental charges are in
accordance with GAAP.

         (j)      Financial Statements. The Borrower has furnished to the Agent
copies of (i) the audited consolidated balance sheet of the Borrower and its
consolidated Subsidiaries for the fiscal year ending December 31, 2002, and the
related audited consolidated statements of operations, cash flows and
shareholders' equity for the fiscal year ending on such dates, with the opinion
thereon of Grant Thornton LLP, and (ii) the unaudited consolidated balance sheet
of the

                                      62


Borrower and its consolidated Subsidiaries for the fiscal quarter ending June
30, 2003, and the related unaudited consolidated statements of operations, cash
flows and shareholders' equity of the Borrower and its consolidated Subsidiaries
for the period of two fiscal quarters ending on such date. Such financial
statements (including in each case related schedules and notes) are complete and
present fairly, in accordance with GAAP consistently applied throughout the
periods involved, the consolidated financial position of the Borrower and its
consolidated Subsidiaries as at their respective dates and the results of
operations and the cash flow for such periods (subject, as to interim
statements, to changes resulting from normal year-end audit adjustments).
Neither the Borrower nor any of its Subsidiaries has on the Agreement Date any
material contingent liabilities, liabilities, liabilities for taxes, unusual or
long-term commitments or unrealized or forward anticipated losses from any
unfavorable commitments, except as referred to or reflected or provided for in
said financial statements.

         (k)      No Material Adverse Change. Since December 31, 2002, there has
been no material adverse change in the business, assets, liabilities, financial
condition or results of operations of the Borrower and its consolidated
Subsidiaries taken as a whole. Each of the Borrower, its Subsidiaries and the
other Loan Parties is Solvent.

         (l)      ERISA. Each member of the ERISA Group is in compliance with
its obligations under the minimum funding standards of ERISA and the Internal
Revenue Code with respect to each Plan and is in compliance with the presently
applicable provisions of ERISA and the Internal Revenue Code with respect to
each Plan, except in each case for noncompliances which could not reasonably be
expected to have a Material Adverse Effect. As of the Agreement Date, no member
of the ERISA Group has (i) sought a waiver of the minimum funding standard under
Section 412 of the Internal Revenue Code in respect of any Plan, (ii) failed to
make any contribution or payment to any Plan or Multiemployer Plan or in respect
of any Benefit Arrangement, or made any amendment to any Plan or Benefit
Arrangement, which has resulted or could result in the imposition of a Lien or
the posting of a bond or other security under ERISA or the Internal Revenue Code
or (iii) incurred any liability under Title IV of ERISA other than a liability
to the PBGC for premiums under Section 4007 of ERISA.

         (m)      Not Plan Assets; No Prohibited Transaction. None of the assets
of the Borrower, any Subsidiary or any other Loan Party constitute "plan assets"
within the meaning of ERISA, the Internal Revenue Code and the respective
regulations promulgated thereunder. The execution, delivery and performance of
this Agreement and the other Loan Documents, and the borrowing and repayment of
amounts hereunder, do not and will not constitute "prohibited transactions"
under ERISA or the Internal Revenue Code.

         (n)      Absence of Defaults. Neither the Borrower, any Subsidiary nor
any other Loan Party is in default under its articles of incorporation, bylaws,
partnership agreement or other similar organizational documents, and no event
has occurred, which has not been remedied, cured or waived, which in any such
case: (i) constitutes a Default or an Event of Default; or (ii) constitutes, or
which with the passage of time, the giving of notice, a determination of
materiality, the satisfaction of any condition, or any combination of the
foregoing, would constitute, a default or event of default by the Borrower, any
Subsidiary or any other Loan Party under any material agreement (other than this
Agreement) or judgment, decree or order to which

                                      63


the Borrower or any Subsidiary or other Loan Party is a party or by which the
Borrower or any Subsidiary or other Loan Party or any of their respective
properties may be bound where such default or event of default could,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.

         (o)      Environmental Laws. Each of the Borrower, its Subsidiaries and
the other Loan Parties has obtained all Governmental Approvals which are
required under Environmental Laws and is in compliance with all terms and
conditions of such Governmental Approvals which the failure to obtain or to
comply with could reasonably be expected to have a Material Adverse Effect.
Except for any of the following matters that could not reasonably be expected to
have a Material Adverse Effect, (i) the Borrower is not aware of, and has not
received notice of, any past, present, or future events, conditions,
circumstances, activities, practices, incidents, actions, or plans which, with
respect to the Borrower, its Subsidiaries and each other Loan Party, may
interfere with or prevent compliance or continued compliance with Environmental
Laws, or may give rise to any common-law or legal liability, or otherwise form
the basis of any claim, action, demand, suit, proceeding, hearing, study, or
investigation, based on or related to the manufacture, processing, distribution,
use, treatment, storage, disposal, transport, or handling or the emission,
discharge, release or threatened release into the environment, of any pollutant,
contaminant, chemical, or industrial, toxic, or other Hazardous Material; and
(ii) there is no civil, criminal, or administrative action, suit, demand, claim,
hearing, notice, or demand letter, notice of violation, investigation, or
proceeding pending or, to the Borrower's knowledge after due inquiry,
threatened, against the Borrower, its Subsidiaries and each other Loan Party
relating in any way to Environmental Laws.

         (p)      Investment Company; Public Utility Holding Company. Neither
the Borrower nor any Subsidiary nor any other Loan Party is (i) an "investment
company" or a company "controlled" by an "investment company" within the meaning
of the Investment Company Act of 1940, as amended, (ii) a "holding company" or a
"subsidiary company" of a "holding company," or an "affiliate" of a "holding
company" or of a "subsidiary company" of a "holding company," within the meaning
of the Public Utility Holding Company Act of 1935, as amended, or (iii) subject
to any other Applicable Law which purports to regulate or restrict its ability
to borrow money or to consummate the transactions contemplated by this Agreement
or to perform its obligations under any Loan Document to which it is a party.

         (q)      Margin Stock. Neither the Borrower, any Subsidiary nor any
other Loan Party is engaged principally, or as one of its important activities,
in the business of extending credit for the purpose, whether immediate,
incidental or ultimate, of buying or carrying "margin stock" within the meaning
of Regulation U of the Board of Governors of the Federal Reserve System.

         (r)      Affiliate Transactions. Except as permitted by Section 9.10.,
neither the Borrower, any Subsidiary nor any other Loan Party is a party to or
bound by any agreement or arrangement (whether oral or written) to which any
Affiliate of the Borrower, any Subsidiary or any other Loan Party is a party.

         (s)      Intellectual Property. Each of the Borrower, each other Loan
Party and each other Subsidiary owns or has the right to use, under valid
license agreements or otherwise, all material

                                      64


patents, licenses, franchises, trademarks, trademark rights, trade names, trade
name rights, trade secrets and copyrights (collectively, "INTELLECTUAL
PROPERTY") necessary to the conduct of its businesses as now conducted and as
contemplated by the Loan Documents, without known conflict with any patent,
license, franchise, trademark, trade secret, trade name, copyright, or other
proprietary right of any other Person, which conflict could reasonably be
expected to have a Material Adverse Effect. The Borrower, each other Loan Party
and each other Subsidiary have taken all such steps as they deem reasonably
necessary to protect their respective rights under and with respect to such
Intellectual Property. No material claim has been asserted by any Person with
respect to the use of any Intellectual Property by the Borrower, any other Loan
Party or any other Subsidiary, or challenging or questioning the validity or
effectiveness of any Intellectual Property. The use of such Intellectual
Property by the Borrower, its Subsidiaries and the other Loan Parties, does not
infringe on the rights of any Person, subject to such claims and infringements
as do not, in the aggregate, give rise to any liabilities on the part of the
Borrower, any other Loan Party or any other Subsidiary that could reasonably be
expected to have a Material Adverse Effect.

         (t)      Business. As of the Agreement Date, the Borrower and its
Subsidiaries are engaged in the business of acquiring, developing, owning and
managing commercial real estate, including retail and multi-family properties,
together with other business activities incidental thereto.

         (u)      Broker's Fees. No broker's or finder's fee, commission or
similar compensation will be payable with respect to the transactions
contemplated hereby. No other similar fees or commissions will be payable by any
Loan Party for any other services rendered to the Borrower or any of its
Subsidiaries ancillary to the transactions contemplated hereby.

         (v)      Accuracy and Completeness of Information. None of the written
information, reports or other papers or data (excluding financial projections
and other forward looking statements), taken as a whole as of the date of
delivery thereof, furnished to the Agent or any Lender by, on behalf of, or at
the direction of, the Borrower, any Subsidiary or any other Loan Party in
connection with or relating in any way to this Agreement, contained any untrue
statement of a fact material to the creditworthiness of the Borrower, any
Subsidiary or any other Loan Party or omitted to state a material fact necessary
in order to make such statements contained therein, in light of the
circumstances under which they were made, not misleading. All financial
statements furnished to the Agent or any Lender by, on behalf of, or at the
direction of, the Borrower, any Subsidiary or any other Loan Party in connection
with or relating in any way to this Agreement, present fairly, in accordance
with GAAP consistently applied throughout the periods involved, the financial
position of the Persons involved as at the date thereof and the results of
operations for such periods. All financial projections and other forward looking
statements prepared by or on behalf of the Borrower, any Subsidiary or any other
Loan Party that have been or may hereafter be made available to the Agent or any
Lender were or will be prepared in good faith based on reasonable assumptions.
As of the Effective Date, no fact is known to the Borrower which has had, or may
in the future have (so far as the Borrower can reasonably foresee), a Material
Adverse Effect which has not been set forth in the financial statements referred
to in Section 6.1.(j) or in such information, reports or other papers or data or
otherwise disclosed in writing to the Agent and the Lenders.

                                      65


         (w)      REIT Status. The Borrower qualifies as a REIT and is in
compliance with all requirements and conditions imposed under the Internal
Revenue Code to allow the Borrower to maintain its status as a REIT.

         (x)      Unencumbered Assets. As of the Agreement Date, Schedule
6.1.(x) is a correct and complete list of each Wholly Owned Property, Controlled
Property and Non-Controlled Property included as of the Agreement Date in the
calculation of Unencumbered Asset Value. Except as set forth on such Schedule,
each of the Properties included by the Borrower in calculations of Unencumbered
Asset Value is an Eligible Property.

         (y)      Tax Shelter Regulations. None of the Borrower, any other Loan
Party nor any other Subsidiary intends to treat the Loans, the Letters of Credit
or any of the transactions contemplated by this Agreement and the other Loan
Documents as being a "reportable transaction" (within the meaning of Treasury
Regulation Section 1.6011-4). If the Borrower, any other Loan Party or any other
Subsidiary determines to take any action inconsistent with such intention, the
Borrower will promptly notify the Agent thereof. If the Borrower so notifies the
Agent, (i) the Borrower acknowledges that one or more of the Lenders may treat
its Loans or interest in Letters of Credit as part of a transaction that is
subject to Treasury Regulation Section 301.6112-1, and such Lender or Lenders,
as applicable, may maintain the lists and other records all as required by such
Treasury Regulation and (ii) the Borrower shall, promptly after giving such
notice, deliver to the Agent a duly completed copy of IRS Form 8886 or any
successor form.

SECTION 6.2. SURVIVAL OF REPRESENTATIONS AND WARRANTIES, ETC.

         All statements contained in any certificate, financial statement or
other instrument delivered by or on behalf of the Borrower, any Subsidiary or
any other Loan Party to the Agent or any Lender pursuant to or in connection
with this Agreement or any of the other Loan Documents (including, but not
limited to, any such statement made in or in connection with any amendment
thereto or any statement contained in any certificate, financial statement or
other instrument delivered by or on behalf of the Borrower prior to the
Agreement Date and delivered to the Agent or any Lender in connection with the
underwriting or closing of the transactions contemplated hereby) shall
constitute representations and warranties made by the Borrower in favor of the
Agent or any of the Lenders under this Agreement. All representations and
warranties made under this Agreement and the other Loan Documents shall be
deemed to be made at and as of the Agreement Date, the Effective Date, the date
on which any extension of the Revolving Termination Date is effectuated pursuant
to Section 2.14. and the date of the occurrence of any Credit Event, except to
the extent that such representations and warranties expressly relate solely to
an earlier date (in which case such representations and warranties shall have
been true and accurate on and as of such earlier date) and except for changes in
factual circumstances not prohibited hereunder. All such representations and
warranties shall survive the effectiveness of this Agreement, the execution and
delivery of the Loan Documents and the making of the Loans and the issuance of
the Letters of Credit.

                                      66


                       ARTICLE VII. AFFIRMATIVE COVENANTS

         For so long as this Agreement is in effect, unless the Requisite
Lenders (or, if required pursuant to Section 12.6., all of the Lenders) shall
otherwise consent in the manner provided for in Section 12.6., the Borrower
shall comply with the following covenants:

SECTION 7.1. PRESERVATION OF EXISTENCE AND SIMILAR MATTERS.

         Except as otherwise permitted under Section 9.7., the Borrower shall,
and shall cause each Subsidiary and each other Loan Party to, preserve and
maintain its respective existence, rights, franchises, licenses and privileges
in the jurisdiction of its incorporation or formation and qualify and remain
qualified and authorized to do business in each jurisdiction in which the
character of its properties or the nature of its business requires such
qualification and authorization and where the failure to be so authorized and
qualified could reasonably be expected to have a Material Adverse Effect.

SECTION 7.2. COMPLIANCE WITH APPLICABLE LAW AND MATERIAL CONTRACTS.

         The Borrower shall, and shall cause each Subsidiary and each other Loan
Party to, comply with (a) all Applicable Laws, including the obtaining of all
Governmental Approvals, the failure with which to comply could reasonably be
expected to have a Material Adverse Effect, and (b) all terms and conditions of
all contracts and other written agreements to which it is a party if any such
non-compliance could reasonably be expected to have a Material Adverse Effect.

SECTION 7.3. MAINTENANCE OF PROPERTY.

         In addition to the requirements of any of the other Loan Documents, the
Borrower shall, and shall cause each Subsidiary and other Loan Party to, (a)
protect and preserve all of its material properties, including, but not limited
to, all Intellectual Property, and maintain in good repair, working order and
condition all tangible properties, ordinary wear and tear excepted, and (b) make
or cause to be made all needed and appropriate repairs, renewals, replacements
and additions to such properties, so that the business carried on in connection
therewith may be properly and advantageously conducted at all times.

SECTION 7.4. CONDUCT OF BUSINESS.

         The Borrower shall, and shall cause its Subsidiaries and the other Loan
Parties to, carry on their respective businesses as described in Section
6.1.(t).

SECTION 7.5. INSURANCE.

         In addition to the requirements of any of the other Loan Documents, the
Borrower shall, and shall cause each Subsidiary and other Loan Party to,
maintain insurance (on a replacement cost basis) with financially sound and
reputable insurance companies against such risks and in such amounts as is
customarily maintained by Persons engaged in similar businesses or as may be
required by Applicable Law, and from time to time deliver to the Agent upon its
request a

                                      67


detailed list, together with copies of all policies of the insurance then in
effect, stating the names of the insurance companies, the amounts and rates of
the insurance, the dates of the expiration thereof and the properties and risks
covered thereby.

SECTION 7.6. PAYMENT OF TAXES AND CLAIMS.

         The Borrower shall, and shall cause each Subsidiary and other Loan
Party to, pay and discharge when due (a) all taxes, assessments and governmental
charges or levies imposed upon it or upon its income or profits or upon any
properties belonging to it, and (b) all lawful claims of materialmen, mechanics,
carriers, warehousemen and landlords for labor, materials, supplies and rentals
which, if unpaid, might become a Lien on any properties of such Person;
provided, however, that this Section shall not require the payment or discharge
of any such tax, assessment, charge, levy or claim which is being contested in
good faith by appropriate proceedings which operate to suspend the collection
thereof and for which adequate reserves have been established on the books of
the Borrower, such Subsidiary or such other Loan Party, as applicable, in
accordance with GAAP.

SECTION 7.7. VISITS AND INSPECTIONS.

         The Borrower shall, and shall cause each Subsidiary and other Loan
Party to, permit representatives or agents of any Lender or the Agent, from time
to time after reasonable prior notice if no Event of Default shall be in
existence, as often as may be reasonably requested, but only during normal
business hours and at the expense of such Lender or the Agent (unless an Event
of Default shall exist, in which case the exercise by the Agent of its rights
under this Section shall be at the expense of the Borrower), as the case may be,
to: (a) visit and inspect all properties of the Borrower or such Subsidiary or
other Loan Party to the extent any such right to visit or inspect is within the
control of such Person; (b) inspect and make extracts from their respective
books and records, including but not limited to management letters prepared by
independent accountants; and (c) discuss with its officers, and its independent
accountants, its business, properties, condition (financial or otherwise),
results of operations and performance. If requested by the Agent, the Borrower
shall execute an authorization letter addressed to its accountants authorizing
the Agent or any Lender to discuss the financial affairs of the Borrower and any
Subsidiary or any other Loan Party with its accountants.

SECTION 7.8. USE OF PROCEEDS.

         The Borrower shall use the proceeds of the Loans and the Letters of
Credit for general corporate purposes only. No part of the proceeds of any Loan
or Letter of Credit will be used for the purpose of buying or carrying "margin
stock" within the meaning of Regulation U of the Board of Governors of the
Federal Reserve System or to extend credit to others for the purpose of
purchasing or carrying any such margin stock.

SECTION 7.9. ENVIRONMENTAL MATTERS.

         The Borrower shall, and shall cause all of its Subsidiaries and the
other Loan Parties to, comply with all Environmental Laws the failure with which
to comply could reasonably be expected to have a Material Adverse Effect. If the
Borrower, any Subsidiary or any other Loan

                                      68


Party shall (a) receive notice that any violation of any Environmental Law may
have been committed or is about to be committed by such Person, (b) receive
notice that any administrative or judicial complaint or order has been filed or
is about to be filed against the Borrower, any Subsidiary or any other Loan
Party alleging violations of any Environmental Law or requiring the Borrower,
any Subsidiary or any other Loan Party to take any action in connection with the
release of Hazardous Materials or (c) receive any notice from a Governmental
Authority or private party alleging that the Borrower, any Subsidiary or any
other Loan Party may be liable or responsible for costs associated with a
response to or cleanup of a release of Hazardous Materials or any damages caused
thereby, and such notices, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect, the Borrower shall provide the Agent
with a copy of such notice promptly, and in any event within 10 Business Days,
after the receipt thereof by the Borrower, any Subsidiary or any other Loan
Party. The Borrower shall, and shall cause its Subsidiaries and the other Loan
Parties to, take promptly all actions necessary to prevent the imposition of any
Liens on any of their respective properties arising out of or related to any
Environmental Laws.

SECTION 7.10. BOOKS AND RECORDS.

         The Borrower shall, and shall cause each of its Subsidiaries and the
other Loan Parties to, maintain books and records pertaining to its respective
business operations in such detail, form and scope as is consistent with good
business practice and in accordance with GAAP.

SECTION 7.11. FURTHER ASSURANCES.

         The Borrower shall, at the Borrower's cost and expense and upon request
of the Agent, execute and deliver or cause to be executed and delivered, to the
Agent such further instruments, documents and certificates, and do and cause to
be done such further acts that may be reasonably necessary or advisable in the
reasonable opinion of the Agent to carry out the provisions and purposes of this
Agreement and the other Loan Documents.

Section 7.12. New Subsidiaries/Guarantors.

         (a)      Requirement to Become Guarantor. Within 10 Business Days of
any Person (other than an Excluded Subsidiary or a Subsidiary owning a
Non-Controlled Property) becoming a Material Subsidiary after the Effective
Date, the Borrower shall deliver to the Agent each of the following items, each
in form and substance satisfactory to the Agent: (i) an Accession Agreement
executed by such Material Subsidiary and (ii) the items that would have been
delivered under Sections 5.1.(a)(iv), (ix) through (xii) and (xvi) if such
Material Subsidiary had been one on the Effective Date; provided, however,
promptly (and in any event within 10 Business Days) upon (x) any Excluded
Subsidiary ceasing to be subject to the restriction which prevented it from
becoming a Guarantor on the Effective Date or delivering an Accession Agreement
pursuant to this Section, as the case may be, or (y) a Subsidiary ceasing to own
any Non-Controlled Properties, such Subsidiary shall comply with the provisions
of this Section if then applicable. The Agent shall send to each Lender copies
of each of the foregoing items once the Agent has received all such items with
respect to a Material Subsidiary.

                                      69


         (b)      Other Guarantors. The Borrower may, at its option, cause any
Subsidiary that is not already a Guarantor to become a Guarantor by executing
and delivering to the Agent the items required to be delivered under the
immediately preceding subsection (a).

         (c)      Release of a Guarantor. The Borrower may request in writing
that the Agent release, and upon receipt of such request the Agent shall
release, a Guarantor from the Guaranty so long as: (i) such Guarantor (x) meets,
or will meet simultaneously with its release from the Guaranty, all of the
provisions of the definition of the term "Excluded Subsidiary" or (y) has ceased
to be, or simultaneously with its release from the Guaranty will cease to be, a
Material Subsidiary (whether pursuant to a transaction permitted under Section
9.7. or otherwise); (ii) such Guarantor is not otherwise required to be a party
to the Guaranty under the immediately preceding subsection (a); (iii) no Default
or Event of Default shall then be in existence or would occur as a result of
such release, including, without limitation, a Default or Event of Default
resulting from a violation of any of the covenants contained in Section 9.1.;
and (iv) the Agent shall have received such written request at least 10 Business
Days prior to the requested date of release. Delivery by the Borrower to the
Agent of any such request shall constitute a representation by the Borrower that
the matters set forth in the preceding sentence (both as of the date of the
giving of such request and as of the date of the effectiveness of such request)
are true and correct with respect to such request.

SECTION 7.13. REIT STATUS.

         The Borrower shall at all times maintain its status as a REIT.

SECTION 7.14. EXCHANGE LISTING.

         The Borrower shall maintain at least one class of common shares of the
Borrower having trading privileges on the New York Stock Exchange, the American
Stock Exchange or other national exchange reasonably acceptable to the Agent or
which is the subject of price quotations in the over-the-counter market as
reported by the National Association of Securities Dealers Automated Quotation
System.

                            ARTICLE VIII. INFORMATION

         For so long as this Agreement is in effect, unless the Requisite
Lenders (or, if required pursuant to Section 12.6., all of the Lenders) shall
otherwise consent in the manner set forth in Section 12.6., the Borrower shall
furnish to the Agent at its Lending Office:

SECTION 8.1. QUARTERLY FINANCIAL STATEMENTS.

         As soon as available and in any event within 5 days after the same is
required to be filed with the Securities and Exchange Commission (but in no
event later than 50 days after the end of each of the first, second and third
fiscal quarters of the Borrower), the unaudited consolidated balance sheet of
the Borrower and its Subsidiaries as at the end of such period and the related
unaudited consolidated statements of operations, common shareholders' equity and
cash flows of the Borrower and its Subsidiaries for such period, setting forth
in each case in comparative form the figures as of the end of and for the
corresponding periods of the previous fiscal year, all of

                                      70


which shall be in a form acceptable to the Securities and Exchange Commission
and certified by the chief financial officer or chief accounting officer of the
Borrower, in his or her opinion, to present fairly, in accordance with GAAP and
in all material respects, the consolidated financial position of the Borrower
and its Subsidiaries as at the date thereof and the results of operations for
such period (subject to normal year-end audit adjustments).

SECTION 8.2. YEAR-END STATEMENTS.

         As soon as available and in any event within 5 days after the same is
required to be filed with the Securities and Exchange Commission (but in no
event later than 95 days after the end of each fiscal year of the Borrower), the
audited consolidated balance sheet of the Borrower and its Subsidiaries as at
the end of such fiscal year and the related audited consolidated statements of
operations, common shareholders' equity and cash flows of the Borrower and its
Subsidiaries for such fiscal year, setting forth in comparative form the figures
as at the end of and for the previous fiscal year, all of which shall be in a
form acceptable to the Securities and Exchange Commission and certified by (a)
the chief financial officer or chief accounting officer of the Borrower, in his
or her opinion, to present fairly, in accordance with GAAP, the consolidated
financial position of the Borrower and its Subsidiaries as at the date thereof
and the results of operations for such period and (b) independent certified
public accountants of recognized national standing acceptable to the Agent,
whose certificate shall be unqualified and who shall have authorized the
Borrower to deliver such financial statements and certification thereof to the
Agent and the Lenders pursuant to this Agreement.

SECTION 8.3. COMPLIANCE CERTIFICATE.

         At the time financial statements are furnished pursuant to Sections
8.1. and 8.2., and, if the Requisite Lenders reasonably believe that an Event of
Default specified in Section 10.1.(a), Section 10.1.(b), Section 10.1.(f) or
Section 10.1.(g) or a Default under Section 10.1.(g) may occur, within 5
Business Days of the Agent's request with respect to any other fiscal period, a
certificate substantially in the form of Exhibit P (a "COMPLIANCE CERTIFICATE")
executed by the chief financial officer or chief accounting officer of the
Borrower: (a) setting forth in reasonable detail as at the end of such quarterly
accounting period, fiscal year, or other fiscal period, as the case may be, the
calculations required to establish whether or not the Borrower was in compliance
with the covenants contained in Sections 9.1., 9.2. and 9.4. (including without
limitation, for the fiscal quarter ending September 30, 2003, in the case of the
first such Compliance Certificate) and (b) stating that, to the best of his or
her knowledge, information and belief after due inquiry, no Default or Event of
Default exists, or, if such is not the case, specifying such Default or Event of
Default and its nature, when it occurred, whether it is continuing and the steps
being taken by the Borrower with respect to such event, condition or failure.
Together with each Compliance Certificate delivered in connection with quarterly
or annual financial statements, the Borrower shall deliver a report, in form and
detail reasonably satisfactory to the Agent, setting forth (x) a statement of
Funds From Operations for the fiscal period then ending; (y) a list of each
Wholly Owned Property, Controlled Property and Non-Controlled Property included
in the calculation of Unencumbered Asset Value, such list to identify any
Property that has ceased to be included in the calculation of Unencumbered Asset
Value since the previous such list delivered to the Agent; and (z) a listing of
all Properties

                                      71


acquired by the Borrower or any Subsidiary since the delivery of the previous
such list, including their net operating income, cost and related mortgage debt,
if any.

SECTION 8.4. OTHER INFORMATION.

         (a)      Management Reports. Promptly upon receipt thereof, copies of
all management reports, if any, submitted to the Borrower or its Board of
Trustees by its independent public accountants;

         (b)      Securities Filings. Within 5 Business Days of the filing
thereof, copies of all registration statements (excluding the exhibits thereto
(unless requested by the Agent) and any registration statements on Form S-8 or
its equivalent), reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and
all other periodic reports which the Borrower, any Subsidiary or any other Loan
Party shall file with the Securities and Exchange Commission (or any
Governmental Authority substituted therefor) or any national securities
exchange;

         (c)      Shareholder Information. Promptly upon the mailing thereof to
the shareholders of the Borrower generally, copies of all financial statements,
reports and proxy statements so mailed and promptly upon the issuance thereof
copies of all press releases issued by the Borrower, any Subsidiary or any other
Loan Party;

         (d)      ERISA. If and when any member of the ERISA Group (i) gives or
is required to give notice to the PBGC of any "reportable event" (as defined in
Section 4043 of ERISA) with respect to any Plan which might constitute grounds
for a termination of such Plan under Title IV of ERISA, or knows that the plan
administrator of any Plan has given or is required to give notice of any such
reportable event, a copy of the notice of such reportable event given or
required to be given to the PBGC; (ii) receives notice of complete or partial
withdrawal liability under Title IV of ERISA or notice that any Multiemployer
Plan is in reorganization, is insolvent or has been terminated, a copy of such
notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent
to terminate, impose liability (other than for premiums under Section 4007 of
ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of
such notice; (iv) applies for a waiver of the minimum funding standard under
Section 412 of the Internal Revenue Code, a copy of such application; (v) gives
notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of
such notice and other information filed with the PBGC; (vi) gives notice of
withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such
notice; or (vii) fails to make any payment or contribution to any Plan or
Multiemployer Plan or in respect of any Benefit Arrangement or makes any
amendment to any Plan or Benefit Arrangement which has resulted or could result
in the imposition of a Lien or the posting of a bond or other security, a
certificate of the chief financial officer or chief accounting officer of the
Borrower setting forth details as to such occurrence and the action, if any,
which the Borrower or applicable member of the ERISA Group is required or
proposes to take;

         (e)      Litigation. To the extent the Borrower or any Subsidiary is
aware of the same, prompt notice of the commencement of any proceeding or
investigation by or before any Governmental Authority and any action or
proceeding in any court or other tribunal or before any arbitrator against or in
any other way relating adversely to, or adversely affecting, the Borrower or any
Subsidiary or any of their respective properties, assets or businesses which

                                      72


could reasonably be expected to have a Material Adverse Effect, and prompt
notice of the receipt of notice that any United States income tax returns of the
Borrower or any of its Subsidiaries are being audited;

         (f)      Modification of Organizational Documents. A copy of any
amendment to the declaration of trust, articles of incorporation, bylaws,
partnership agreement, operating agreement or other similar organizational
documents of the Borrower or any other Loan Party within 15 Business Days after
the effectiveness thereof;

         (g)      Change of Management or Financial Condition. Prompt notice of
any change in the senior management of the Borrower, any Subsidiary or any other
Loan Party and any change in the business, assets, liabilities, financial
condition or results of operations of the Borrower, any Subsidiary or any other
Loan Party which has had or could reasonably be expected to have a Material
Adverse Effect;

         (h)      Default. Notice of the occurrence of any of the following
promptly upon a Responsible Officer of the Borrower obtaining knowledge thereof:
(i) any Default or Event of Default or (ii) any event which constitutes or which
with the passage of time, the giving of notice, or otherwise, would constitute a
default or event of default by the Borrower, any Subsidiary or any other Loan
Party under any Material Contract to which any such Person is a party or by
which any such Person or any of its respective properties may be bound;

         (i)      Judgments. Prompt notice of any order, judgment or decree in
excess of $5,000,000 having been entered against the Borrower, any Subsidiary or
any other Loan Party of any of their respective properties or assets;

         (j)      Notice of Violations of Law. Prompt notice if the Borrower,
any Subsidiary or any other Loan Party shall receive any notification from any
Governmental Authority alleging a violation of any Applicable Law or any inquiry
which, in either case, could reasonably be expected to have a Material Adverse
Effect;

         (k)      Material Subsidiary. Prompt notice of any Person becoming a
Material Subsidiary;

         (l)      Material Asset Sales. Prompt notice of the sale, transfer or
other disposition of any material assets of the Borrower, any Subsidiary or any
other Loan Party to any Person other than the Borrower, any Subsidiary or any
other Loan Party; and

         (m)      Other Information. From time to time and promptly upon each
request, such data, certificates, reports, statements, opinions of counsel,
documents or further information regarding the business, assets, liabilities,
financial condition or results of operations of the Borrower or any of its
Subsidiaries as the Agent or any Lender may reasonably request.

                                      73


                         ARTICLE IX. NEGATIVE COVENANTS

         For so long as this Agreement is in effect, unless the Requisite
Lenders (or, if required pursuant to Section 12.6., all of the Lenders) shall
otherwise consent in the manner set forth in Section 12.6., the Borrower shall
comply with the following covenants:

SECTION 9.1. FINANCIAL COVENANTS.

         The Borrower shall not permit:

         (a)      Maximum Leverage Ratio. The ratio of (i) Total Indebtedness to
(ii) Total Asset Value, to exceed 0.55 to 1.0 at any time.

         (b)      Minimum Fixed Charge Coverage Ratio. The ratio of (i) Adjusted
EBITDA of the Borrower and its Subsidiaries determined on a consolidated basis
for the fiscal quarter of the Borrower most recently ending to (ii) Fixed
Charges for such period, to be less than 1.75 to 1.00 at the end of any fiscal
quarter.

         (c)      Maximum Secured Indebtedness Ratio. The ratio of (i) Secured
Indebtedness of the Borrower and its Subsidiaries determined on a consolidated
basis to (ii) Total Asset Value, to be greater than 0.30 to 1.00 at any time.

         (d)      Minimum Unencumbered Leverage Ratio. The ratio of (i)
Unencumbered Asset Value to (ii) Unsecured Indebtedness of the Borrower and its
Subsidiaries determined on a consolidated basis, to be less than 1.75 to 1.00 at
the any time.

         (e)      Minimum Unencumbered Interest Coverage Ratio. The ratio of (i)
Unencumbered Adjusted NOI for the fiscal quarter of the Borrower most recently
ending to (ii) Unsecured Interest Expense for such fiscal quarter, to be less
than 2.0 to 1.0 at the end of any fiscal quarter.

         (f)      Minimum Net Worth. Tangible Net Worth at any time to be less
than (i) $870,000,000 plus (ii) 75% of the Net Proceeds of all Equity Issuances
effected by the Borrower or any Subsidiary after June 30, 2003 (other than
Equity Issuances to the Borrower or any Subsidiary).

         (g)      Floating Rate Indebtedness. The ratio of (i) Floating Rate
Indebtedness of the Borrower and its Subsidiaries determined on a consolidated
basis to (ii) Total Indebtedness, to exceed 0.35 to 1.00 at any time.

         (h)      Assets Owned by Borrower and Guarantors. The amount of
Adjusted Total Asset Value attributable to assets directly owned by the Borrower
and the Guarantors to be less than 95.0% of Adjusted Total Asset Value.

                                      74


SECTION 9.2. RESTRICTED PAYMENTS.

         The Borrower shall not, and shall not permit any of its Subsidiaries
to, declare or make any Restricted Payment; provided, however, that:

         (a)      the Borrower may declare or make cash distributions to its
shareholders during the period of four consecutive fiscal quarters most recently
ending in an aggregate amount not to exceed the greater of (i) 90.0% of Funds
From Operations of the Borrower for such period or (ii) the amount required to
be distributed for the Borrower to remain in compliance with Section 7.13.;

         (b)      the Borrower may declare and pay Preferred Dividends;

         (c)      the Borrower or any Subsidiary may acquire the Equity
Interests of a Subsidiary that is not a Wholly Owned Subsidiary;

         (d)      Subsidiaries that are not Wholly Owned Subsidiaries may make
cash distributions to holders of Equity Interests issued by such Subsidiaries;

         (e)      the Borrower may make cash distributions to its shareholders
of capital gains resulting from gains from certain asset sales to the extent
necessary to avoid payment of taxes on such asset sales imposed under Sections
857(b)(3) and 4981 of the Internal Revenue Code; and

         (f)      Subsidiaries may pay Restricted Payments to the Borrower or
any other Subsidiary.

Notwithstanding the foregoing, but subject to the following sentence, if an
Event of Default or a Major Default exists or a Default or Event of Default
would result from the making of a Restricted Payment, the Borrower may only
declare or make cash distributions to its shareholders during any fiscal year in
an aggregate amount not to exceed the minimum amount necessary for the Borrower
to remain in compliance with Section 7.13. If an Event of Default specified in
Section 10.1.(a), Section 10.1.(b), Section 10.1.(f) or Section 10.1.(g) shall
exist, or if as a result of the occurrence of any other Event of Default any of
the Obligations have been accelerated pursuant to Section 10.2.(a), the Borrower
shall not, and shall not permit any Subsidiary to, make any Restricted Payments
to any Person other than to the Borrower or any Subsidiary.

SECTION 9.3. INDEBTEDNESS.

         The Borrower shall not, and shall not permit any Subsidiary or any
other Loan Party to, incur, assume, or otherwise become obligated in respect of
any Indebtedness after the Agreement Date if as a result of the assumption,
incurring or becoming obligated in respect thereof, and after giving effect
thereto, a Default or Event of Default is or would be caused thereby, or any
Major Default or Event of Default is then in existence, including, without
limitation, a Default or Event of Default resulting from a violation of any of
the covenants contained in Section 9.1.

                                      75


SECTION 9.4. CERTAIN PERMITTED INVESTMENTS.

         The Borrower shall not, and shall not permit any Subsidiary to, make
any Investment in or otherwise own the following items which would cause the
aggregate value of such holdings of the Borrower and such other Subsidiaries to
exceed the applicable limits set forth below:

         (a)      Investments in Unconsolidated Affiliates and other Persons
that are not Subsidiaries and Investments in Subsidiaries that own
Non-Controlled Properties, such that the aggregate value of such Investments
(determined in a manner consistent with the definition of Total Asset Value or,
if not contemplated under the definition of Total Asset Value, as determined in
accordance with GAAP) exceeds 30.0% of Total Asset Value at any time;

         (b)      Mortgage Receivables, such that the aggregate book value of
all such Mortgage Receivables exceeds 10.0% of Total Asset Value at any time;
and

         (c)      real property under construction such that the aggregate
Construction Budget for all such real property exceeds 15.0% of Total Asset
Value at any time.

In addition to the foregoing limitations, the aggregate value of all of the
items subject to the limitations in the preceding clauses (a) through (c) shall
not exceed 30.0% of Total Asset Value at any time.

SECTION 9.5. INVESTMENTS GENERALLY.

         The Borrower shall not, and shall not permit any Subsidiary or other
Loan Party to, directly or indirectly, acquire, make or purchase any Investment,
or permit any Investment of such Person to be outstanding on and after the
Agreement Date, other than the following:

         (a)      Investments in Subsidiaries in existence on the Agreement Date
and disclosed on Part I of Schedule 6.1.(b);

         (b)      Investments to acquire Equity Interests of a Subsidiary or any
other Person who after giving effect to such acquisition would be a Subsidiary,
so long as in each case (i) as a result of such Investment, and after giving
effect thereto, no Default or Event of Default is or would be caused thereby,
and no other Major Default or Event of Default is then in existence and (ii) if
such Subsidiary is (or after giving effect to such Investment would become) a
Material Subsidiary, and is not an Excluded Subsidiary and does not own a
Non-Controlled Property, the terms and conditions set forth in Section 7.12. are
satisfied;

         (c)      Investments permitted under Section 9.4.;

         (d)      Investments in Cash Equivalents;

         (e)      intercompany Indebtedness among the Borrower and its Wholly
Owned Subsidiaries provided that such Indebtedness is permitted by the terms of
Section 9.3.;

                                      76


         (f)      loans and advances to officers and employees (i) to finance
their exercise of options to acquire stock in the Borrower to the extent made
pursuant to arrangements in existence on the Agreement Date and only as
permitted by Applicable Law and (ii) for moving, entertainment, travel and other
similar expenses in the ordinary course of business consistent with past
practices; and

         (g)      any other Investment so long as a result of making such
Investment, and immediately thereafter and after giving effect thereto, no
Default or Event of Default is or would be caused thereby, and no other Major
Default or Event of Default is then in existence.

SECTION 9.6. LIENS; NEGATIVE PLEDGES; OTHER MATTERS.

         (a)      The Borrower shall not, and shall not permit any Subsidiary or
other Loan Party to, create, assume, or incur any Lien (other than Permitted
Liens) upon any of its properties, assets, income or profits of any character
whether now owned or hereafter acquired if as a result of the creation,
assumption or incurring of such Lien, a Default or Event of Default is or would
be caused thereby or any other Major Default or Event of Default is then in
existence, including without limitation, a Default or Event of Default resulting
from a violation of any of the covenants contained in Section 9.1.

         (b)      The Borrower shall not, and shall not permit any Subsidiary or
other Loan Party to, enter into, assume or otherwise be bound by any Negative
Pledge except for a Negative Pledge contained in any agreement (i) evidencing
Indebtedness which the Borrower or such Subsidiary may create, incur, assume, or
permit or suffer to exist under Section 9.3.; (ii) which Indebtedness is secured
by a Lien permitted to exist hereunder and (iii) which prohibits the creation of
any other Lien on only the property securing such Indebtedness as of the date
such agreement was entered into.

         (c)      The Borrower shall not, and shall not permit any Subsidiary or
other Loan Party to, create or otherwise cause or suffer to exist or become
effective any consensual encumbrance or restriction of any kind on the ability
of any Subsidiary (other than an Excluded Subsidiary) to: (i) pay dividends or
make any other distribution on any of such Subsidiary's capital stock or other
equity interests owned by the Borrower or any Subsidiary; (ii) pay any
Indebtedness owed to the Borrower or any Subsidiary; (iii) make loans or
advances to the Borrower or any Subsidiary; or (iv) transfer any of its property
or assets to the Borrower or any Subsidiary other than, in the case of any
Subsidiary that is not a Wholly Owned Subsidiary, limitations arising after the
date hereof to the effect that any such dividends, distributions, loans,
advances or transfers of property must be on fair and reasonable terms and on an
arm's length basis.

SECTION 9.7. MERGER, CONSOLIDATION, SALES OF ASSETS AND OTHER ARRANGEMENTS.

         The Borrower shall not, and shall not permit any Subsidiary or other
Loan Party to: (i) enter into any transaction of merger or consolidation; (ii)
liquidate, wind up or dissolve itself (or suffer any liquidation or
dissolution); or (iii) convey, sell, lease, sublease, transfer or otherwise
dispose of, in one transaction or a series of transactions, all or any
substantial part of its business or assets, whether now owned or hereafter
acquired; provided, however, that:

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         (a)      any of the actions described in the immediately preceding
clauses (i) through (iii) may be taken with respect to any Subsidiary or any
other Loan Party (other than the Borrower) so long as, as a result of the taking
of such action, and after giving effect thereto, no Default or Event of Default
is or would be caused thereby or any other Major Default or Event of Default is
then in existence; notwithstanding the foregoing, any such Loan Party may enter
into a transaction of merger pursuant to which such Loan Party is not the
survivor of such merger only if (i) the Borrower shall have given the Agent and
the Lenders at least 10 Business Days' prior written notice of such merger; (ii)
if the survivor entity is a Material Subsidiary (and not an Excluded Subsidiary)
within 5 Business Days of consummation of such merger, the survivor entity (if
not already a Guarantor) shall have executed and delivered an assumption
agreement in form and substance satisfactory to the Agent pursuant to which such
survivor entity shall assume all of the such Loan Party's Obligations under this
Agreement and the other Loan Documents to which it is a party; (iii) within 30
days of consummation of such merger, the survivor entity delivers to the Agent
the following: (A) items of the type referred to in Sections 5.1.(a)(ix) through
(xii) with respect to the survivor entity as in effect after consummation of
such merger (if not previously delivered to the Agent and still in effect), (B)
copies of all documents entered into by such Loan Party or the survivor entity
to effectuate the consummation of such merger, including, but not limited to,
articles of merger and the plan of merger, (C) copies, certified by the
Secretary or Assistant Secretary (or other individual performing similar
functions) of such Loan Party or the survivor entity, of all corporate and
shareholder action authorizing such merger and (D) copies of any filings with
the Securities and Exchange Commission in connection with such merger; and (iv)
such Loan Party and the survivor entity each takes such other action and
delivers such other documents, instruments, opinions and agreements as the Agent
may reasonably request;

         (b)      the Borrower, its Subsidiaries and the other Loan Parties may
lease and sublease their respective assets, as lessor or sublessor (as the case
may be), in the ordinary course of their business;

         (c)      a Person may merge with and into the Borrower so long as (i)
the Borrower is the survivor of such merger, (ii) immediately prior to such
merger, and immediately thereafter and after giving effect thereto, no Default
or Event of Default is or would be in existence, and (iii) the Borrower shall
have given the Agent and the Lenders at least 10 Business Days' prior written
notice of such merger (except that such prior notice shall not be required in
the case of the merger of a Subsidiary with and into the Borrower);

         (d)      the Borrower and each Subsidiary may sell, transfer or dispose
of assets (including by merger or liquidation of Subsidiaries) among themselves;
and

         (e)      the Borrower and each Subsidiary may transfer property as
security for Indebtedness permitted by Section 9.3.

SECTION 9.8. FISCAL YEAR.

         The Borrower shall not change its fiscal year from that in effect as of
the Agreement Date.

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SECTION 9.9. MODIFICATIONS OF ORGANIZATIONAL DOCUMENTS.

         The Borrower shall not, and shall not permit any Loan Party or other
Subsidiary to, amend, supplement, restate or otherwise modify its articles or
certificate of incorporation, by-laws, operating agreement, declaration of
trust, partnership agreement or other applicable organizational document if such
amendment, supplement, restatement or other modification could reasonably be
expected to have a Material Adverse Effect.

SECTION 9.10. TRANSACTIONS WITH AFFILIATES.

         The Borrower shall not, and shall not permit any of its Subsidiaries or
any other Loan Party to, permit to exist or enter into, any transaction
(including the purchase, sale, lease or exchange of any property or the
rendering of any service) with any Affiliate, except (a) compensation, bonus and
benefit arrangements with employees and trustees as permitted by Applicable Law;
(b) transactions not prohibited by Section 9.7. to the extent among the
Borrower, the other Loan Parties and other Subsidiaries; and (c) other
transactions in the ordinary course of and pursuant to the reasonable
requirements of the business of the Borrower or any of its Subsidiaries and upon
fair and reasonable terms which are no less favorable to the Borrower or such
Subsidiary than would be obtained in a comparable arm's length transaction with
a Person that is not an Affiliate.

SECTION 9.11. ERISA EXEMPTIONS.

         The Borrower shall not, and shall not permit any Subsidiary to, permit
any of its respective assets to become or be deemed to be "plan assets" within
the meaning of ERISA, the Internal Revenue Code and the respective regulations
promulgated thereunder other than as a result of contributions by the Borrower
or a Subsidiary to Benefit Arrangements, Plans or Multiemployer Plans not
prohibited by this Agreement or any other Loan Document.

SECTION 9.12. NON-CONTROLLED PROPERTIES.

         The Borrower shall not permit any Subsidiary that owns a Non-Controlled
Property to own any assets other than another Non-Controlled Property and other
nonmaterial assets incidental to the ownership of a Non-Controlled Property.

                               ARTICLE X. DEFAULT

SECTION 10.1. EVENTS OF DEFAULT.

         Each of the following shall constitute an Event of Default, whatever
the reason for such event and whether it shall be voluntary or involuntary or be
effected by operation of Applicable Law or pursuant to any judgment or order of
any Governmental Authority:

         (a)      Default in Payment of Principal. The Borrower shall fail to
pay when due (whether upon demand, at maturity, by reason of acceleration or
otherwise) the principal of any of the Loans, or any Reimbursement Obligation.

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         (b)      Default in Payment of Interest and Other Obligations. The
Borrower shall fail to pay when due any interest on any of the Loans or any of
the other payment Obligations (other than the principal of any Loan) owing by
the Borrower under this Agreement or any other Loan Document, or any other Loan
Party shall fail to pay when due any payment Obligation owing by such other Loan
Party under any Loan Document to which it is a party, and such failure shall
continue for a period of 5 Business Days.

         (c)      Default in Performance. (i) The Borrower shall fail to perform
or observe any term, covenant, condition or agreement contained in Section
8.4.(h) or in Article IX. or (ii) the Borrower or any other Loan Party shall
fail to perform or observe any term, covenant, condition or agreement contained
in this Agreement or any other Loan Document to which it is a party and not
otherwise mentioned in this Section and in the case of this clause (ii) such
failure shall continue for a period of 30 days after the earlier of (x) the date
upon which a Responsible Officer of the Borrower or such Loan Party obtains
knowledge of such failure or (y) the date upon which the Borrower has received
written notice of such failure from the Agent.

         (d)      Misrepresentations. Any written statement, representation or
warranty made or deemed made by or on behalf of the Borrower or any other Loan
Party under this Agreement or under any other Loan Document, or any amendment
hereto or thereto, or in any other writing or statement at any time furnished or
made or deemed made by or on behalf of the Borrower or any other Loan Party to
the Agent or any Lender, shall at any time prove to have been incorrect or
misleading, in light of the circumstances in which made or deemed made, in any
material respect when furnished or made or deemed made.

         (e)      Indebtedness Cross-Default.

                  (i)      The Borrower, any Subsidiary or any other Loan Party
         shall fail to pay when due and payable the principal of, or interest on
         (after giving effect to the expiration of any grace period for such
         payment), any Indebtedness (other than the Loans but including Secured
         Indebtedness accelerated, or required to be prepaid or repurchased
         prior to the stated maturity thereof, as a result of a casualty with
         respect to, or condemnation of, the property securing such Secured
         Indebtedness) having an aggregate outstanding principal amount of
         $15,000,000 or more ("MATERIAL INDEBTEDNESS"); or

                  (ii)     (x) the maturity of any Material Indebtedness shall
         have been accelerated in accordance with the provisions of any
         indenture, contract or instrument evidencing, providing for the
         creation of or otherwise concerning such Material Indebtedness or (y)
         any Material Indebtedness shall have been required to be prepaid or
         repurchased prior to the stated maturity thereof;

                  (iii)    any other event shall have occurred and be continuing
         (and any related grace period shall have expired) which would permit
         any holder or holders of Material Indebtedness, any trustee or agent
         acting on behalf of such holder or holders or any other Person, to
         accelerate the maturity of any such Material Indebtedness or require
         any such Material Indebtedness to be prepaid or repurchased prior to
         its stated maturity; or

                                      80


                  (iv)     any Loan Party shall fail to pay when due and payable
         amounts in excess of $15,000,000 in the aggregate owing in respect of
         any Derivatives Contracts.

         The provisions of the immediately preceding clauses (ii) and (iii)
         shall not apply to any Secured Indebtedness accelerated, or required to
         be prepaid or repurchased prior to the stated maturity thereof, as a
         result of a casualty with respect to, or condemnation of, the property
         securing such Secured Indebtedness.

         (f)      Voluntary Bankruptcy Proceeding. The Borrower, any other Loan
Party or any Significant Subsidiary shall: (i) commence a voluntary case under
the Bankruptcy Code of 1978, as amended, or other federal bankruptcy laws (as
now or hereafter in effect); (ii) file a petition seeking to take advantage of
any other Applicable Laws, domestic or foreign, relating to bankruptcy,
insolvency, reorganization, winding-up, or composition or adjustment of debts;
(iii) consent to, or fail to contest in a timely and appropriate manner, any
petition filed against it in an involuntary case under such bankruptcy laws or
other Applicable Laws or consent to any proceeding or action described in the
immediately following subsection; (iv) apply for or consent to, or fail to
contest in a timely and appropriate manner, the appointment of, or the taking of
possession by, a receiver, custodian, trustee, or liquidator of itself or of a
substantial part of its property, domestic or foreign; (v) admit in writing its
inability to pay its debts as they become due; (vi) make a general assignment
for the benefit of creditors; (vii) make a conveyance fraudulent as to creditors
under any Applicable Law; or (viii) take any corporate or partnership action for
the purpose of effecting any of the foregoing.

         (g)      Involuntary Bankruptcy Proceeding. A case or other proceeding
shall be commenced against the Borrower, any other Loan Party or any Significant
Subsidiary in any court of competent jurisdiction seeking: (i) relief under the
Bankruptcy Code of 1978, as amended, or other federal bankruptcy laws (as now or
hereafter in effect) or under any other Applicable Laws, domestic or foreign,
relating to bankruptcy, insolvency, reorganization, winding-up, or composition
or adjustment of debts; or (ii) the appointment of a trustee, receiver,
custodian, liquidator or the like of such Person, or of all or any substantial
part of the assets, domestic or foreign, of such Person, and such case or
proceeding shall continue undismissed or unstayed for a period of 60 consecutive
calendar days, or an order granting the remedy or other relief requested in such
case or proceeding against the Borrower, such Subsidiary or such other Loan
Party (including, but not limited to, an order for relief under such Bankruptcy
Code or such other federal bankruptcy laws) shall be entered.

         (h)      Litigation; Enforceability. The Borrower or any other Loan
Party shall disavow, revoke or terminate (or attempt to terminate) any Loan
Document to which it is a party or shall otherwise challenge or contest in any
action, suit or proceeding in any court or before any Governmental Authority the
validity or enforceability of this Agreement, any Note or any other Loan
Document or this Agreement, any Note, the Guaranty or any other Loan Document
shall cease to be in full force and effect (except as a result of the express
terms thereof).

         (i)      Judgment. A judgment or order for the payment of money or for
an injunction shall be entered against the Borrower, any Subsidiary or any other
Loan Party, by any court or other tribunal and (i) such judgment or order shall
continue for a period of 30 days without being

                                      81


paid, stayed or dismissed through appropriate appellate proceedings and (ii)
either (A) the amount of such judgment or order for which insurance has not been
acknowledged in writing by the applicable insurance carrier (or the amount as to
which the insurer has denied liability) exceeds, individually or together with
all other such outstanding judgments or orders entered against the Borrower,
such Subsidiaries and such other Loan Parties, $15,000,000 or (B) in the case of
an injunction or other non-monetary judgment, such judgment could reasonably be
expected to have a Material Adverse Effect.

         (j)      Attachment. A warrant, writ of attachment, execution or
similar process shall be issued against any property of the Borrower, any
Subsidiary or any other Loan Party which exceeds, individually or together with
all other such warrants, writs, executions and processes, $15,000,000 in amount
and such warrant, writ, execution or process shall not be discharged, vacated,
stayed or bonded for a period of 30 days; provided, however, that if a bond has
been issued in favor of the claimant or other Person obtaining such warrant,
writ, execution or process, the issuer of such bond shall execute a waiver or
subordination agreement in form and substance satisfactory to the Agent pursuant
to which the issuer of such bond subordinates its right of reimbursement,
contribution or subrogation to the Obligations and waives or subordinates any
Lien it may have on the assets of any Loan Party.

         (k)      ERISA. Any member of the ERISA Group shall fail to pay when
due an amount or amounts aggregating in excess of $15,000,000 which it shall
have become liable to pay under Title IV of ERISA; or notice of intent to
terminate a Plan or Plans having Unfunded Liabilities in excess of $15,000,000
in the aggregate shall be filed under Title IV of ERISA by any member of the
ERISA Group, any plan administrator or any combination of the foregoing; or the
PBGC shall institute proceedings under Title IV of ERISA to terminate, to impose
liability (other than for premiums under Section 4007 of ERISA) in respect of,
or to cause a trustee to be appointed to administer, any Plan or Plans having
Unfunded Liabilities in excess of $15,000,000 in the aggregate; or a condition
shall exist by reason of which the PBGC would be entitled to obtain a decree
adjudicating that any Plan or Plans having Unfunded Liabilities in excess of
$15,000,000 in the aggregate must be terminated; or there shall occur a complete
or partial withdrawal from, or a default, within the meaning of Section
4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which
could cause one or more members of the ERISA Group to incur a current payment
obligation in excess of $15,000,000.

         (l)      Loan Documents. An Event of Default (as defined therein) shall
occur under any of the other Loan Documents.

         (m)      Change of Control/Change in Management.

                  (i)      Any "person" or "group" (as such terms are used in
         Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
         amended (the "EXCHANGE ACT")), is or becomes the "beneficial owner" (as
         defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a
         Person will be deemed to have "beneficial ownership" of all securities
         that such Person has the right to acquire, whether such right is
         exercisable immediately or only after the passage of time), directly or
         indirectly, of more than 20.0% of the total voting power of the then
         outstanding voting stock of the Borrower; or

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                  (ii)     During any period of 12 consecutive months ending
         after the Agreement Date, individuals who at the beginning of any such
         12-month period constituted the Board of Trustees of the Borrower
         (together with any new trustees whose election by such Board or whose
         nomination for election by the shareholders of the Borrower was
         approved by a vote of a majority of the trustees then still in office
         who were either trustees at the beginning of such period or whose
         election or nomination for election was previously so approved) cease
         for any reason to constitute at least two-thirds of the Board of
         Trustees of the Borrower then in office.

SECTION 10.2. REMEDIES UPON EVENT OF DEFAULT.

         Upon the occurrence of an Event of Default the following provisions
         shall apply:

         (a)      Acceleration; Termination of Facilities.

                  (i)      Automatic. Upon the occurrence of an Event of Default
         specified in Sections 10.1.(f) or 10.1.(g), (A)(i) the principal of,
         and all accrued interest on, the Loans and the Notes at the time
         outstanding, (ii) an amount equal to the Stated Amount of all Letters
         of Credit outstanding as of the date of the occurrence of such Event of
         Default and (iii) all of the other Obligations of the Borrower,
         including, but not limited to, the other amounts owed to the Lenders,
         the Swingline Lender and the Agent under this Agreement, the Notes or
         any of the other Loan Documents shall become immediately and
         automatically due and payable by the Borrower without presentment,
         demand, protest, or other notice of any kind, all of which are
         expressly waived by the Borrower and (B) the obligation of the Lenders
         to make Revolving Loans, the obligation of the Swingline Lender to make
         Swingline Loans, the obligation of the Agent to issue Letters of Credit
         hereunder, and all of the Commitments shall all immediately and
         automatically terminate.

                  (ii)     Optional. If any other Event of Default shall exist,
         the Agent shall, at the direction of the Requisite Lenders: (A) declare
         (1) the principal of, and accrued interest on, the Loans and the Notes
         at the time outstanding, (2) an amount equal to the Stated Amount of
         all Letters of Credit outstanding as of the date of the occurrence of
         such other Event of Default and (3) all of the other Obligations,
         including, but not limited to, the other amounts owed to the Lenders
         and the Agent under this Agreement, the Notes or any of the other Loan
         Documents to be forthwith due and payable, whereupon the same shall
         immediately become due and payable without presentment, demand, protest
         or other notice of any kind, all of which are expressly waived by the
         Borrower and (B) terminate the Commitments and the obligation of the
         Lenders to make Loans hereunder and the obligation of the Agent to
         issue Letters of Credit hereunder. Further, if the Agent has exercised
         any of the rights provided under the preceding sentence, the Swingline
         Lender shall: (x) declare the principal of, and accrued interest on,
         the Swingline Loans and the Swingline Note at the time outstanding, and
         all of the other Obligations owing to the Swingline Lender, to be
         forthwith due and payable, whereupon the same shall immediately become
         due and payable without presentment, demand, protest or other notice of
         any kind, all of which are expressly waived by the Borrower and (y)
         terminate

                                      83


         the Swingline Commitment and the obligation of the Swingline Lender to
         make Swingline Loans.

         (b)      Loan Documents. The Requisite Lenders may direct the Agent to,
and the Agent if so directed shall, exercise any and all of its rights under any
and all of the other Loan Documents.

         (c)      Applicable Law. The Requisite Lenders may direct the Agent to,
and the Agent if so directed shall, exercise all other rights and remedies it
may have under any Applicable Law.

         (d)      Appointment of Receiver. To the extent permitted by Applicable
Law and as directed by the Requisite Lenders, the Agent and the Lenders shall be
entitled to the appointment of a receiver for the assets and properties of the
Borrower and its Subsidiaries, without notice of any kind whatsoever and without
regard to the adequacy of any security for the Obligations or the solvency of
any party bound for its payment, to take possession of all or any portion of the
business operations of the Borrower and its Subsidiaries and to exercise such
power as the court shall confer upon such receiver.

SECTION 10.3. ALLOCATION OF PROCEEDS.

         If an Event of Default shall exist and maturity of any of the
Obligations has been accelerated, all payments received by the Agent under any
of the Loan Documents, in respect of any principal of or interest on the
Obligations or any other amounts payable by the Borrower hereunder or
thereunder, shall be applied in the following order and priority:

                  (a)      amounts due to the Agent in respect of fees and
         expenses due under Section 12.2.;

                  (b)      amounts due to the Lenders in respect of fees and
         expenses due under Section 12.2., pro rata in the amount then due each
         Lender;

                  (c)      payments of interest on Swingline Loans;

                  (d)      payments of interest on all other Loans and
         Reimbursement Obligations, to be applied for the ratable benefit of the
         Lenders;

                  (e)      payments of principal of Swingline Loans;

                  (f)      payments of principal of all other Loans,
         Reimbursement Obligations and other Letter of Credit Liabilities, to be
         applied for the ratable benefit of the Lenders; provided, however, to
         the extent that any amounts available for distribution pursuant to this
         subsection are attributable to the issued but undrawn amount of an
         outstanding Letters of Credit, such amounts shall be paid to the Agent
         for deposit into the Collateral Account);

                  (g)      amounts due the Agent and the Lenders from the
         Borrower or the other Loan Parties pursuant to Sections 11.7. and
         12.9.;

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                  (h)      payments of all other Obligations and other amounts
         due and owing by the Borrower and the other Loan Parties under any of
         the Loan Documents, if any, to be applied for the ratable benefit of
         the Lenders; and

                  (i)      any amount remaining after application as provided
         above, shall be paid to the Borrower or whomever else may be legally
         entitled thereto.

SECTION 10.4. COLLATERAL ACCOUNT.

         (a)      As collateral security for the prompt payment in full when due
of all Letter of Credit Liabilities and the other Obligations, the Borrower
hereby pledges and grants to the Agent, for the ratable benefit of the Agent and
the Lenders as provided herein, a security interest in all of its right, title
and interest in and to the Collateral Account and the balances from time to time
in the Collateral Account (including the investments and reinvestments therein
provided for below). The balances from time to time in the Collateral Account
shall not constitute payment of any Letter of Credit Liabilities until applied
by the Agent as provided herein. Anything in this Agreement to the contrary
notwithstanding, funds held in the Collateral Account shall be subject to
withdrawal only as provided in this Section.

         (b)      Amounts on deposit in the Collateral Account shall be invested
and reinvested by the Agent in such Cash Equivalents as the Agent shall
determine in its sole discretion. All such investments and reinvestments shall
be held in the name of and be under the sole dominion and control of the Agent
for the ratable benefit of the Lenders. The Agent shall exercise reasonable care
in the custody and preservation of any funds held in the Collateral Account and
shall be deemed to have exercised such care if such funds are accorded treatment
substantially equivalent to that which the Agent accords other funds deposited
with the Agent, it being understood that the Agent shall not have any
responsibility for taking any necessary steps to preserve rights against any
parties with respect to any funds held in the Collateral Account.

         (c)      If a drawing pursuant to any Letter of Credit occurs on or
prior to the expiration date of such Letter of Credit, the Borrower authorizes
the Agent to use the monies deposited in the Collateral Account to make payment
to the beneficiary with respect to such drawing or the payee with respect to
such presentment.

         (d)      If an Event of Default exists, the Requisite Lenders may, in
their discretion, at any time and from time to time, instruct the Agent to
liquidate any such investments and reinvestments and apply proceeds thereof to
the Obligations in accordance with Section 10.3.

         (e)      So long as no Default or Event of Default exists, and to the
extent amounts on deposit in the Collateral Account exceed the aggregate amount
of the Letter of Credit Liabilities, the Agent shall, from time to time, at the
request of the Borrower, deliver to the Borrower within ten (10) Business Days
after the Agent's receipt of such request from the Borrower, against receipt but
without any recourse, warranty or representation whatsoever (other than a
warranty that the Agent did not create any consensual Lien in any such amounts),
such of the balances in the Collateral Account as exceed the aggregate amount of
Letter of Credit Liabilities at such time.

                                      85


         (f)      The Borrower shall pay to the Agent from time to time such
fees as the Agent normally charges for similar services in connection with the
Agent's administration of the Collateral Account and investments and
reinvestments of funds therein.

SECTION 10.5. PERFORMANCE BY AGENT.

         If the Borrower shall fail to perform any covenant, duty or agreement
contained in any of the Loan Documents, the Agent may, after notice to the
Borrower, perform or attempt to perform such covenant, duty or agreement on
behalf of the Borrower after the expiration of any cure or grace periods set
forth herein. In such event, the Borrower shall, at the request of the Agent,
promptly pay any amount reasonably expended by the Agent in such performance or
attempted performance to the Agent, together with interest thereon at the
applicable Post-Default Rate from the date of such expenditure until paid.
Notwithstanding the foregoing, neither the Agent nor any Lender shall have any
liability or responsibility whatsoever for the performance of any obligation of
the Borrower under this Agreement or any other Loan Document except to the
extent resulting from its gross negligence or willful misconduct as determined
by a court of competent jurisdiction in a final, non-appealable judgment.

SECTION 10.6. RIGHTS CUMULATIVE.

         The rights and remedies of the Agent and the Lenders under this
Agreement and each of the other Loan Documents shall be cumulative and not
exclusive of any rights or remedies which any of them may otherwise have under
Applicable Law. In exercising their respective rights and remedies the Agent and
the Lenders may be selective and no failure or delay by the Agent or any of the
Lenders in exercising any right shall operate as a waiver of it, nor shall any
single or partial exercise of any power or right preclude its other or further
exercise or the exercise of any other power or right.

                              ARTICLE XI. THE AGENT

SECTION 11.1. AUTHORIZATION AND ACTION.

         Each Lender hereby appoints and authorizes the Agent to take such
action as contractual representative on such Lender's behalf and to exercise
such powers under this Agreement and the other Loan Documents as are
specifically delegated to the Agent by the terms hereof and thereof, together
with such powers as are reasonably incidental thereto. Not in limitation of the
foregoing, each Lender authorizes and directs the Agent to enter into the Loan
Documents for the benefit of the Lenders. Each Lender hereby agrees that, except
as otherwise set forth herein, any action taken by the Requisite Lenders, the
Requisite Revolving Lenders, the Requisite Term Lenders, the Requisite Three
Year Term Lenders and the Requisite Five Year Term Lenders in accordance with
the provisions of this Agreement or the Loan Documents, and the exercise by the
Requisite Lenders, the Requisite Revolving Lenders, the Requisite Term Lenders,
the Requisite Three Year Term Lenders or the Requisite Five Year Term Lenders of
the powers set forth herein or therein, together with such other powers as are
reasonably incidental thereto, shall be authorized and binding upon all of the
Lenders, the Revolving Lenders or the Term Lenders,

                                      86


as applicable. Nothing herein shall be construed to deem the Agent a trustee or
fiduciary for any Lender nor to impose on the Agent duties or obligations other
than those expressly provided for herein. Promptly upon receipt thereof, the
Agent will forward to each Lender copies or, where appropriate, originals of the
documents delivered to the Agent pursuant to Article VIII of this Agreement
(except for items delivered pursuant to Section 8.4.(m)). The Agent will also
furnish promptly to any Lender, a copy of any certificate or notice furnished to
the Agent by the Borrower, any Loan Party or any other Affiliate of the
Borrower, pursuant to this Agreement or any other Loan Document not already
delivered to such Lender pursuant to the terms of this Agreement or any such
other Loan Document. As to any matters not expressly provided for by the Loan
Documents (including, without limitation, enforcement or collection of any of
the Obligations), the Agent shall not be required to exercise any discretion or
take any action, but shall be required to act or to refrain from acting (and
shall be fully protected in so acting or refraining from acting) upon the
instructions of the Requisite Lenders (or all of the Lenders if explicitly
required under any other provision of this Agreement), and such instructions
shall be binding upon all Lenders and all holders of any of the Obligations;
provided, however, that, notwithstanding anything in this Agreement to the
contrary, the Agent shall not be required to take any action which exposes the
Agent to personal liability or which is contrary to this Agreement or any other
Loan Document or Applicable Law. Not in limitation of the foregoing, the Agent
shall not exercise any right or remedy it or the Lenders may have under any Loan
Document upon the occurrence of a Default or an Event of Default unless the
Requisite Lenders have so directed the Agent to exercise such right or remedy.

SECTION 11.2. AGENT'S RELIANCE, ETC.

         Notwithstanding any other provisions of this Agreement or any other
Loan Documents, neither the Agent nor any of its directors, officers, agents,
employees or counsel shall be liable for any action taken or omitted to be taken
by it or them under or in connection with this Agreement or any other Loan
Document, except for its or their own gross negligence or willful misconduct as
determined by a court of competent jurisdiction in a final, non-appealable
judgment. Without limiting the generality of the foregoing, the Agent: (a) may
treat the payee of any Note as the holder thereof until the Agent receives
written notice of the assignment or transfer thereof signed by such payee and in
form satisfactory to the Agent; (b) may consult with legal counsel (including
its own counsel or counsel for the Borrower or any other Loan Party),
independent public accountants and other experts selected by it and shall not be
liable for any action taken or omitted to be taken in good faith by it in
accordance with the advice of such counsel, accountants or experts; (c) makes no
warranty or representation to any Lender or any other Person and shall not be
responsible to any Lender or any other Person for any statements, warranties or
representations made by any Person in or in connection with this Agreement or
any other Loan Document; (d) shall not have any duty to ascertain or to inquire
as to the performance or observance of any of the terms, covenants or conditions
of any of this Agreement or any other Loan Document or the satisfaction of any
conditions precedent under this Agreement or any Loan Document on the part of
the Borrower or other Persons or inspect the property, books or records of the
Borrower or any other Person; (e) shall not be responsible to any Lender for the
due execution, legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement or any other Loan Document, any other instrument or
document furnished pursuant thereto or any collateral covered thereby or the
perfection or priority of any Lien in favor of the Agent on behalf of the
Lenders in any such collateral; and (f) shall incur no liability under or in

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respect of this Agreement or any other Loan Document by acting upon any notice,
consent, certificate or other instrument or writing (which may be by telephone
or telecopy) believed by it to be genuine and signed, sent or given by the
proper party or parties.

SECTION 11.3. NOTICE OF DEFAULTS.

         The Agent shall not be deemed to have knowledge or notice of the
occurrence of a Default or Event of Default unless the Agent has received notice
from a Lender or the Borrower referring to this Agreement, describing with
reasonable specificity such Default or Event of Default and stating that such
notice is a "notice of default." If any Lender (excluding the Lender which is
also serving as the Agent) becomes aware of any Default or Event of Default, it
shall promptly send to the Agent such a "notice of default." Further, if the
Agent receives such a "notice of default", the Agent shall give prompt notice
thereof to the Lenders.

SECTION 11.4. WACHOVIA AS LENDER.

         Wachovia, as a Lender, shall have the same rights and powers under this
Agreement and any other Loan Document as any other Lender and may exercise the
same as though it were not the Agent; and the term "Lender" or "Lenders" shall,
unless otherwise expressly indicated, include Wachovia in each case in its
individual capacity. Wachovia and its affiliates may each accept deposits from,
maintain deposits or credit balances for, invest in, lend money to, act as
trustee under indentures of, serve as financial advisor to, and generally engage
in any kind of business with, the Borrower, any other Loan Party or any other
affiliate thereof as if it were any other bank and without any duty to account
therefor to the other Lenders. Further, the Agent and any affiliate may accept
fees and other consideration from the Borrower for services in connection with
this Agreement and otherwise without having to account for the same to the other
Lenders. The Lenders acknowledge that, pursuant to such activities, Wachovia or
its affiliates may receive information regarding the Borrower, other Loan
Parties, other Subsidiaries and other Affiliates (including information that may
be subject to confidentiality obligations in favor of such Person) and
acknowledge that the Agent shall be under no obligation to provide such
information to them.

SECTION 11.5. APPROVALS OF LENDERS.

         All communications from the Agent to any Lender requesting such
Lender's determination, consent, approval or disapproval (a) shall be given in
the form of a written notice to such Lender, (b) shall be accompanied by a
description of the matter or issue as to which such determination, approval,
consent or disapproval is requested, or shall advise such Lender where
information, if any, regarding such matter or issue may be inspected, or shall
otherwise describe the matter or issue to be resolved, (c) shall include, if
reasonably requested by such Lender and to the extent not previously provided to
such Lender, written materials and a summary of all oral information provided to
the Agent by the Borrower in respect of the matter or issue to be resolved, and
(d) shall include the Agent's recommended course of action or determination in
respect thereof. Each Lender shall reply promptly, but in any event within 10
Business Days (or such lesser or greater period as may be specifically required
under the Loan Documents) of receipt of such communication. Except as otherwise
provided in this Agreement, unless a Lender shall give written notice to the
Agent that it specifically objects to the recommendation or

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determination of the Agent (together with a written explanation of the reasons
behind such objection) within the applicable time period for reply, such Lender
shall be deemed to have conclusively approved of or consented to such
recommendation or determination.

SECTION 11.6. LENDER CREDIT DECISION, ETC.

         Each Lender expressly acknowledges and agrees that neither the Agent
nor any of its officers, directors, employees, agents, counsel,
attorneys-in-fact or other affiliates has made any representations or warranties
as to the financial condition, operations, creditworthiness, solvency or other
information concerning the business or affairs of the Borrower, any other Loan
Party, any Subsidiary or any other Person to such Lender and that no act by the
Agent hereafter taken, including any review of the affairs of the Borrower, any
other Loan Party or any other Subsidiary, shall be deemed to constitute any such
representation or warranty by the Agent to any Lender. Each Lender acknowledges
that it has made its own credit and legal analysis and decision to enter into
this Agreement and the transactions contemplated hereby independently and
without reliance upon the Agent, any other Lender or counsel to the Agent, or
any of their respective officers, directors, employees and agents, and based on
the financial statements of the Borrower or the Subsidiaries and inquiries of
such Persons, its independent due diligence of the business and affairs of the
Borrower, the Loan Parties, the Subsidiaries and other Persons, its review of
the Loan Documents, the legal opinions required to be delivered to it hereunder,
the advice of its own counsel and such other documents and information as it has
deemed appropriate. Each Lender also acknowledges that it will, independently
and without reliance upon the Agent, any other Lender or counsel to the Agent or
any of their respective officers, directors, employees and agents, and based on
such review, advice, documents and information as it shall deem appropriate at
the time, continue to make its own decisions in taking or not taking action
under the Loan Documents. Except for notices, reports and other documents and
information expressly required to be furnished to the Lenders by the Agent under
this Agreement or any of the other Loan Documents, the Agent shall have no duty
or responsibility to provide any Lender with any credit or other information
concerning the business, operations, property, financial and other condition or
creditworthiness of the Borrower, any other Loan Party or any other Affiliate
thereof which may come into possession of the Agent, or any of its officers,
directors, employees, agents, attorneys-in-fact or other affiliates. Each Lender
acknowledges that the Agent's legal counsel in connection with the transactions
contemplated by this Agreement is only acting as counsel to the Agent and is not
acting as counsel to such Lender.

SECTION 11.7. INDEMNIFICATION OF AGENT.

         Each Lender agrees to indemnify the Agent (to the extent not reimbursed
by the Borrower and without limiting the obligation of the Borrower to do so)
pro rata in accordance with such Lender's respective Aggregate Exposure
Percentage, from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever which may at any time be imposed on, incurred
by, or asserted against the Agent (in its capacity as Agent but not as a Lender)
in any way relating to or arising out of the Loan Documents, any transaction
contemplated hereby or thereby or any action taken or omitted by the Agent under
the Loan Documents (collectively, "INDEMNIFIABLE AMOUNTS"); provided, however,
that no Lender shall be liable for any portion of such Indemnifiable Amounts to
the extent resulting from the Agent's gross negligence or willful

                                      89


misconduct as determined by a court of competent jurisdiction in a final,
non-appealable judgment or if the Agent fails to follow the written direction of
the Requisite Lenders (or all of the Lenders if expressly required hereunder)
unless such failure results from the Agent following the advice of counsel to
the Agent of which advice the Lenders have received notice. Without limiting the
generality of the foregoing but subject to the preceding proviso, each Lender
agrees to reimburse the Agent (to the extent not reimbursed by the Borrower and
without limiting the obligation of the Borrower to do so), promptly upon demand
for its ratable share of any out-of-pocket expenses (including counsel fees of
the counsel(s) of the Agent's own choosing) incurred by the Agent in connection
with the preparation, negotiation, execution, or enforcement of, or legal advice
with respect to the rights or responsibilities of the parties under, the Loan
Documents, any suit or action brought by the Agent to enforce the terms of the
Loan Documents and/or collect any Obligations, any "lender liability" suit or
claim brought against the Agent and/or the Lenders, and any claim or suit
brought against the Agent, and/or the Lenders arising under any Environmental
Laws. Such out-of-pocket expenses (including counsel fees) shall be advanced by
the Lenders on the request of the Agent notwithstanding any claim or assertion
that the Agent is not entitled to indemnification hereunder upon receipt of an
undertaking by the Agent that the Agent will reimburse the Lenders if it is
actually and finally determined by a court of competent jurisdiction that the
Agent is not so entitled to indemnification. The agreements in this Section
shall survive the payment of the Loans and all other amounts payable hereunder
or under the other Loan Documents and the termination of this Agreement. If the
Borrower shall reimburse the Agent for any Indemnifiable Amount following
payment by any Lender to the Agent in respect of such Indemnifiable Amount
pursuant to this Section, the Agent shall share such reimbursement on a ratable
basis with each Lender making any such payment.

SECTION 11.8. SUCCESSOR AGENT.

         The Agent may resign at any time as Agent under the Loan Documents by
giving written notice thereof to the Lenders and the Borrower. The Agent may be
removed as Agent under the Loan Documents for good cause by the Supermajority
Lenders (determined without regard to the Lender then acting as Agent) upon 30
days' prior notice. Upon any such resignation or removal, the Requisite Lenders
(other than the Lender then acting as Agent, in the case of the removal of the
Agent under the immediately preceding sentence) shall have the right to appoint
a successor Agent which appointment shall, provided no Event of Default exists,
be subject to the Borrower's approval, which approval shall not be unreasonably
withheld or delayed (except that the Borrower shall, in all events, be deemed to
have approved each Lender and its affiliates as a successor Agent). If no
successor Agent shall have been so appointed in accordance with the immediately
preceding sentence, and shall have accepted such appointment, within 30 days
after the resigning Agent's giving of notice of resignation or the Lenders'
removal of the resigning Agent, then the resigning or removed Agent may, on
behalf of the Lenders, appoint a successor Agent, which shall be a Lender, if
any Lender shall be willing to serve, and otherwise shall be a commercial bank
having total combined assets of at least $50,000,000,000. Upon the acceptance of
any appointment as Agent hereunder by a successor Agent, such successor Agent
shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Agent, and the retiring Agent shall be
discharged from its duties and obligations under the Loan Documents. Such
successor Agent shall issue letters of credit in substitution for the Letters of
Credit, if any, outstanding at the time of such succession or shall make other
arrangements satisfactory to the current Agent, in either case, to assume
effectively the

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obligations of the current Agent with respect to such Letters of Credit. After
any Agent's resignation or removal hereunder as Agent, the provisions of this
Article XI. shall continue to inure to its benefit as to any actions taken or
omitted to be taken by it while it was Agent under the Loan Documents.

SECTION 11.9. TITLED AGENTS.

         Each of the Titled Agents in each such respective capacity, assumes no
responsibility or obligation hereunder, including, without limitation, for
servicing, enforcement or collection of any of the Loans, nor any duties as an
agent hereunder for the Lenders. The titles of "Arranger," "Syndication Agent"
and "Co-Documentation Agent" are solely honorific and imply no fiduciary
responsibility on the part of the Titled Agents to the Agent, the Borrower or
any Lender and the use of such titles does not impose on the Titled Agents any
duties or obligations greater than those of any other Lender or entitle the
Titled Agents to any rights other than those to which any other Lender is
entitled.

                           ARTICLE XII. MISCELLANEOUS

SECTION 12.1. NOTICES.

         Unless otherwise provided herein, communications provided for hereunder
shall be in writing and shall be mailed, telecopied or delivered as follows:

         If to the Borrower:

                  Federal Realty Investment Trust
                  1626 East Jefferson Street
                  Rockville, Maryland  20852-4041
                  Attn: Stuart Brown
                  Telephone: (301) 998-8143
                  Telecopy:  (301) 998-3701

         and for all notices (other than notices solely under Article II), with
copies to:

                  Legal Department
                  Federal Realty Investment Trust
                  1626 East Jefferson Street
                  Rockville, Maryland 20852-4041
                  Telephone: (301) 998-8100
                  Telecopy: (301) 998-3715

                       and

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                  Wendelin A. White, P.C.
                  Shaw Pittman LLP
                  2300 N Street, NW
                  Washington, DC  20037
                  Telephone: (202) 663-8360
                  Telecopy:  (202) 663-8007

         If to the Agent:

                  Wachovia Bank, National Association
                  301 S. College Street, NC0172
                  Charlotte, North Carolina 28288
                  Attn:  Rex E. Rudy
                  Telephone: (704) 383-6506
                  Telecopy:  (704) 383-6205

         If to a Lender:

                  To such Lender's address or telecopy number, as applicable,
                  set forth on its signature page hereto or in the applicable
                  Assignment and Acceptance Agreement;

or, as to each party at such other address as shall be designated by such party
in a written notice to the other parties delivered in compliance with this
Section. All such notices and other communications shall be effective (i) if
mailed, when received; (ii) if telecopied on a Business Day, when transmitted;
or (iii) if hand delivered or sent by overnight courier, when delivered.
Notwithstanding the immediately preceding sentence, all notices or
communications to the Agent or any Lender under Article II. shall be effective
only when actually received. Neither the Agent nor any Lender shall incur any
liability to the Borrower (nor shall the Agent incur any liability to the
Lenders) for acting upon any telephonic notice referred to in this Agreement
which the Agent or such Lender, as the case may be, believes in good faith to
have been given by a Person authorized to deliver such notice or for otherwise
acting in good faith hereunder. Failure of a Person designated to get a copy of
a notice to receive such copy shall not affect the validity of notice properly
given to any other Person.

SECTION 12.2. EXPENSES.

         The Borrower agrees (a) to pay or reimburse the Agent for all of its
reasonable out-of-pocket costs and expenses incurred in connection with the
preparation, negotiation and execution of, and any amendment, supplement or
modification to, any of the Loan Documents (including due diligence expenses and
travel expenses relating to closing), and the consummation of the transactions
contemplated thereby, including the reasonable fees and disbursements of counsel
to the Agent, (b) to pay or reimburse the Agent and the Lenders for all their
costs and expenses incurred in connection with the enforcement or preservation
of any rights under the Loan Documents, including the reasonable fees and
disbursements of counsel to the Agent and one separate counsel for the Lenders
(but also including the allocated fees and expenses of in-house counsel) and any
payments in indemnification or otherwise payable by the Lenders to the Agent

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pursuant to the Loan Documents, (c) to pay, and indemnify and hold harmless the
Agent, and the Lenders from, any and all recording and filing fees and any and
all liabilities with respect to, or resulting from, any failure to pay or delay
in paying documentary, stamp, excise and other similar taxes, if any, which may
be payable or determined to be payable in connection with the execution and
delivery of any of the Loan Documents, or consummation of any amendment,
supplement or modification of, or any waiver or consent under or in respect of,
any Loan Document and (d) to the extent not already covered by any of the
preceding subsections, to pay or reimburse the Agent and the Lenders for all
their costs and expenses incurred in connection with any bankruptcy or other
proceeding of the type described in Sections 10.1.(f) or 10.1.(g), including the
reasonable fees and disbursements of counsel to the Agent and one separate
counsel for the Lenders (but also including special insolvency counsel and any
required local counsel), whether such fees and expenses are incurred prior to,
during or after the commencement of such proceeding or the confirmation or
conclusion of any such proceeding. If the Borrower shall fail to pay any amounts
required to be paid by it pursuant to this Section, the Agent and/or the Lenders
may pay such amounts on behalf of the Borrower and either deem the same to be
Loans outstanding hereunder or otherwise Obligations owing hereunder.

SECTION 12.3. SETOFF.

         Subject to Section 3.3. and in addition to any rights now or hereafter
granted under Applicable Law and not by way of limitation of any such rights,
the Agent and each Lender is hereby authorized by the Borrower, at any time or
from time to time during the continuance of an Event of Default, without prior
notice to the Borrower or to any other Person, any such notice being hereby
expressly waived, but in the case of a Lender subject to receipt of the prior
written consent of the Agent exercised in its sole discretion, to set off and to
appropriate and to apply any and all deposits (general or special, including,
but not limited to, indebtedness evidenced by certificates of deposit, whether
matured or unmatured) and any other indebtedness at any time held or owing by
the Agent, such Lender or any affiliate of the Agent or such Lender, to or for
the credit or the account of the Borrower against and on account of any of the
Obligations, irrespective of whether or not any or all of the Loans and all
other Obligations have been declared to be, or have otherwise become, due and
payable as permitted by Section 10.2., and although such obligations shall be
contingent or unmatured.

SECTION 12.4. LITIGATION; JURISDICTION; OTHER MATTERS; WAIVERS.

         (a)      EACH PARTY HERETO ACKNOWLEDGES THAT ANY DISPUTE OR CONTROVERSY
BETWEEN OR AMONG THE BORROWER, THE AGENT OR ANY OF THE LENDERS WOULD BE BASED ON
DIFFICULT AND COMPLEX ISSUES OF LAW AND FACT AND WOULD RESULT IN DELAY AND
EXPENSE TO THE PARTIES. ACCORDINGLY, TO THE EXTENT PERMITTED BY APPLICABLE LAW,
EACH OF THE LENDERS, THE AGENT AND THE BORROWER HEREBY WAIVES ITS RIGHT TO A
TRIAL BY JURY IN ANY ACTION OR PROCEEDING OF ANY KIND OR NATURE IN ANY COURT OR
TRIBUNAL IN WHICH AN ACTION MAY BE COMMENCED BY OR AGAINST ANY PARTY HERETO
ARISING OUT OF THIS AGREEMENT, THE NOTES, OR ANY OTHER LOAN DOCUMENT OR BY
REASON OF ANY OTHER SUIT, CAUSE OF ACTION OR DISPUTE WHATSOEVER BETWEEN OR AMONG
THE BORROWER,

                                      93


THE AGENT OR ANY OF THE LENDERS OF ANY KIND OR NATURE RELATING TO ANY OF THE
LOAN DOCUMENTS.

         (b)      EACH OF THE BORROWER, THE AGENT AND EACH LENDER HEREBY AGREES
THAT THE FEDERAL DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, OR, AT
THE OPTION OF THE AGENT, ANY STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN OF
NEW YORK, NEW YORK, SHALL HAVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR
DISPUTES BETWEEN OR AMONG THE BORROWER, THE AGENT OR ANY OF THE LENDERS
PERTAINING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, THE LOANS AND LETTERS OF
CREDIT, THE NOTES OR ANY OTHER LOAN DOCUMENT OR TO ANY MATTER ARISING HEREFROM
OR THEREFROM. THE BORROWER AND EACH OF THE LENDERS EXPRESSLY SUBMIT AND CONSENT
IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR PROCEEDING COMMENCED IN SUCH
COURTS WITH RESPECT TO SUCH CLAIMS OR DISPUTES. EACH PARTY FURTHER WAIVES ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR
PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN
INCONVENIENT FORUM, AND EACH AGREES NOT TO PLEAD OR CLAIM THE SAME. THE CHOICE
OF FORUM SET FORTH IN THIS SECTION SHALL NOT BE DEEMED TO PRECLUDE THE BRINGING
OF ANY ACTION BY THE AGENT OR ANY LENDER OR THE ENFORCEMENT BY THE AGENT OR ANY
LENDER OF ANY JUDGMENT OBTAINED IN SUCH FORUM IN ANY OTHER APPROPRIATE
JURISDICTION.

         (c)      THE PROVISIONS OF THIS SECTION HAVE BEEN CONSIDERED BY EACH
PARTY WITH THE ADVICE OF COUNSEL AND WITH A FULL UNDERSTANDING OF THE LEGAL
CONSEQUENCES THEREOF, AND SHALL SURVIVE THE PAYMENT OF THE LOANS AND ALL OTHER
AMOUNTS PAYABLE HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS, THE TERMINATION OR
EXPIRATION OF ALL LETTERS OF CREDIT AND THE TERMINATION OF THIS AGREEMENT.

SECTION 12.5. SUCCESSORS AND ASSIGNS.

         (a)      The provisions of this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
permitted assigns, except that the Borrower may not assign or otherwise transfer
any of its rights or obligations under this Agreement without the prior written
consent of all Lenders and any such assignment or other transfer to which all of
the Lenders have not so consented shall be null and void.

         (b)      Any Lender may make, carry or transfer Loans at, to or for the
account of any of its branch offices or the office of an affiliate of such
Lender except to the extent such transfer would result in increased costs to the
Borrower.

         (c)      Any Lender may at any time grant to one or more banks or other
financial institutions (each a "PARTICIPANT") participating interests in its
Commitments or the Loans or other Obligations owing to such Lender; provided,
however, (i) any such participating interest

                                      94


must be for a constant and not a varying percentage interest and (ii) unless the
Borrower and Agent otherwise agree, after giving effect to the grant of a
participating interest in a Lender's Revolving Commitment, the amount of its
Revolving Commitment in which it has not granted any participating interests
must be equal to at least $10,000,000. No Participant shall have any rights or
benefits under this Agreement or any other Loan Document. In the event of any
such grant by a Lender of a participating interest to a Participant, such Lender
shall remain responsible for the performance of its obligations hereunder, and
the Borrower and the Agent shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations under this
Agreement. Any agreement pursuant to which any Lender may grant such a
participating interest shall provide that such Lender shall retain the sole
right and responsibility to enforce the obligations of the Borrower hereunder,
including, without limitation, the right to approve any amendment, modification
or waiver of any provision of this Agreement; provided, however, such Lender may
agree with the Participant that it will not, without the consent of the
Participant, agree to (i) increase, or extend the term or extend the time or
waive any requirement for the reduction or termination of, such Lender's
Commitment, (ii) extend the date fixed for the payment of principal of or
interest on the Loans or portions thereof owing to such Lender, (iii) reduce the
amount of any such payment of principal, (iv) reduce the rate at which interest
is payable thereon or (v) release any Guarantor (except as otherwise permitted
under Section 7.12.(c)). An assignment or other transfer which is not permitted
by subsection (d) or (e) below shall be given effect for purposes of this
Agreement only to the extent of a participating interest granted in accordance
with this subsection (c). Upon request from the Agent, a Lender shall notify the
Agent of the sale of any participation hereunder and, if requested by the Agent,
certify to the Agent that such participation is permitted hereunder and that the
requirements of Section 3.12.(c) have been satisfied.

         (d)      Any Lender may with the prior written consent of the Agent
and, so long as no Event of Default exists, the Borrower (which consent, in each
case, shall not be unreasonably withheld (it being agreed that the Borrower's
withholding of consent to an assignment which would result in the Borrower
having to pay amounts under Section 3.12. shall be deemed to be reasonable)),
assign to one or more Eligible Assignees (each an "Assignee") all or a portion
of its rights and obligations under this Agreement and the Notes (including all
or a portion of its Commitments and the Loans owing to such Lender); provided,
however, (i) no such consent by the Borrower shall be required in the case of
any assignment to another Lender or any affiliate of such Lender or another
Lender and no such consent by the Agent shall be required in the case of any
assignment by a Lender to any affiliate of such Lender; (ii) unless the Borrower
and Agent otherwise agree, after giving effect any partial assignment by a
Revolving Lender, the Assignee shall hold, and the assigning Revolving Lender
shall retain, a Revolving Commitment, or if the Revolving Commitments have been
terminated, Revolving Loans having an outstanding principal balance, of at least
$5,000,000 and integral multiples of $1,000,000 in excess thereof; (iii) unless
the Borrower and Agent otherwise agree, after giving effect any partial
assignment by a Term Lender, the Assignee shall hold, and the assigning Term
Lender shall retain, Term Loans having an outstanding principal balance, of at
least $1,000,000 and integral multiples of $500,000 in excess thereof in the
case of Three Year Term Loans, and $1,000,000 and integral multiples of $500,000
in excess thereof in the case of Five Year Term Loans, (iv) each such assignment
shall be effected by means of an Assignment and Acceptance Agreement, (v) so
long as no Default or Event of Default shall have occurred, after giving effect
to any assignment by

                                      95


the Lender then acting as Agent, the aggregate amount of its Revolving
Commitment, together with the outstanding principal amount of Term Loans held by
such Lender, shall not be less than $50,000,000 (such amount to be reduced pro
rata by the amount of any reductions of the aggregate amount of the Revolving
Commitments and the outstanding principal amount of the Term Loans). Upon
execution and delivery of such instrument and payment by such Assignee to such
transferor Lender of an amount equal to the purchase price agreed between such
transferor Lender and such Assignee, such Assignee shall be a Lender party to
this Agreement with respect to the assigned interest as of the effective date of
the Assignment and Acceptance Agreement and shall have all the rights and
obligations of a Lender with respect to the assigned interest as set forth in
such Assignment and Acceptance Agreement, and the transferor Lender shall be
released from its obligations hereunder with respect to the assigned interest 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 subsection,
the transferor Lender, the Agent and the Borrower shall make appropriate
arrangements so that new Notes are issued to the Assignee and such transferor
Lender, as appropriate. In connection with any such assignment, the transferor
Lender shall pay to the Agent an administrative fee for processing such
assignment in the amount of $3,500.

         (e)      Any Lender (each, a "DESIGNATING LENDER") may, at any time
while the Borrower has been assigned an Investment Grade Rating from either S&P
or Moody's, designate one Designated Lender to fund Bid Rate Loans on behalf of
such Designating Lender subject to the terms of this subsection (e), and the
provisions in the immediately preceding subsections (c) and (d) shall not apply
to such designation. No Lender may designate more than one Designated Lender.
The parties to each such designation shall execute and deliver to the Agent for
its acceptance a Designation Agreement. Upon such receipt of an appropriately
completed Designation Agreement executed by a Designating Lender and a designee
representing that it is a Designated Lender, the Agent will accept such
Designation Agreement and give prompt notice thereof to the Borrower, whereupon
(i) the Borrower shall execute and deliver to the Designating Lender a
Designated Lender Note payable to the order of the Designated Lender, (ii) from
and after the effective date specified in the Designation Agreement, the
Designated Lender shall become a party to this Agreement with a right to make
Bid Rate Loans on behalf of its Designating Lender pursuant to Section 2.3.
after the Borrower has accepted a Bid Rate Loan (or portion thereof) of the
Designating Lender, and (iii) the Designated Lender shall not be required to
make payments with respect to any obligations in this Agreement except to the
extent of excess cash flow of such Designated Lender which is not otherwise
required to repay obligations of such Designated Lender which are then due and
payable; provided, however, that regardless of such designation and assumption
by the Designated Lender, the Designating Lender shall be and remain obligated
to the Borrower, the Agent and the Lenders for each and every of the obligations
of the Designating Lender and its related Designated Lender with respect to this
Agreement, including, without limitation, any indemnification obligations under
Section 11.7. and any sums otherwise payable to the Borrower by the Designated
Lender. Each Designating Lender shall serve as the administrative agent of the
Designated Lender and shall on behalf of, and to the exclusion of, the
Designated Lender: (i) receive any and all payments made for the benefit of the
Designated Lender and (ii) give and receive all communications and notices and
take all actions hereunder, including, without limitation, votes, approvals,
waivers, consents and amendments under or relating to this Agreement and the
other Loan Documents. Any such

                                      96


notice, communication, vote, approval, waiver, consent or amendment shall be
signed by the Designating Lender as administrative agent for the Designated
Lender and shall not be signed by the Designated Lender on its own behalf and
shall be binding on the Designated Lender to the same extent as if signed by the
Designated Lender on its own behalf. The Borrower, the Agent and the Lenders may
rely thereon without any requirement that the Designated Lender sign or
acknowledge the same. No Designated Lender may assign or transfer all or any
portion of its interest hereunder or under any other Loan Document, other than
assignments to the Designating Lender which originally designated such
Designated Lender. The Borrower, the Lenders and the Agent each hereby agrees
that it will not institute against any Designated Lender or join any other
Person in instituting against any Designated Lender any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceeding under any
federal or state bankruptcy or similar law until the later to occur of (x) one
year and one day after the payment in full of the latest maturing commercial
paper note issued by such Designated Lender and (y) the Revolving Termination
Date.

         (f)      The Agent shall maintain at the Principal Office a copy of
each Assignment and Acceptance Agreement delivered to and accepted by it and a
register for the recordation of the names and addresses of the Lenders and the
Commitment of each Lender from time to time (the "REGISTER"). The Agent shall
give each Lender and the Borrower notice of the assignment by any Lender of its
rights as contemplated by this Section. The Borrower, the Agent and the Lenders
may treat each Person whose name is recorded in the Register as a Lender
hereunder for all purposes of this Agreement. The Register and copies of each
Assignment and Acceptance Agreement shall be available for inspection by the
Borrower or any Lender at any reasonable time and from time to time upon
reasonable prior notice to the Agent. Upon its receipt of an Assignment and
Acceptance Agreement executed by an assigning Lender, together with each Note
subject to such assignment, the Agent shall, if such Assignment and Acceptance
Agreement has been completed and if the Agent receives the processing and
recording fee described in subsection (d) above, (i) accept such Assignment and
Acceptance Agreement, (ii) record the information contained therein in the
Register and (iii) give prompt notice thereof to the Borrower.

         (g)      In addition to the assignments and participations permitted
under the foregoing provisions of this Section, any Lender may assign and pledge
all or any portion of its Loans and its Notes to any Federal Reserve Bank as
collateral security pursuant to Regulation A and any Operating Circular issued
by such Federal Reserve Bank, and such Loans and Notes shall be fully
transferable as provided therein. No such assignment shall release the assigning
Lender from its obligations hereunder.

         (h)      A Lender may furnish any information concerning the Borrower,
any other Loan Party or any of their respective Subsidiaries in the possession
of such Lender from time to time to Assignees and Participants (including
prospective Assignees and Participants) subject to compliance with Section 12.8.

         (i)      Anything in this Section to the contrary notwithstanding, no
Lender may assign or participate any interest in any Loan held by it hereunder
to the Borrower, any other Loan Party or any of their respective Affiliates or
Subsidiaries.

                                      97


         (j)      Each Lender agrees that, without the prior written consent of
the Borrower and the Agent, it will not make any assignment hereunder in any
manner or under any circumstances that would require registration or
qualification of, or filings in respect of, any Loan or Note under the
Securities Act or any other securities laws of the United States of America or
of any other jurisdiction.

SECTION 12.6. AMENDMENTS.

         (a)      Except as otherwise expressly provided in this Agreement, any
consent or approval required or permitted by this Agreement or any other Loan
Document to be given by the Lenders may be given, and any term of this Agreement
or of any other Loan Document may be amended, and the performance or observance
by the Borrower or any other Loan Party or any Subsidiary of any terms of this
Agreement or such other Loan Document or the continuance of any Default or Event
of Default may be waived (either generally or in a particular instance and
either retroactively or prospectively) with, but only with, the written consent
of the Requisite Lenders (and, in the case of an amendment to any Loan Document,
the written consent of each Loan Party a party thereto).

         (b)      Subject to the immediately following subsection (e), any term
of this Agreement or of any other Loan Document relating to the rights or
obligations of the Revolving Lenders, and not any other Lenders, may be amended,
and the performance or observance by the Borrower or any other Loan Party or any
Subsidiary of any such terms may be waived (either generally or in a particular
instance and either retroactively or prospectively) with, and only with, the
written consent of the Requisite Revolving Lenders (and, in the case of an
amendment to any Loan Document, the written consent of each Loan Party a party
thereto).

         (c)      Subject to the immediately following subsection (e), any term
of this Agreement or of any other Loan Document relating to the rights or
obligations of the Three Year Term Lenders, and not any other Lenders, may be
amended, and the performance or observance by the Borrower or any other Loan
Party or any Subsidiary of any such terms may be waived (either generally or in
a particular instance and either retroactively or prospectively) with, but only
with, the written consent of the Requisite Three Year Term Lenders (and, in the
case of an amendment to any Loan Document, the written consent of each Loan
Party a party thereto).

         (d)      Subject to the immediately following subsection (e), any term
of this Agreement or of any other Loan Document relating to the rights or
obligations of the Five Year Term Lenders, and not any other Lenders, may be
amended, and the performance or observance by the Borrower or any other Loan
Party or any Subsidiary of any such terms may be waived (either generally or in
a particular instance and either retroactively or prospectively) with, but only
with, the written consent of the Requisite Five Year Term Lenders (and, in the
case of an amendment to any Loan Document, the written consent of each Loan
Party a party thereto).

         (e)      Notwithstanding the foregoing, without the prior written
consent of each Lender adversely affected thereby, no amendment, waiver or
consent shall do any of the following:

                                      98


                  (i)      increase the Commitments of the Lenders (except for
         any increase in the Commitments effectuated pursuant to Section 2.17.)
         or subject the Lenders to any additional obligations;

                  (ii)     reduce the principal of, or interest rates that have
         accrued or that will be charged on the outstanding principal amount of,
         any Loans or other Obligations;

                  (iii)    reduce the amount of any Fees payable hereunder or
         postpone any date fixed for payment thereof;

                  (iv)     modify the definition of the term "Revolving
         Termination Date" (except as contemplated under Section 2.14.), the
         term "Three Year Term Maturity Date", the term "Five Year Term Maturity
         Date" or otherwise postpone any date fixed for any payment of any
         principal of, or interest on, any Loans or any other Obligations
         (including the waiver of any Default or Event of Default as a result of
         the nonpayment of any such Obligations as and when due), or extend the
         expiration date of any Letter of Credit beyond the Revolving
         Termination Date;

                  (v)      amend or otherwise modify the provisions of Section
         3.2.;

                  (vi)     modify the definition of the term "Requisite
         Lenders," "Requisite Revolving Lenders," "Requisite Term Lenders,"
         "Requisite Three Year Term Lenders" or "Requisite Five Year Term
         Lenders" or otherwise modify in any other manner the number or
         percentage of the Lenders required to make any determinations or waive
         any rights hereunder or to modify any provision hereof, including
         without limitation, any modification of this Section 12.6. if such
         modification would have such effect;

                  (vii)    release any Guarantor from its obligations under the
         Guaranty (except as otherwise permitted under Section 7.12.(c));

                  (viii)   amend or otherwise modify the provisions of Section
         2.16.(a); or

                  (ix)     increase the number of Interest Periods permitted
         with respect to Loans under Section 2.7.

         (f)      No amendment, waiver or consent, unless in writing and signed
by the Agent, in such capacity, in addition to the Lenders required hereinabove
to take such action, shall affect the rights or duties of the Agent under this
Agreement or any of the other Loan Documents. Any amendment, waiver or consent
relating to Section 2.4. or the obligations of the Swingline Lender under this
Agreement or any other Loan Document shall, in addition to the Lenders required
hereinabove to take such action, require the written consent of the Swingline
Lender.

         (g)      Notwithstanding anything in this Section to the contrary, a
Default or Event of Default may not be waived for purposes of Section 5.2.
without the prior written consent of the Requisite Revolving Lenders.

                                      99


         (h)      No waiver shall extend to or affect any obligation not
expressly waived or impair any right consequent thereon, and any amendment,
waiver or consent shall be effective only in the specific instance and for the
specific purpose set forth therein. No course of dealing or delay or omission on
the part of the Agent or any Lender in exercising any right shall operate as a
waiver thereof or otherwise be prejudicial thereto. Except as otherwise
explicitly provided for herein or in any other Loan Document, no notice to or
demand upon the Borrower shall entitle the Borrower to any other or further
notice or demand in similar or other circumstances.

SECTION 12.7. NONLIABILITY OF AGENT AND LENDERS.

         The relationship between the Borrower and the Lenders and the Agent
shall be solely that of borrower and lender. Neither the Agent nor any Lender
shall have any fiduciary responsibilities to the Borrower and no provision in
this Agreement or in any of the other Loan Documents, and no course of dealing
between or among any of the parties hereto, shall be deemed to create any
fiduciary duty owing by the Agent or any Lender to any Lender, the Borrower, any
Subsidiary or any other Loan Party. Neither the Agent nor any Lender undertakes
any responsibility to the Borrower to review or inform the Borrower of any
matter in connection with any phase of the Borrower's business or operations.

SECTION 12.8. CONFIDENTIALITY.

         The Agent and each Lender shall use reasonable efforts to assure that
information about Borrower, the other Loan Parties and other Subsidiaries, and
the Properties thereof and their operations, affairs and financial condition,
not generally disclosed to the public, which is furnished to the Agent or any
Lender pursuant to the provisions of this Agreement or any other Loan Document,
is used only for the purposes of this Agreement and the other Loan Documents and
shall not be divulged to any Person other than the Agent, the Lenders, and their
respective officers, directors, employees and agents who are actively and
directly participating in the evaluation, administration or enforcement of the
Loan Documents and other transactions between such Lender and the Borrower, but
in any event the Agent and the Lenders may make disclosure: (a) to any of their
respective affiliates (provided they shall agree to keep such information
confidential in accordance with the terms of this Section 12.8.); (b) as
reasonably requested by any bona fide prospective Assignee, Participant or other
transferee in connection with the contemplated transfer of any Commitment or
participations therein as permitted hereunder (provided they shall agree to keep
such information confidential in accordance with the terms of this Section); (c)
as required or requested by any Governmental Authority or representative thereof
or pursuant to legal process or in connection with any legal proceedings; (d) to
the Agent's or such Lender's independent auditors and other professional
advisors (provided they shall be notified of the confidential nature of the
information); (e) after the happening and during the continuance of an Event of
Default, to any other Person, as necessary for the exercise by the Agent or the
Lenders of rights hereunder or under any of the other Loan Documents; (f) upon
Borrower's prior consent (which consent shall not be unreasonably withheld), to
any contractual counter-parties to any swap or similar hedging agreement or to
any rating agency; and (g) to the extent such information (x) becomes publicly
available other than as a result of a breach by such party of this Section or
(y) becomes available to the Agent or any Lender on a nonconfidential basis from
a source other than the Borrower or any Affiliate unless the Agent or such
Lender has actual knowledge that such information became nonconfidential as

                                     100

a result of a breach of a confidential arrangement with the Borrower or such
Loan Party. Notwithstanding anything to the contrary set forth herein or in any
other written or oral understanding or agreement to which the parties hereto are
parties or by which they are bound, the parties hereto acknowledge and agree
that (i) any obligations of confidentiality contained herein and therein do not
apply and have not applied from the commencement of discussions between the
parties to the tax treatment and tax structure of the transactions under the
Loan Documents (and any related transactions or arrangements), and (ii) each
party (and each of its employees, representatives, or other agents) may disclose
to any and all Persons, without limitation of any kind, the tax treatment and
tax structure of the transactions under the Loan Documents and all materials of
any kind (including opinions or other tax analyses) that are provided to such
party relating to such tax treatment and tax structure, all within the meaning
of Treasury Regulations Section 1.6011-4; provided, however, that with respect
to any document or similar item that in either case contains information
concerning the tax treatment or tax structure of the transactions under the Loan
Documents as well as other information, this sentence shall only apply to such
portions of the document or similar item that relate to the tax treatment or tax
structure of the transactions under the Loan Documents; provided, further,
however, to the extent not inconsistent with the immediately preceding clause
(ii), the parties hereto do not intend anything contained in this sentence to be
a waiver of the privilege each has to maintain, in its sole discretion, the
confidentiality of a communication with its attorney or a confidential
communication with a federally authorized tax practitioner under Section 7525 of
the Internal Revenue Code relating to the transactions under the Loan Documents.

SECTION 12.9. INDEMNIFICATION.

         (a)      The Borrower shall and hereby agrees to indemnify, defend and
hold harmless the Agent, each of the Lenders, any affiliate of the Agent or any
Lender, and their respective directors, officers, shareholders, agents,
employees and counsel (each referred to herein as an "INDEMNIFIED PARTY") from
and against any and all of the following (collectively, the "INDEMNIFIED
COSTS"): losses, costs, claims, damages, liabilities, deficiencies, judgments or
expenses of every kind and nature (including, without limitation, amounts paid
in settlement, court costs and the reasonable fees and disbursements of counsel
incurred in connection with any litigation, investigation, claim or proceeding
or any advice rendered in connection therewith, but excluding lost profits,
losses, costs, claims, damages, liabilities, deficiencies, judgments or expenses
indemnification in respect of which is specifically covered by Section 3.12. or
4.1. or expressly excluded from the coverage of such Sections 3.12. or 4.1.)
incurred by an Indemnified Party in connection with, arising out of, or by
reason of, any suit, cause of action, claim, arbitration, investigation or
settlement, consent decree or other proceeding (the foregoing referred to herein
as an "INDEMNITY PROCEEDING") which is in any way related directly or indirectly
to: (i) this Agreement or any other Loan Document or the transactions
contemplated thereby; (ii) the making of any Loans or issuance of Letters of
Credit hereunder; (iii) any actual or proposed use by the Borrower of the
proceeds of the Loans or Letters of Credit; (iv) the Agent's or any Lender's
entering into this Agreement; (v) the fact that the Agent and the Lenders have
established the credit facility evidenced hereby in favor of the Borrower; (vi)
the fact that the Agent and the Lenders are creditors of the Borrower and have
or are alleged to have information regarding the financial condition, strategic
plans or business operations of the Borrower and the Subsidiaries; (vii) the
fact that the Agent and the Lenders are material creditors of the Borrower and
are alleged to influence directly or indirectly the business decisions or

                                     101


affairs of the Borrower and the Subsidiaries or their financial condition;
(viii) the exercise of any right or remedy the Agent or the Lenders may have
under this Agreement or the other Loan Documents; or (ix) any violation or
non-compliance by the Borrower or any Subsidiary of any Applicable Law
(including any Environmental Law), including, but not limited to, any Indemnity
Proceeding commenced by (A) the Internal Revenue Service or state taxing
authority or (B) any Governmental Authority or other Person under any
Environmental Law, including any Indemnity Proceeding commenced by a
Governmental Authority or other Person seeking remedial or other action to cause
the Borrower or its Subsidiaries (or its respective properties) (or the Agent
and/or the Lenders as successors to the Borrower) to be in compliance with such
Environmental Laws; provided, however, that the Borrower shall not be obligated
to indemnify any Indemnified Party for (A) any acts or omissions of such
Indemnified Party in connection with matters described in this subsection to the
extent arising from the gross negligence or willful misconduct of such
Indemnified Party, as determined by a court of competent jurisdiction in a
final, non-appealable judgment or (B) Indemnified Costs to the extent arising
directly out of or resulting directly from claims of one or more Indemnified
Parties against another Indemnified Party.

         (b)      The Borrower's indemnification obligations under this Section
12.9. shall apply to all Indemnity Proceedings arising out of, or related to,
the foregoing whether or not an Indemnified Party is a named party in such
Indemnity Proceeding. In this connection, this indemnification shall cover all
Indemnified Costs of any Indemnified Party in connection with any deposition of
any Indemnified Party or compliance with any subpoena (including any subpoena
requesting the production of documents). This indemnification shall, among other
things, apply to any Indemnity Proceeding commenced by other creditors of the
Borrower or any Subsidiary, any shareholder of the Borrower or any Subsidiary
(whether such shareholder(s) are prosecuting such Indemnity Proceeding in their
individual capacity or derivatively on behalf of the Borrower), any account
debtor of the Borrower or any Subsidiary or by any Governmental Authority. If
indemnification is to be sought hereunder by an Indemnified Party, then such
Indemnified Party shall notify the Borrower of the commencement of any Indemnity
Proceeding; provided, however, that the failure to so notify the Borrower shall
not relieve the Borrower from any liability that it may have to such Indemnified
Party pursuant to this Section 12.9.

         (c)      This indemnification shall apply to any Indemnity Proceeding
arising during the pendency of any bankruptcy proceeding filed by or against the
Borrower and/or any Subsidiary.

         (d)      All out-of-pocket fees and expenses of, and all amounts paid
to third-persons by, an Indemnified Party shall be advanced by the Borrower at
the request of such Indemnified Party, notwithstanding any claim or assertion by
the Borrower that such Indemnified Party is not entitled to indemnification
hereunder, upon receipt of an undertaking by such Indemnified Party that such
Indemnified Party will reimburse the Borrower if it is actually and finally
determined by a court of competent jurisdiction that such Indemnified Party is
not so entitled to indemnification hereunder.

         (e)      An Indemnified Party may conduct its own investigation and
defense of, and may formulate its own strategy with respect to, any Indemnity
Proceeding covered by this Section and, as provided above, all Indemnified Costs
incurred by such Indemnified Party shall be

                                     102


reimbursed by the Borrower. No action taken by legal counsel chosen by an
Indemnified Party in investigating or defending against any such Indemnity
Proceeding shall vitiate or in any way impair the obligations and duties of the
Borrower hereunder to indemnify and hold harmless each such Indemnified Party;
provided, however, that if (i) the Borrower is required to indemnify an
Indemnified Party pursuant hereto and (ii) the Borrower has provided evidence
reasonably satisfactory to such Indemnified Party that the Borrower has the
financial wherewithal to reimburse such Indemnified Party for any amount paid by
such Indemnified Party with respect to such Indemnity Proceeding, such
Indemnified Party shall not settle or compromise any such Indemnity Proceeding
without the prior written consent of the Borrower (which consent shall not be
unreasonably withheld or delayed). Notwithstanding the foregoing, an Indemnified
Party may settle or compromise any such Indemnity Proceeding without the prior
written consent of the Borrower where (x) no monetary relief is sought against
such Indemnified Party in such Indemnity Proceeding, (y) there is an allegation
of a violation of law by such Indemnified Party or (z) the proposed settlement
or compromise would otherwise be disadvantageous to such Indemnified Party as
determined by it in its sole discretion.

         (f)      If and to the extent that the obligations of the Borrower
under this Section are unenforceable for any reason, the Borrower hereby agrees
to make the maximum contribution to the payment and satisfaction of such
obligations which is permissible under Applicable Law.

         (g)      The Borrower's obligations under this Section shall survive
any termination of this Agreement and the other Loan Documents and the payment
in full in cash of the Obligations, and are in addition to, and not in
substitution of, any other of their obligations set forth in this Agreement or
any other Loan Document to which it is a party.

SECTION 12.10. TERMINATION; SURVIVAL.

         At such time as (a) all of the Commitments have been terminated, (b)
all Letters of Credit have terminated, (c) none of the Lenders nor the Swingline
Lender is obligated any longer under this Agreement to make any Loans and (d)
all Obligations (other than obligations which survive as provided in the
following sentence) have been paid and satisfied in full, this Agreement shall
terminate. The indemnities to which the Agent, the Lenders and the Swingline
Lender are entitled under the provisions of Sections 3.12., 4.1., 4.4., 11.7.,
12.2. and 12.9. and any other provision of this Agreement and the other Loan
Documents, and the provisions of Section 12.4., shall continue in full force and
effect and shall protect the Agent, the Lenders and the Swingline Lender (i)
notwithstanding any termination of this Agreement, or of the other Loan
Documents, against events arising after such termination as well as before and
(ii) at all times after any such party ceases to be a party to this Agreement
with respect to all matters and events existing on or prior to the date such
party ceased to be a party to this Agreement.

SECTION 12.11. SEVERABILITY OF PROVISIONS.

         Any provision of this Agreement which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective only to the
extent of such prohibition or unenforceability without invalidating the
remainder of such provision or the remaining provisions or affecting the
validity or enforceability of such provision in any other jurisdiction.

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SECTION 12.12. GOVERNING LAW.

         THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE
FULLY PERFORMED, IN SUCH STATE.

SECTION 12.13. COUNTERPARTS.

         This Agreement and any amendments, waivers, consents or supplements may
be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed an original, but all of which counterparts together shall constitute but
one and the same instrument.

SECTION 12.14. OBLIGATIONS WITH RESPECT TO LOAN PARTIES.

         The obligations of the Borrower to direct or prohibit the taking of
certain actions by the other Loan Parties as specified herein shall be absolute
and not subject to any defense the Borrower may have that the Borrower does not
control such Loan Parties.

SECTION 12.15. LIMITATION OF LIABILITY.

         Neither the Agent nor any Lender, nor any affiliate, officer, director,
employee, attorney, or agent of the Agent or any Lender shall have any liability
with respect to, and the Borrower hereby waives, releases, and agrees not to sue
any of them upon, any claim for any special, indirect, incidental, or
consequential damages suffered or incurred by the Borrower in connection with,
arising out of, or in any way related to, this Agreement or any of the other
Loan Documents, or any of the transactions contemplated by this Agreement or any
of the other Loan Documents. The Borrower hereby waives, releases, and agrees
not to sue the Agent or any Lender or any of the Agent's or any Lender's
affiliates, officers, directors, employees, attorneys, or agents for punitive
damages in respect of any claim in connection with, arising out of, or in any
way related to, this Agreement or any of the other Loan Documents, or any of the
transactions contemplated by this Agreement or financed hereby.

SECTION 12.16. ENTIRE AGREEMENT.

         This Agreement, the Notes, and the other Loan Documents referred to
herein embody the final, entire agreement among the parties hereto and supersede
any and all prior commitments, agreements, representations, and understandings,
whether written or oral, relating to the subject matter hereof and thereof and
may not be contradicted or varied by evidence of prior, contemporaneous, or
subsequent oral agreements or discussions of the parties hereto. There are no
oral agreements among the parties hereto.

SECTION 12.17. CONSTRUCTION.

         The Agent, the Borrower and each Lender acknowledge that each of them
has had the benefit of legal counsel of its own choice and has been afforded an
opportunity to review this Agreement and the other Loan Documents with its legal
counsel and that this Agreement and the

                                     104


other Loan Documents shall be construed as if jointly drafted by the Agent, the
Borrower and each Lender.

SECTION 12.18. LIMITATION OF LIABILITY OF TRUSTEES, ETC.

         NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS, THE AGENT AND THE LENDERS SHALL LOOK SOLELY TO THE PROPERTY OF
THE BORROWER AND THE OTHER LOAN PARTIES FOR THE ENFORCEMENT OF ANY CLAIM AGAINST
THE BORROWER AND SUCH LOAN PARTY UNDER OR IN RESPECT OF ANY OF THE LOAN
DOCUMENTS AND ACCORDINGLY NEITHER THE TRUSTEES, OFFICERS, EMPLOYEES, AGENTS NOR
SHAREHOLDERS OF THE BORROWER SHALL HAVE ANY PERSONAL LIABILITY FOR OBLIGATIONS
ENTERED INTO BY OR ON BEHALF OF THE BORROWER OR ANY OTHER LOAN PARTY.

                         [Signatures on Following Pages]

                                     105


         IN WITNESS WHEREOF, the parties hereto have caused this Credit
Agreement to be executed by their authorized officers all as of the day and year
first above written.

                           FEDERAL REALTY INVESTMENT TRUST

                           By:__________________________________________________
                           Name:  Larry E. Finger
                           Title: Senior Vice President-Chief Financial Officer
                           and Treasurer

                       [Signatures Continued on Next Page]

                                     106


                 [SIGNATURE PAGE TO CREDIT AGREEMENT DATED AS OF
              OCTOBER 8, 2003 WITH FEDERAL REALTY INVESTMENT TRUST]

                           WACHOVIA BANK, NATIONAL ASSOCIATION, AS AGENT, as
                           a Lender and as Swingline Lender

                           By:__________________________________________________
                              Name:_____________________________________________
                              Title:____________________________________________

                           Revolving Commitment Amount:         $__________

                           Three Year Term Commitment Amount:   $__________

                           Five Year Term Commitment Amount:    $__________

                           LENDING OFFICE (ALL TYPES OF LOANS):

                           Wachovia Bank, National Association
                           301 S. College Street, NC0172
                           Charlotte, North Carolina 28288
                           Attn:  Rex E. Rudy
                           Telephone: (704) 383-6506
                           Telecopy:  (704) 383-6205

                       [Signatures Continued on Next Page]

                                     107


                 [SIGNATURE PAGE TO CREDIT AGREEMENT DATED AS OF
              OCTOBER 8, 2003 WITH FEDERAL REALTY INVESTMENT TRUST]

                           [LENDER]

                           By:__________________________________________________
                              Name:_____________________________________________
                              Title:____________________________________________

                           Revolving Commitment Amount:         $__________

                           Three Year Term Commitment Amount:   $__________

                           Five Year Term Commitment Amount:    $__________

                           LENDING OFFICE (ALL TYPES OF LOANS):
                           _____________________________________
                           _____________________________________
                           _____________________________________
                           _____________________________________

                           Attn:_____________________
                           Telephone: (___)__________
                           Telecopy: (___)___________

                                     108