<PAGE>

                                                                    EXHIBIT 10.1

================================================================================

                                CREDIT AGREEMENT

                                   DATED AS OF

                                  June 29, 2007

                                      among

         Certain Subsidiaries of W.P. CAREY & CO. LLC identified herein,
                                  as Borrowers

                              W.P. CAREY & CO. LLC,
                                  as Guarantor

                            The Lenders Party Hereto,

                                       and

                             BANK OF AMERICA, N.A.,
           as Administrative Agent, Swing Line Lender and Issuing Bank

================================================================================

                              THE BANK OF NEW YORK,

                           JP MORGAN CHASE BANK, N.A.

                                       and

                         PNC BANK, NATIONAL ASSOCIATION
                            as Co-Syndication Agents,

                             CHARTER ONE BANK, N.A.
                             as Documentation Agent,

                          EUROHYPO AG, NEW YORK BRANCH
                                   as Co-Agent

                                       and

                         BANC OF AMERICA SECURITIES LLC,
                   as Sole Lead Arranger and Sole Book Runner

                                       i
<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                                   Page
<S>                                                                                                                <C>
ARTICLE I   DEFINITIONS..........................................................................................     1
         Section 1.1.  Defined Terms.............................................................................     1
         Section 1.2.  Classification of Loans and Borrowings....................................................    24
         Section 1.3.  Terms Generally...........................................................................    24
         Section 1.4.  Accounting Terms; GAAP....................................................................    24
         Section 1.5.  Letter of Credit Amounts..................................................................    24

ARTICLE II  THE CREDITS..........................................................................................    25
         Section 2.1.  Commitments...............................................................................    25
         Section 2.2.  Loans and Borrowings......................................................................    25
         Section 2.3.  Requests for Revolving Borrowings.........................................................    26
         Section 2.4.  Competitive Bid Procedure.................................................................    26
         Section 2.5.  Extension of Maturity Date................................................................    28
         Section 2.6.  Letters of Credit.........................................................................    29
         Section 2.7.  Funding of Revolving Borrowings...........................................................    33
         Section 2.8.  Interest Elections........................................................................    33
         Section 2.9.  Termination and Reduction of Commitments..................................................    35
         Section 2.10.  Repayment of Loans; Evidence of Debt.....................................................    35
         Section 2.11.  Prepayment of Loans......................................................................    36
         Section 2.12.  Fees.....................................................................................    37
         Section 2.13.  Interest.................................................................................    38
         Section 2.14.  Alternate Rate of Interest...............................................................    39
         Section 2.15.  Increased Costs..........................................................................    39
         Section 2.16.  Break Funding Payments...................................................................    40
         Section 2.17.  Taxes....................................................................................    41
         Section 2.18.  Payments Generally; Pro Rata Treatment; Sharing of Set-offs..............................    42
         Section 2.19.  Mitigation Obligations; Replacement of Lenders...........................................    43
         Section 2.20.  Swing Line Loans.........................................................................    44
         Section 2.21.  Increase in Commitment...................................................................    46

ARTICLE III  REPRESENTATIONS AND WARRANTIES......................................................................    47
         Section 3.1.  Organization; Powers......................................................................    47
         Section 3.2.  Authorization; Enforceability.............................................................    47
         Section 3.3.  Governmental Approvals; No Conflicts......................................................    48
         Section 3.4.  Financial Condition; No Material Adverse Effect...........................................    48
         Section 3.5.  Properties................................................................................    48
         Section 3.6.  Litigation And Environmental Matters......................................................    49
         Section 3.7.  Compliance With Laws And Agreements.......................................................    49
         Section 3.8.  Investment Company Status.................................................................    49
         Section 3.9.  Taxes.....................................................................................    49
         Section 3.10.  ERISA....................................................................................    49
         Section 3.11.  Disclosure...............................................................................    49
         Section 3.12.  SEC Reports..............................................................................    50

ARTICLE IV.  CONDITIONS..........................................................................................    50
         Section 4.1.  Closing Date..............................................................................    50
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                                <C>
         Section 4.2.  Each Credit Event.........................................................................    51

ARTICLE V.  AFFIRMATIVE COVENANTS................................................................................    51
         Section 5.1.  Financial Statements and Other Information................................................    51
         Section 5.2.  Notices of Material Events................................................................    53
         Section 5.3.  Existence; Conduct of Business............................................................    54
         Section 5.4.  Payment of Obligations....................................................................    54
         Section 5.5.  Maintenance of Properties; Insurance......................................................    54
         Section 5.6.  Books and Records; Inspection Rights......................................................    54
         Section 5.7.  Compliance with Laws......................................................................    55
         Section 5.8.  Use of Proceeds and Letters of Credit.....................................................    55
         Section 5.9.  Distributions in the Ordinary Course......................................................    55
         Section 5.10.  ERISA Compliance.........................................................................    55
         Section 5.11.  Company Status...........................................................................    55
         Section 5.12.  Additional Borrowers.....................................................................    55

ARTICLE VI.  NEGATIVE COVENANTS..................................................................................    56
         Section 6.1.  Financial Covenants.......................................................................    56
         Section 6.2.  Liens.....................................................................................    57
         Section 6.3.  Fundamental Changes.......................................................................    57
         Section 6.4.  Hedging Agreements........................................................................    58
         Section 6.5.  Transactions with Affiliates..............................................................    58

ARTICLE VII.  EVENTS OF DEFAULT..................................................................................    58

ARTICLE VIII.  THE AGENT.........................................................................................    61
         Section 8.1.  Appointment...............................................................................    61
         Section 8.2.  Administrative Agent's Right as Lender....................................................    61
         Section 8.3.  Exculpatory Provisions....................................................................    61
         Section 8.4.  Reliance by Agents........................................................................    62
         Section 8.5.  Sub-Agents................................................................................    62
         Section 8.6.  Resignation/Successor Administrative Agent................................................    62
         Section 8.7.  Non-Reliance on Administrative Agent or Other Lenders.....................................    63
         Section 8.8.  Co-Syndication Agents, Documentation Agent and Sole Lead Arranger and Sole Book Runner....    63

ARTICLE IX.  MISCELLANEOUS.......................................................................................    63
         Section 9.1.  Notices...................................................................................    63
         Section 9.2.  Waivers; Amendments.......................................................................    65
         Section 9.3.  Expenses; Indemnity; Damage Waiver........................................................    66
         Section 9.4.  Successors and Assigns....................................................................    67
         Section 9.5.  Survival..................................................................................    70
         Section 9.6.  Counterparts; Integration; Effectiveness..................................................    70
         Section 9.7.  Severability..............................................................................    70
         Section 9.8.  Right of Setoff...........................................................................    71
         Section 9.9.  Governing Law; Jurisdiction; Consent to Service of Process................................    71
         Section 9.10.  WAIVER OF JURY TRIAL.....................................................................    71
         Section 9.11.  Headings.................................................................................    72
         Section 9.12.  Confidentiality..........................................................................    72
         Section 9.13.  Interest Rate Limitation.................................................................    72
         Section 9.14.  No Bankruptcy Proceedings................................................................    72
</TABLE>

                                      iii

<PAGE>

<TABLE>
<S>                                                                                                                <C>
         Section 9.15.  USA Patriot Act..........................................................................    73
         Section 9.16.  No Advisory or Fiduciary Responsibility..................................................    73
         Section 9.17.  Joint and Several Liability of Borrowers.................................................    73

ARTICLE X.  GUARANTY.............................................................................................    75
         Section 10.1.  The Guaranty.............................................................................    75
         Section 10.2.  Obligations Unconditional................................................................    75
         Section 10.3.  Reinstatement............................................................................    76
         Section 10.4.  Certain Additional Waivers...............................................................    77
         Section 10.5.  Remedies.................................................................................    77
         Section 10.6.  Guaranty of Payment; Continuing Guarantee................................................    77

          Exhibits

          2.3 Borrowing Request for Revolving Loans
          2.10(a) Form of Note
          2.20 Borrowing Request for Swing Line Loans
          4.1(b) Form of Opinion
          5.1 Financial Covenant Compliance Analysis
          5.1(a) Quarterly Compliance Certificate
          5.1(b) Annual Compliance Certificate
          5.12 Form of Joinder Agreement
          9.4(a) Assignment and Acceptance
          9.4(h)(i) Designated Bank Note
          9.4(h)(ii) Designation Agreement

          Schedules

          1.1(a) Lenders and Commitments
          1.1(b) CPA REITs
          1.1(c) Eligible Ground Leases
          3.2      List of Company and Subsidiaries
          3.6      Disclosed Matters
</TABLE>

                                       iv

<PAGE>

                                CREDIT AGREEMENT

      THIS CREDIT AGREEMENT (this "Agreement") is entered into as of June 29,
2007, among W.P. Carey & Co. LLC (the "Company"), as guarantor, certain
Subsidiaries of the Company identified herein (individually, a "Borrower" and
collectively, the "Borrowers"), the Lenders party hereto, and Bank of America,
N.A., as Administrative Agent, Swing Line Lender and an Issuing Bank.

      WHEREAS, the Company and the Borrowers have requested that the Lenders
provide an unsecured revolving credit facility for the purposes set forth
herein; and

      WHEREAS, the Lenders have agreed to make the requested facility available
on the terms and conditions set forth herein.

      NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

      SECTION 1.1. DEFINED TERMS. As used in this Agreement, the following terms
have the meanings specified below:

      "ABR," when used in reference to any Loan or Borrowing, refers to whether
such Loan, or the Loans comprising such Borrowing, are bearing interest at a
rate determined by reference to the Alternate Base Rate.

      "Adjusted LIBO Rate" means, with respect to any Eurodollar Borrowing for
any Interest Period, an interest rate per annum (rounded upwards, if necessary,
to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period
multiplied by (b) the Statutory Reserve Rate.

      "Adjusted Management EBITDA" means, for any period, an amount equal to:

            (a) Management EBITDA during such period; minus

            (b) revenues earned by the Company and its Subsidiaries during such
      period in equity (if any) of managed funds or CPA REITs; minus

            (c) structuring revenues earned by the Company and its Subsidiaries
      during such period in excess of 35% of management revenues earned by the
      Company and its Subsidiaries (as described in clause (a) of the definition
      of Management EBITDA) during such period; minus

            (d) distributions in cash received by the Company and its
      Subsidiaries in respect of equity in managed funds and CPA REITs during
      such period.

      "Adjusted Property EBITDA" means, for any period, an amount equal to:

            (a) Property EBITDA during such period; minus

<PAGE>

            (b) EBITDA during such period in respect of Properties owned by the
      Company or one of its Subsidiaries for fewer than four fiscal quarters.

      "Adjusted Total EBITDA" means, for any period, an amount equal to:

            (a) EBITDA of the Company and its Subsidiaries during such period;
      plus

            (b) Joint Venture EBITDA for such period; minus

            (c) revenues earned by the Company and its Subsidiaries in equity
      (if any) of managed funds and CPA REITS under management/advisory
      contracts; minus

            (d) structuring revenues earned by the Company and its Subsidiaries
      during such period in excess of 35% of management revenues earned by the
      Company and its Subsidiaries (as described in clause (a) of the definition
      of Management EBITDA) during such period; plus

            (e) distributions in cash received by the Company and its
      Subsidiaries in respect of equity in managed funds and CPA REITS during
      such period.

      "Administrative Agent" means Bank of America, N.A., in its capacity as
administrative agent for the Lenders, or any successor administrative agent.

      "Administrative Questionnaire" means an Administrative Questionnaire in a
form supplied by the Administrative Agent.

      "Affiliate" means, with respect to a specified Person, another Person that
directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified.

      "Alternate Base Rate" means, for any day, a rate per annum equal to the
greater of (i) the Prime Rate in effect on such date and (ii) the Federal Funds
Effective Rate in effect on such date plus 0.5%. Any change in the Alternate
Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate
shall be effective from and including the effective date of such change in the
Prime Rate or the Federal Funds Effective Rate, respectively.

      "Annual Compliance Certificate" means an Officer's Certificate signed by a
Financial Officer, substantially in the form of EXHIBIT 5.1(b).

      "Applicable Percentage" means, with respect to any Lender, the percentage
of the total Commitments represented by such Lender's Commitment. If the
Commitments have terminated or expired, the Applicable Percentages shall be
determined based upon the Commitments most recently in effect, giving effect to
any assignments.

      "Applicable Rate" means, for any day, with respect to any Eurodollar
Revolving Loan, as the case may be:

            (i) in the event that Moody's or S&P shall have in effect a Debt
      Rating, the applicable rate per annum set forth below, based upon such
      Debt Rating from Moody's and S&P, respectively, applicable on such date:

                                       2
<PAGE>

<TABLE>
<CAPTION>
                                      Applicable
                                       Rate for
Pricing        Debt Ratings          Eurodollar
 Level        (S&P/Moody's):       Revolving Loans
------    ----------------------   ---------------
<S>       <C>                      <C>
   I      A- / A3 or better             0.50%
   II     BBB+ / Baa1                   0.55%
  III     BBB / Baa2                    0.65%
   IV     BBB- / Baa3                   0.80%
   V      Lower than BBB- / Baa3        1.10%
</TABLE>

      For purposes of the foregoing, if a Debt Rating is issued by each of S&P
and Moody's, then the higher of such Debt Ratings shall apply, unless there is a
split in Debt Ratings of more than one level, in which case the level that is
one level lower than the higher Debt Rating shall apply. The Debt Ratings shall
be determined from the most recent public announcement of any changes in the
Debt Ratings and shall be effective until the next public announcement of any
such change. If the rating system of Moody's or S&P shall change, or if either
such rating agency shall cease to be in the business of rating companies or
corporate debt obligations, the Company and the Lenders shall negotiate in good
faith to amend this definition to reflect such changed rating system or the
unavailability of ratings from such rating agency and, pending the effectiveness
of any such amendment, the Applicable Rate shall be determined by reference to
the rating most recently in effect prior to such change or cessation; or

      (ii) in the event that neither Moody's nor S&P shall have in effect a Debt
Rating, the applicable rate per annum set forth below, based upon the range into
which the Leverage Ratio then falls in accordance with the following table:

<TABLE>
<CAPTION>
                               Applicable Rate
                               for Eurodollar
Level    Leverage Ratio        Revolving Loans
-----   --------------------   ---------------
<S>     <C>                    <C>
  I         < or = 35%              0.75%
  II    > 35% but < or = 45%        0.90%
 III    > 45% but < or = 55%        1.10%
  IV         > 55%                  1.20%
</TABLE>

                                       3
<PAGE>

The Leverage Ratio shall be determined as of the end of each fiscal quarter
based on the Company's Compliance Certificate delivered pursuant to Section 5.1,
and each change in rates resulting from a change in the Leverage Ratio shall be
effective from and including the day when the Administrative Agent receives such
Compliance Certificate indicating such change to but excluding the effective
date of the next such change. Notwithstanding the foregoing, if the Compliance
Certificate is not delivered when due in accordance with Section 5.1, then
highest pricing shall apply as of the first Business Day after the date on which
such Compliance Certificate was required to have been delivered and shall
continue to apply until the first Business Day immediately following the date
the Compliance Certificate is delivered in accordance with Section 5.1,
whereupon the Applicable Rate shall be adjusted based upon the calculation of
the Leverage Ratio contained in such Compliance Certificate. The Applicable Rate
in effect from the Closing Date through the first Business Day immediately
following the date a Quarterly Compliance Certificate is required to be
delivered pursuant to Section 5.1 for the fiscal quarter ending June 30, 2007
shall be 0.75%.

      "Assignment And Acceptance" means an assignment and acceptance entered
into by a Lender and an assignee (with the consent of any party whose consent is
required by Section 9.4), and accepted by the Administrative Agent, in the form
of EXHIBIT 9.4(a) or any other form approved by the Administrative Agent.

      "Availability Period" means the period from and including the Closing Date
to but excluding the earlier of the Maturity Date and the date of termination of
the Commitments.

      "BAS" means Banc of America Securities LLC.

      "Board" means the Board of Governors of the Federal Reserve System of the
United States of America.

      "Borrowers" means the Subsidiaries of the Company identified as the
"Borrowers" on the signature pages hereto, each other Domestic Subsidiary of the
Company (other than Carey Financial Corp.) that owns Unencumbered Eligible
Projects or receives fees under Management Contracts, each Wholly-Owned REIT
Subsidiary and each other Person that joins as a Borrower pursuant to Section
5.12 or otherwise, together with their successors and permitted assigns.

      "Borrowing" means (i) Revolving Loans of the same Type, made, converted or
continued on the same date and, in the case of Eurodollar Loans, as to which a
single Interest Period is in effect (a "Revolving Borrowing"), (ii) a
Competitive Loan or group of Competitive Loans made on the same date and as to
which a single Interest Period is in effect (a "Competitive Borrowing") or (iii)
Swing Line Loans made hereunder.

      "Borrowing Request" means a request by the Company on behalf of a Borrower
for a Revolving Borrowing in accordance with Section 2.3, substantially in the
form of EXHIBIT 2.3, or for a Swing Line Borrowing in accordance with Section
2.20, substantially in the form of EXHIBIT 2.20.

      "Business Day" means any day that is not a Saturday, Sunday or other day
on which commercial banks in New York City are authorized or required by law to
remain closed; provided that, when used in connection with a Eurodollar Loan,
the term "Business Day" shall also exclude any day on which banks are not open
for dealings in dollar deposits in the London interbank market.

      "Capital Lease" means any lease by a Person of (or other arrangement
conveying the right to use) real or personal property, or a combination thereof,
the obligations under which are required to be classified and accounted for as
capital leases on a balance sheet of such Person under GAAP.

                                       4
<PAGE>

      "Capital Lease Obligations" of any Person means the obligations of such
Person to pay rent or other amounts under any Capital Lease and the amount of
such obligations shall be the capitalized amount thereof determined in
accordance with GAAP.

      "Cash and Cash Equivalents" means unrestricted (i) cash, (ii) marketable
direct obligations issued or unconditionally guaranteed by the United States
government (or any other sovereign nation with an equivalent rating by S&P or
Moody's) and backed by the full faith and credit of the United States government
or such other nation; and (iii) domestic and Eurodollar certificates of deposit
and time deposits, bankers' acceptances and floating rate certificates of
deposit issued by any commercial bank organized under the laws of the United
States, any state thereof, the District of Columbia, any foreign bank, or its
branches or agencies (fully protected against currency fluctuations), which, at
the time of acquisition, are rated A-1 (or better) by S&P or P-1 (or better) by
Moody's provided that the maturities of such Cash and Cash Equivalents shall not
exceed one year.

      "Change In Control" means (i) the acquisition of ownership, directly or
indirectly, beneficially or of record, by any Person or group (within the
meaning of the Securities Exchange Act of 1934, as amended, and the rules of the
Securities and Exchange Commission thereunder as in effect on the date hereof)
(other than the Company, any of its Subsidiaries, any trustee, fiduciary or
other person or entity holding securities under any employee benefit plan of the
Company or any of its Subsidiaries and other than any wholly owned direct or
indirect subsidiary of the Company), of shares representing more than 35% of the
aggregate ordinary voting power represented by the issued and outstanding
capital stock of the Company; or (ii) occupation of a majority of the seats
(other than vacant seats) on the board of directors of the Company by Persons
who were neither (A) nominated by the board of directors of the Company nor (B)
appointed by directors so nominated; or (iii) the acquisition of direct or
indirect Control of the Company by any Person or group (other than any wholly
owned direct or indirect Subsidiary).

      "Change In Law" means (a) the adoption of any law, rule or regulation
after the date of this Agreement, (b) any change in any law, rule or regulation
or in the interpretation or application thereof by any Governmental Authority
after the date of this Agreement or (c) compliance by any Lender or any Issuing
Bank (or, for purposes of Section 2.15(b), by any lending office of such Lender
or by such Lender's or such Issuing Bank's holding company, if any) with any
request, guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the date of this Agreement.

      "Class", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans
or Competitive Loans.

      "Closing Date" means the date on which the conditions set forth in Section
4.1 are satisfied (or waived in accordance with Section 9.2).

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

      "Combined Equity Value" means Total Value less Total Outstanding
Indebtedness.

      "Commitment" means, with respect to each Lender, the commitment of such
Lender to make Revolving Loans and to acquire participations in Letters of
Credit and Swing Line Loans hereunder, expressed as an amount representing the
maximum aggregate amount of such Lender's Revolving Credit Exposure hereunder,
as such commitment may be (a) increased pursuant to Section 2.21, (b) reduced
from time to time pursuant to Section 2.9 and (c) reduced or increased from time
to time pursuant to assignments by or to such Lender pursuant to Section 9.4.
The initial amount of each Lender's

                                       5
<PAGE>

Commitment is set forth on SCHEDULE 1.1(a), or in the Assignment and Acceptance
pursuant to which such Lender shall have assumed its Commitment, as applicable.
The initial aggregate amount of the Lenders' Commitments is $250,000,000.

      "Company" means W.P. Carey & Co. LLC, a Delaware limited liability
company.

      "Competitive Bid" means an offer by a Lender to make a Competitive Loan in
accordance with Section 2.4.

      "Competitive Bid Rate" means, with respect to any Competitive Bid, the
Margin offered by the Lender making such Competitive Bid.

      "Competitive Bid Request" means a request by the Company on behalf of a
Borrower for Competitive Bids in accordance with Section 2.4.

      "Competitive Loan" means a Loan made pursuant to Section 2.4.

      "Compliance Certificate" means either the Annual Compliance Certificate,
the Quarterly Compliance Certificate or both.

      "Consolidated Businesses" means the Company and its Subsidiaries, on a
consolidated basis (without taking into account any non-wholly owned Person or
entity).

      "Contingent Obligation" as to any Person means, without duplication, (i)
any contingent obligation of such Person required to be shown on such Person's
balance sheet in accordance with GAAP, and (ii) any obligation required to be
disclosed in the footnotes to such Person's financial statements in accordance
with GAAP, guaranteeing partially or in whole any non-recourse Indebtedness,
lease, dividend or other obligation, exclusive of contractual indemnities
(including, without limitation, any indemnity or price-adjustment provision
relating to the purchase or sale of securities or other assets) and guarantees
of non-monetary obligations (other than guarantees of completion) which have not
yet been called on or quantified, of such Person or of any other Person. The
amount of any Contingent Obligation described in clause (ii) shall be deemed to
be (a) with respect to a guaranty of interest or interest and principal, or
operating income guaranty, the sum of all payments required to be made
thereunder (which in the case of an operating income guaranty shall be deemed to
be equal to the debt service for the note secured thereby), calculated at the
interest rate applicable to such Indebtedness, through (i) in the case of an
interest or interest and principal guaranty, the stated dated maturity of the
obligation (and commencing on the date interest could first be payable
thereunder), or (ii) in the case of an operating income guaranty, the date
through which such guaranty will remain in effect, and (b) with respect to all
guarantees not covered by the preceding clause (a) an amount equal to the stated
or determinable amount of the primary obligation in respect of which such
guaranty is made or, if not stated or determinable, the maximum reasonable
anticipated liability in respect thereof (assuming such Person is required to
perform thereunder) as recorded on the balance sheet and on the footnotes to the
most recent financial statements of the Company required to be delivered
pursuant hereto. Notwithstanding anything contained herein to the contrary,
guarantees of completion and of Nonrecourse Carveouts shall not be deemed to be
Contingent Obligations unless and until a claim for payment has been made
thereunder, at which time any such guaranty of completion or of Nonrecourse
Carveouts shall be deemed to be a Contingent Obligation in an amount equal to
any such claim. Subject to the preceding sentence, (i) in the case of a joint
and several guaranty given by such Person and another Person (but only to the
extent such guaranty is recourse, directly or indirectly to the applicable
Person), the amount of the guaranty shall be deemed to be 100% thereof unless
and only to the extent that (X) such other Person has delivered Cash or Cash
Equivalents to secure all or any part of such Person's guaranteed obligations or
(Y) such other Person

                                       6
<PAGE>

holds an Investment Grade Credit Rating from either Moody's or S&P, and (ii) in
the case of a guaranty (whether or not joint and several) of an obligation
otherwise constituting Indebtedness of such Person, the amount of such guaranty
shall be deemed to be only that amount in excess of the amount of the obligation
constituting Indebtedness of such Person. Notwithstanding anything contained
herein to the contrary, "Contingent Obligations" shall not be deemed to include
guarantees of loan commitments or of construction loans to the extent the same
have not been drawn.

      "Control" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person, whether
through the ability to exercise voting power, by contract or otherwise.
"Controlling" and "controlled" have meanings correlative thereto.

      "CPA REIT" means a REIT managed or advised by the Company or a Subsidiary
and listed on SCHEDULE 1.1(b) (as updated from time to time by the Company).

      "Credit Event" has the meaning set forth in Section 4.2.

      "Debt Rating" means, as of any date of determination, the rating as
determined by either S&P or Moody's (collectively, the "Debt Ratings") of the
Company's senior unsecured non-credit enhanced long-term Indebtedness for
borrowed money.

      "Debtor Relief Laws" means the Bankruptcy Code of the United States, and
all other liquidation, conservatorship, bankruptcy, assignment for the benefit
of creditors, moratorium, rearrangement, receivership, insolvency,
reorganization, or similar debtor relief laws of the United States or other
applicable jurisdictions from time to time in effect and affecting the rights of
creditors generally.

      "Default" means any event or condition which constitutes an Event of
Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.

      "Designated Bank" means a special purpose corporation that (i) shall have
become a party to this Agreement pursuant to Section 9.4(h), and (ii) is not
otherwise a Lender.

      "Designated Bank Notes" means promissory notes of the Borrowers,
substantially in the form of EXHIBIT 9.4(h)(i), evidencing the obligation of the
Borrowers to repay Competitive Loans made by Designated Banks, as the same may
be amended, supplemented, modified or restated from time to time, and
"Designated Bank Note" means any one of such promissory notes issued under
Section 9.4(h).

      "Designating Lender" shall have the meaning set forth in Section 9.4(h).

      "Designation Agreement" means a designation agreement in substantially the
form of EXHIBIT 9.4(h)(II), entered into by a Lender and a Designated Bank and
accepted by the Administrative Agent.

      "Disclosed Matters" means the actions, suits and proceedings and the
environmental matters disclosed in SCHEDULE 3.6.

      "Dollars" or "$" refers to lawful money of the United States of America.

      "Domestic Subsidiary" means any Subsidiary that is organized under the
laws of any state of the United States or the District of Columbia.

                                       7
<PAGE>

      "EBITDA" means, for any Person for any period, the Net Income (Loss) of
such Person for such period taken as a single accounting period, plus (a) the
sum of the following amounts of such Person and its subsidiaries for such period
determined on a consolidated basis in conformity with GAAP to the extent
included in the determination of such Net Income (Loss): (i) depreciation
expense, (ii) amortization expense and other non-cash charges, (iii) interest
expense, (iv) income tax expense, (v) extraordinary losses and other
non-recurring charges (and other losses on asset sales not otherwise included in
extraordinary losses and other non-recurring charges), and (vi) adjustments as a
result of the straight lining of rents, less (b) extraordinary gains (and in the
case of the Company and its consolidated subsidiaries, other gains on asset
sales not otherwise included in extraordinary gains) of such Person and its
subsidiaries determined on a consolidated basis in conformity with GAAP to the
extent included in the determination of such Net Income (Loss).

      "Eligible Ground Lease" means a ground lease that (a) has a minimum
remaining term of thirty (30) years, including tenant controlled options, as of
any date of determination, (b) has customary notice rights, default cure rights,
bankruptcy new lease rights and other customary provisions for the benefit of a
leasehold mortgagee or has equivalent protection for a leasehold permanent
mortgagee by a subordination to such leasehold permanent mortgagee of the
landlord's fee interest, and (c) is otherwise acceptable for non-recourse
leasehold mortgage financing under customary prudent lending requirements. The
Eligible Ground Leases as of the date of this Agreement are listed on SCHEDULE
1.1(c).

      "Eligible Project" means a Project (i) which is free of all title defects
and material structural defects, as verified by an Officer's Certificate in form
and substance satisfactory to the Administrative Agent, and (ii) which is free
of Hazardous Materials except as would not materially affect the value of such
Project, as verified by an Officer's Certificate in form and substance
satisfactory to the Administrative Agent.

      "Environmental Laws" means all laws, rules, regulations, codes,
ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority,
relating in any way to the environment, preservation or reclamation of natural
resources, the management, release or threatened release of any Hazardous
Material.

      "Environmental Liability" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties or indemnities), of the Company or any Subsidiary directly or
indirectly resulting from or based upon (a) violation of any Environmental Law,
(b) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials,
(d) the release or threatened release of any Hazardous Materials into the
environment or (e) any contract, agreement or other consensual arrangement
pursuant to which liability is assumed or imposed with respect to any of the
foregoing.

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

      "ERISA Affiliate" means any trade or business (whether or not
incorporated) that, together with the Company, is treated as a single employer
under Section 414(b) or (c) of the Code or, solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.

      "ERISA Event" means (a) any "reportable event", as defined in Section 4043
of ERISA or the regulations issued thereunder with respect to a Plan (other than
an event for which the 30 day notice period is waived); (b) the existence with
respect to any Plan of an "accumulated funding deficiency" (as defined in
Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the
filing

                                       8
<PAGE>

pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an
application for a waiver of the minimum funding standard with respect to any
Plan; (d) the incurrence by the Company or any of its ERISA Affiliates of any
liability under Title IV of ERISA with respect to the termination of any Plan;
(e) the receipt by the Company or any ERISA Affiliate from the PBGC or a plan
administrator of any notice relating to an intention to terminate any Plan or
Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the
Company or any of its ERISA Affiliates of any liability with respect to the
withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the
receipt by the Company or any ERISA Affiliate of any notice, or the receipt by
any Multiemployer Plan from the Company or any ERISA Affiliate of any notice,
concerning the imposition of Withdrawal Liability or a determination that a
Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA.

      "Eurodollar" when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Adjusted LIBO Rate.

      "Event of Default" has the meaning set forth in Section 7.1.

      "Excluded Taxes" means, with respect to the Administrative Agent, any
Lender, any Issuing Bank or any other recipient of any payment to be made by or
on account of any obligation of any Loan Party hereunder, (a) income or
franchise taxes imposed on (or measured by) its net income by the United States
of America, or by the jurisdiction under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any
Lender, in which its applicable lending office is located, (b) any branch
profits taxes imposed by the United States of America or any similar tax imposed
by any other jurisdiction in which such Loan Party is located and (c) in the
case of a Foreign Lender (other than an assignee pursuant to a request by such
Loan Party under Section 2.19(b)), any withholding tax that is imposed on
amounts payable to such Foreign Lender at the time such Foreign Lender becomes a
party to this Agreement (or designates a new lending office) or is attributable
to such Foreign Lender's failure to comply with Section 2.17(e), except to the
extent that such Foreign Lender (or its assignor, if any) was entitled, at the
time of designation of a new lending office (or assignment), to receive
additional amounts from such Loan Party with respect to such withholding tax
pursuant to Section 2.17(a).

      "Facility Fee Rate" means the applicable rate per annum set forth below
under the caption "Facility Fee Rate" based upon the Debt Ratings by Moody's and
S&P, respectively, applicable on such date:

<TABLE>
<CAPTION>
            Debt Ratings         Facility Fee
Level      (S&P/Moody's):            Rate
-----   ----------------------   ------------
<S>     <C>                      <C>
  I     A- / A3 or better           0.10%
 II     BBB+ / Baa1                 0.15%
 III    BBB / Baa2                  0.15%
 IV     BBB- / Baa3                 0.20%
  V     Lower than BBB- / Baa3      0.25%
</TABLE>

                                       9
<PAGE>

      For purposes of the foregoing, if a Debt Rating is issued by each of S&P
and Moody's, then the higher of such Debt Ratings shall apply, unless there is a
split in Debt Ratings of more than one level, in which case the level that is
one level lower than the higher Debt Rating shall apply. The Debt Ratings shall
be determined from the most recent public announcement of any changes in the
Debt Ratings and shall be effective until the next public announcement of any
such change. If the rating system of Moody's or S&P shall change, or if either
such rating agency shall cease to be in the business of rating companies or
corporate debt obligations, the Company and the Lenders shall negotiate in good
faith to amend this definition to reflect such changed rating system or the
unavailability of ratings from such rating agency and, pending the effectiveness
of any such amendment, the Facility Fee Rate shall be determined by reference to
the rating most recently in effect prior to such change or cessation.

      "Fair Market Value" means, with respect to any asset or property, the sale
value that would be obtained in an arm's-length transaction between an informed
and willing seller under no compulsion to sell and an informed and willing buyer
under no compulsion to buy. Fair Market Value shall be determined by an officer
of the Company acting in good faith and shall be evidenced by an Officer's
Certificate, except in the case of the determination of Fair Market Value of
Permitted REIT Investments which are "restricted securities" as defined in the
definition of REIT Investment Value having a Fair Market Value in excess of
$5,000,000, in which case the determination of such Fair Market Value shall be,
at the election of the Company, by (i) the board of directors of the Company
acting in good faith and shall be evidenced by a resolution of the board of
directors, or (ii) an appraisal of an independent third-party appraiser which
shall be a Person regularly engaged in the valuation of securities of the same
type as such Permitted REIT Investment. The Fair Market Value of any readily
marketable securities shall be the number of such securities multiplied by the
average Market Price per share or per unit of such securities during the five
consecutive trading days immediately preceding the date of determination. The
"Market Price" of any security on any trading day shall mean, with respect to
any security which is listed on a national securities exchange, the last sale
price regular way, or, in case no such sale takes place on such day, the average
of the closing bid and asked prices regular way, in either case on the New York
Stock Exchange, or, if such security is not listed or admitted to trading on
such exchange, on the principal national securities exchange on which such
security is listed or admitted to trading, or, if such security is not listed or
admitted to trading on any national securities exchange but is designated as a
national market system security by the National Association of Securities
Dealers, the last sale price, or, in case no such sale takes place on such day,
the average of the closing bid and asked prices, in either case as reported on
the National Association of Securities Dealers Automated Quotation/National
Market System, or if such security is not so designated as a national market
systems security, the average of the highest reported bid and lowest reported
asked prices as furnished by the National Association of Securities Dealers or
similar organization if the National Association of Securities Dealers is no
longer reporting such information. With respect to operating partnership units
of any REIT, such operating partnership units shall in no event have a value
greater than the value of the number of shares of the REIT into which such
operating partnership units are then convertible.

      "Federal Funds Effective Rate" means, for any day, the rate per annum
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 as so published on the next
succeeding 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 (rounded upward, if necessary, to a whole multiple of 1/100 of 1%)
charged to Bank of America on such day on such transactions as determined by the
Administrative Agent.

                                       10
<PAGE>

      "Financial Officer" means the chief financial officer, principal
accounting officer, treasurer or controller of the Company.

      "Financial Statements" means financial statements presenting the
consolidated financial position of the Company and its Subsidiaries as at the
date indicated and the results of their operations and cash flow for the period
indicated in accordance with GAAP, subject to normal adjustments.

      "Fixed Charges" means, with respect to any period, the sum of (a) Total
Interest Expense for such period plus (b) the aggregate of all scheduled
principal payments on Total Outstanding Indebtedness according to GAAP made or
required to be made during such period by the Company and its Subsidiaries (with
appropriate adjustments for minority interests) or allocable to the Company and
its Subsidiaries on account of Joint Venture Holdings (but excluding balloon
payments of principal due upon the stated maturity of any Indebtedness) plus (c)
the aggregate of all dividends payable on the Company's or any of its
consolidated Subsidiaries' preferred equity interests (if any).

      "Foreign Lender" means any Lender that is organized under the laws of a
jurisdiction other than that in which the Company is located. For purposes of
this definition, the United States of America, each State thereof and the
District of Columbia shall be deemed to constitute a single jurisdiction.

      "GAAP" means generally accepted accounting principles in the United States
of America.

      "Governmental Authority" means the government of the United States of
America, any other nation or any political subdivision thereof, whether state or
local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government.

      "Guarantee" of or by any Person means any obligation, contingent or
otherwise, of such Person guaranteeing or having the economic effect of
guaranteeing any Indebtedness or other obligation of any other Person (the
"Primary Obligor") in any manner, whether directly or indirectly, and including
any obligation of such Person, direct or indirect, (a) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness or
other obligation or to purchase (or to advance or supply funds for the purchase
of) any security for the payment thereof, (b) to purchase or lease property,
securities or services for the purpose of assuring the owner of such
Indebtedness or other obligation of the payment thereof, (c) to maintain working
capital, equity capital or any other financial statement condition or liquidity
of the Primary Obligor so as to enable the Primary Obligor to pay such
Indebtedness or other obligation or (d) as an account party or applicant in
respect of any letter of credit or letter of guaranty issued to support such
Indebtedness or obligation; provided, that the term Guarantee shall not include
endorsements for collection or deposit in the ordinary course of business.

      "Guarantor" means the Company in its capacity as guarantor hereunder.

      "Hazardous Materials" means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law.

      "Hedging Agreement" means any interest rate protection agreement, foreign
currency exchange agreement, commodity price protection agreement or other
interest or currency exchange rate or commodity price hedging arrangement.

                                       11
<PAGE>

      "Improvements" means all buildings, fixtures, structures, parking areas,
landscaping and other improvements whether existing now or hereafter
constructed, together with all machinery and mechanical, electrical, HVAC and
plumbing systems presently located thereon and used in the operation thereof,
excluding (a) any such items owned by utility service providers, (b) any such
items owned by tenants or other third parties unaffiliated with the Company and
(c) any items of personal property.

      "Indebtedness" of any Person means, without duplication, (a) all
obligations of such Person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations of such Person
upon which interest charges are customarily paid (excluding current Taxes, water
and sewer charges and assessments and current trade liabilities incurred in the
ordinary course of business in accordance with customary terms), (d) all
obligations of such Person under conditional sale or other title retention
agreements relating to property acquired by such Person (other than current
trade liabilities incurred in the ordinary course of business in accordance with
customary terms), (e) all obligations of such Person in respect of the deferred
purchase price of property or services (excluding current accounts payable
incurred in the ordinary course of business), (f) all Indebtedness of others
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 owned or
acquired by such Person, whether or not the Indebtedness secured thereby has
been assumed, (g) all Guarantees by such Person of Indebtedness of others and
other Contingent Obligations, (h) all Capital Lease Obligations of such Person,
(i) all obligations, contingent or otherwise, of such Person as an account party
or applicant in respect of letters of credit and letters of guaranty, (j) all
obligations, contingent or otherwise, of such Person in respect of bankers'
acceptances, (k) all obligations of such Person to purchase or redeem any shares
of equity securities issued by such Person, including obligations under
so-called forward equity purchase contracts to the extent such obligations are
not payable solely in equity interests, (l) all obligations of such Person in
respect of any forward contract, futures contract, swap or other agreement, the
value of which is dependent upon interest rates or currency exchange rates, and
(m) all obligations of such Person in respect of any so-called "synthetic lease"
(i.e., a lease of property which is treated as an operating lease under GAAP and
as a loan for U.S. income tax purposes). The Indebtedness of any Person shall
include the Indebtedness of any other entity (including any partnership in which
such Person is a general partner) to the extent such Person is liable therefor
as a result of such Person's ownership interest in or other relationship with
such entity, except to the extent the terms of such Indebtedness provide that
such Person is not liable therefor.

      "Indemnified Taxes" means Taxes other than Excluded Taxes.

      "Interest Election Request" means a request by the Company to convert or
continue a Revolving Borrowing in accordance with Section 2.8.

      "Interest Payment Date" means (a) with respect to any ABR Loan (including
any Swing Line Loan), the last Business Day of each March, June, September and
December and (b) with respect to any Eurodollar Loan, the last day of the
Interest Period applicable to the Borrowing of which such Loan is a part and, in
the case of a Eurodollar Borrowing with an Interest Period of more than three
months' duration, each day prior to the last Business Day of such Interest
Period that occurs at intervals of three months' duration after the first day of
such Interest Period.

      "Interest Period" means with respect to any Eurodollar Borrowing the
period commencing on the date of such Borrowing and ending on the numerically
corresponding day in the calendar month that is one, two, three or six months
thereafter, as the Company on behalf of a Borrower may elect; provided, that (i)
if any Interest Period would end on a day other than a Business Day, such
Interest Period shall be extended to the next succeeding Business Day unless
such next succeeding Business Day would fall in the next calendar month, in
which case such Interest Period shall end on the next preceding Business Day,

                                       12
<PAGE>

(ii) any Interest Period that commences on the last Business Day of a calendar
month (or on a day for which there is no numerically corresponding day in the
last calendar month of such Interest Period) shall end on the last Business Day
of the last calendar month of such Interest Period, and (iii) the Interest
Period for Eurodollar Revolving Borrowings may be shorter than one (1) month in
order to consolidate two (2) or more Eurodollar Revolving Borrowings. For
purposes hereof, the date of a Borrowing initially shall be the date on which
such Borrowing is made and, in the case of a Revolving Borrowing, thereafter
shall be the effective date of the most recent conversion or continuation of
such Borrowing.

      "Investment Grade Credit Rating" means a Debt Rating of BBB- or higher by
S&P or Baa3 or higher by Moody's.

      "Issuing Banks" means (a) Bank of America, N.A. and (b) up to two other
Lenders designated by the Company from time to time (subject to the consent of
the Administrative Agent, not to be unreasonably withheld, and such Lender), in
each case in their capacity as the issuer of Letters of Credit hereunder, and
their successors in such capacity as provided in Section 2.6(i). An Issuing Bank
may, in its discretion, arrange for one or more Letters of Credit to be issued
by Affiliates of such Issuing Bank, in which case the term "Issuing Banks" shall
include any such Affiliate with respect to Letters of Credit issued by such
Affiliate.

      "Joint Venture" means a partnership, limited liability company, joint
venture (including a tenancy-in-common ownership pursuant to a written agreement
providing for substantially the same rights and obligations relating to such
property that would be in a joint venture agreement), or corporation which is
not wholly-owned by the Company (or one of its Subsidiaries).

      "Joint Venture EBITDA" means, for any period, EBITDA from a Joint Venture
Holding, calculated as revenue allocated to the Company and its Subsidiaries
based on its ownership interest in such Joint Venture Holding, minus 2% of such
revenue.

      "Joint Venture Holding" means an interest in a Joint Venture held or owned
by the Company (or one of its Subsidiaries).

      "LC Disbursement" means a payment made by an Issuing Bank pursuant to a
Letter of Credit.

      "LC Exposure" means, at any time, the sum of (a) the aggregate undrawn
amount of all outstanding Letters of Credit at such time plus (b) the aggregate
amount of all LC Disbursements that have not yet been reimbursed by or on behalf
of the Borrowers at such time. The LC Exposure of any Lender at any time shall
be its Applicable Percentage of the total LC Exposure at such time.

      "LC Sublimit" has the meaning set forth in Section 2.6(b).

      "Lease" means a lease, license, concession agreement or other agreement
providing for the use or occupancy of any portion of any Project, including all
amendments, supplements, modifications and assignments thereof and all side
letters or side agreements relating thereto.

      "Lender Affiliate" means, (a) with respect to any Lender, (i) an Affiliate
of such Lender or (ii) any entity (whether a corporation, partnership, trust or
otherwise) that is engaged in making, purchasing, holding or otherwise investing
in bank loans and similar extensions of credit in the ordinary course of its
business and is administered or managed by a Lender or an Affiliate of such
Lender and (b) with respect to any Lender that is a fund which invests in bank
loans and similar extensions of credit, any other fund that invests in bank
loans and similar extensions of credit and is managed by the same investment
advisor as such Lender or by an Affiliate of such investment advisor.

                                       13
<PAGE>

      "Lenders" means (a) the Persons listed on SCHEDULE 1.1(a) and any other
Person that shall have become a party hereto pursuant to an Assignment and
Acceptance, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Acceptance, (b) the Designated Banks; provided, however,
that the term "Lender" shall exclude each Designated Bank when used in reference
to a Revolving Loan, the Commitments or terms relating to the Revolving Loans
and the Commitments and shall further exclude each Designated Bank for all other
purposes hereunder except that any Designated Bank which funds a Competitive
Loan shall, subject to Section 9.4(h), have the rights (including, without
limitation, the rights given to a Lender contained in Article IX) and
obligations of a Lender associated with holding such Competitive Loan and (c) as
the context requires, the Swing Line Lender.

      "Letter of Credit" means any standby letter of credit issued pursuant to
this Agreement.

      "Leverage Ratio" as of any date means the ratio, expressed as a
percentage, of the Total Outstanding Indebtedness as of such date to the Total
Value as of such date.

      "LIBO Rate" means, for any Interest Period with respect to a Eurodollar
Borrowing, the rate per annum equal to the British Bankers Association LIBOR
Rate ("BBA LIBOR"), as published by Reuters (or other commercially available
source providing quotations of BBA LIBOR as designated by the Administrative
Agent from time to time) at approximately 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period, for Dollar deposits (for
delivery on the first day of such Interest Period) with a term equivalent to
such Interest Period. If such rate is not available at such time for any reason,
then the "LIBO Rate" for such Interest Period shall be the rate per annum
determined by the Administrative Agent to be the rate at which deposits in
Dollars for delivery on the first day of such Interest Period in same day funds
in the approximate amount of the Eurodollar Borrowing being made, continued or
converted by Bank of America and with a term equivalent to such Interest Period
would be offered by Bank of America's London Branch to major banks in the London
interbank eurodollar market at their request at approximately 11:00 a.m. (London
time) two Business Days prior to the commencement of such Interest Period.

      "Lien" means, with respect to any asset, (a) any mortgage, deed of trust,
lien, pledge, hypothecation, encumbrance, charge or security interest in, on or
of such asset (excluding, in the case of assets consisting of Real Property
owned by the Company, its Subsidiaries or a Joint Venture, the lien of a
mortgage or deed of trust on the Real Property interest not owned by the
Company, its Subsidiaries or the Joint Venture; provided that the ownership or
estate interest of the Company or a Subsidiary in such Real Property is not
subordinate to such a lien and such interest would not be adversely affected by
such lien either through foreclosure thereof or otherwise (e.g., a mortgage on
the leasehold interest of a Project owned in fee by a Subsidiary does not
constitute a Lien)), (b) the interest of a vendor or a lessor under any
conditional sale agreement, capital lease or title retention agreement (or any
financing lease having substantially the same economic effect as any of the
foregoing) relating to such asset and (c) in the case of securities, any
purchase option, call or similar right of a third party with respect to such
securities.

      "Loans" means the Revolving Loans, the Competitive Loans and the Swing
Line Loans or any one of them, as applicable.

      "Loan Documents" means this Agreement, the Notes and all other
instruments, agreements and written obligations between a Loan Party and any of
the Lenders pursuant to or in connection with the Transactions.

      "Loan Parties" means the Borrowers and the Guarantor.

                                       14
<PAGE>

      "Management Contract" means a management contract or advisory agreement
under which the Company or one of its Subsidiaries provides management and
advisory services to a third party, consisting of management of properties or
provision of advisory services on property acquisition and dispositions, equity
and debt placements and related transactional matters.

      "Management EBITDA" means, for any period, an amount equal to:

            (a) the aggregate sum of revenues for such period earned by the
      Company and its Subsidiaries from providing management services under
      Management Contracts, including asset management revenue, performance
      revenue, structuring revenue, advisor's participation in cash flow (if
      any), interest income or any revenue earned as stipulated in a Management
      Contract and booked for financial reporting purposes, together with
      appropriate adjustments for minority interests and excluding revenue
      related to reimbursed costs but including distributions received for such
      period related to the ownership of shares in managed funds and CPA REITs;
      minus

            (b) Management G&A expense for such period.

      "Management G&A Expense" means, for any period, (a) Total G&A Expense
during such period (net of reimbursed costs) minus (b) Property G&A Expense for
such period.

      "Margin" means, with respect to any Competitive Loan, the marginal rate of
interest, if any, to be added to or subtracted from the Adjusted LIBO Rate to
determine the rate of interest applicable to such Loan, as specified by the
Lender making such Loan in its related Competitive Bid.

      "Margin Stock" means "margin stock" or "margin securities" as such terms
are defined in Regulation U and Regulation X of the Board as in effect from time
to time.

      "Marketable Securities" means short-term marketable securities, issued by
any entity (other than an Affiliate of the Company) organized and existing under
the laws of the United States of America, with a long-term unsecured
indebtedness rating, at the time when any investment therein is made, with
Moody's or S&P of Baa2/BBB or better, respectively.

      "Material Adverse Effect" means a material adverse effect on (a) the
business, assets, financial condition or results of operations of the Company
and the Subsidiaries taken as a whole or (b) the validity or enforceability of
the Loan Documents or the rights or remedies of the Administrative Agent and the
Lenders under the Loan Documents.

      "Material Indebtedness" means Indebtedness (other than the Loans, Letters
of Credit and Nonrecourse Indebtedness), or obligations in respect of one or
more Hedging Agreements, of any one or more of the Company and its Subsidiaries
in an aggregate principal amount exceeding $25,000,000. For purposes of
determining Material Indebtedness, the "principal amount" of the obligations of
the Company or any Subsidiary in respect of any Hedging Agreement at any time
shall be the maximum aggregate amount (giving effect to any netting agreements)
that the Company or such Subsidiary would be required to pay if such Hedging
Agreement were terminated at such time.

      "Material Subsidiary" means at any time (a) any Borrower or (b) any other
Subsidiary which contributes at least $20,000,000 to Total Value.

      "Maturity Date" means June 29, 2011 as such date may be extended pursuant
to Section 2.5.

      "Moody's" means Moody's Investors Service, Inc.

                                       15
<PAGE>

      "Multiemployer Plan" means a multiemployer plan as defined in Section
4001(a)(3) of ERISA.

      "Net Asset Value" means the value of a security determined on a net asset
value basis by an officer of the Company in good faith and evidenced by an
Officer's Certificate, which determination shall be based on an appraisal of an
independent third-party appraiser regularly engaged in the valuation of
securities of the same type as the securities being valued.

      "Net Income (Loss)" means, for any Person for any period, the aggregate of
net income (or loss) of such Person and its subsidiaries for such period,
determined on a consolidated basis in conformity with GAAP.

      "Net Offering Proceeds" means all cash or other assets received by the
Company as a result of the sale of common shares, preferred shares, partnership
interests, limited liability company interests, convertible securities or other
ownership or equity interests in the Company, less customary costs and discounts
of issuance paid by the Company.

      "Nonrecourse Carveouts" means the personal liability of an obligor under
Indebtedness for fraud, misrepresentation, misapplication or misappropriation of
cash, waste, environmental liability, bankruptcy filing or any other
circumstances customarily excluded from non-recourse provisions and non-recourse
financing of real estate.

      "Nonrecourse Indebtedness" of any Person means all Indebtedness of such
Person with respect to which recourse for payment is limited to specific assets
encumbered by a Lien securing such Indebtedness (other than Nonrecourse
Carveouts); provided, that if in connection therewith a personal recourse claim
is established by judgment decree or award by any court of competent
jurisdiction or arbitrator of competent jurisdiction and execution or
enforcement thereof shall not be effectively stayed for 30 consecutive days and
such Indebtedness shall not be paid or otherwise satisfied within such 30-day
period, then such Indebtedness in an amount equal to the personal recourse claim
established by judgment or award shall not constitute Nonrecourse Indebtedness
for purposes of this Agreement.

      "Note" means (a) a promissory note in the form attached hereto as EXHIBIT
2.10(a) payable to a Lender, evidencing certain of the Obligations of the
Borrowers to such Lender and executed by the Borrowers as set forth in Section
2.10(e), as the same may be amended, supplemented, modified or restated from
time to time or (b) a Designated Bank Note, as the context may require. "Notes"
means, collectively, all of such Notes outstanding at any given time.

      "Obligations" means, collectively, the obligations of the Loan Parties in
respect of principal, interest, fees, indemnities, and all other amounts under
or in connection with this Agreement or any of the other Loan Documents,
including reimbursement obligations in respect of Letters of Credit, in each
case whether such obligation arose before or after the commencement of any
bankruptcy, insolvency, receivership or other similar proceeding and whether or
not the obligation is undersecured or oversecured or deemed allowable, provable
or accruing against any Loan Party in any such proceeding, including interest
calculated from the commencement of any such proceeding at the rate provided in
Section 2.13(c).

      "Officer's Certificate" means a certificate signed by the President or any
Vice President of the Company or by any Financial Officer or by such other
officer as may be specified herein, and delivered to the Administrative Agent
hereunder.

                                       16
<PAGE>

      "Other Taxes" means any and all present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies arising
from any payment made hereunder or from the execution, delivery or enforcement
of, or otherwise with respect to, this Agreement.

      "PBGC" means the Pension Benefit Guaranty Corporation referred to and
defined in ERISA and any successor entity performing similar functions.

      "Permitted Encumbrances" means:

            (a) Liens imposed by law for taxes, assessments, governmental
      charges or levies that are not yet due or are being contested in
      compliance with Section 5.4;

            (b) carriers', warehousemen's, mechanics', materialmen's,
      repairmen's and other like Liens imposed by law, arising in the ordinary
      course of business and securing obligations that are not overdue by more
      than 30 days or are being contested in compliance with Section 5.4,

            (c) pledges and deposits made in the ordinary course of business in
      compliance with workers' compensation, unemployment insurance and other
      social security laws or regulations or to secure the performance of bids,
      purchases, contracts (other than for the payment of borrowed money) and
      surety, appeal and performance bonds;

            (d) deposits to secure the performance of bids, trade contracts,
      leases, statutory obligations, surety and appeal bonds, performance bonds
      and other obligations of a like nature, in each case in the ordinary
      course of business;

            (e) easements, zoning restrictions, rights-of-way and similar
      encumbrances on real property imposed by law or arising in the ordinary
      course of business that do not secure any monetary obligations and do not
      materially detract from the value of the affected property or interfere
      with the ordinary conduct of business of the Company or any Subsidiary;
      and

            (f) statutory and common law landlord Liens;

      provided that the term "Permitted Encumbrances" shall not include any Lien
securing Indebtedness.

      "Permitted REIT Investments" means investments by the Company or any
Subsidiary in publicly traded warrants, publicly traded equity securities and
operating partnership units of publicly traded REITS (and excluding in any event
investments in the securities of the CPA REITS). For purposes hereof, "publicly
traded" shall mean that such investments are traded on a nationally-recognized
market with widely distributed standard price quotations.

      "Person" means any natural person, corporation, limited liability company,
trust, joint venture, association, company, partnership, Governmental Authority
or other entity.

      "Plan" means any employee pension benefit plan (other than a Multiemployer
Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code
or Section 302 of ERISA, and in respect of which the Company or any ERISA
Affiliate is (or, if such plan were terminated, would under Section 4069 of
ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA.

      "Prime Rate" means the rate of interest publicly announced by the
Administrative Agent from time to time as its prime rate in effect. If Bank of
America is the Administrative Agent, the "Prime Rate"

                                       17
<PAGE>

is a rate set by Bank of America based upon various factors including Bank of
America's costs and desired return, general economic conditions and other
factors, and is used as a reference point for pricing some loans, which may be
priced at, above, or below such announced rate. Any change in the "Prime Rate"
announced by the Administrative Agent shall take effect at the opening of
business on the day specified in the public announcement of such change.

      "Project" means any office, industrial/manufacturing facility, educational
facility, retail facility, distribution/warehouse facility, assembly or
production facility, hotel, day care center, storage facility, health
care/hospital facility, restaurant, radio or TV station,
broadcasting/communication facility (including any transmission facility), any
combination of any of the foregoing, or any land to be developed into any one or
more of the foregoing pursuant to a written agreement with respect to such land
for a transaction involving a Lease, in each case owned, directly or indirectly,
by any of the Consolidated Businesses.

      "Property" means any Real Property or personal property, plant, building,
facility, structure, equipment, general intangible, receivable, or other asset
owned or leased by any Consolidated Business or any Joint Venture in which the
Company, directly or indirectly, has a Joint Venture Holding.

      "Property EBITDA" means, for any period, an amount equal to:

            (a) Adjusted Total EBITDA for such period; minus

            (b) Adjusted Management EBITDA for such period; minus

            (c) distributions in cash received by the Company and its
      Subsidiaries in respect of equity in managed funds and CPA REITS for such
      period.

      "Property G&A Expense" means, for any period, 8% of the total lease
revenues of the Company and its Subsidiaries for such period, as set forth on
the Company's consolidated financial statements for such period.

      "Quarterly Compliance Certificate" means an Officer's Certificate signed
by a Financial Officer, substantially in the form of EXHIBIT 5.1(a).

      "Real Property" means any present and future right, title and interest
(including, without limitation, any leasehold estate) in (i) any plots, pieces
or parcels of land, (ii) any Improvements of every nature whatsoever (the rights
and interests described in clauses (i) and (ii) above being the "Premises"),
(iii) all easements, rights of way, gores of land or any lands occupied by
streets, ways, alleys, passages, sewer rights, water courses, water rights and
powers, and public places adjoining such land, and any other interests in
property constituting appurtenances to the Premises, or which hereafter shall in
any way belong, relate or be appurtenant thereto, (iv) all hereditaments, gas,
oil, minerals (with the right to extract, sever and remove such gas, oil and
minerals), and easements, of every nature whatsoever, located in, on or
benefiting the Premises and (v) all other rights and privileges thereunto
belonging or appertaining and all extensions, additions, improvements,
betterments, renewals, substitutions and replacements to or of any of the rights
and interests described in clauses (iii) and (iv) above.

      "Register" has the meaning set forth in Section 9.4.

      "REIT" means a domestic trust or corporation that qualifies as a real
estate investment trust under the provisions of Sections 856, et seq. of the
Code.

                                       18
<PAGE>

      "REIT Investment Value" means, as of any date, the sum of (i) 80% of the
Fair Market Value as of the date of determination of Permitted REIT Investments
consisting of warrants, REIT shares and operating partnership units that are
unrestricted securities, plus (ii) 65% of the Fair Market Value as of the date
of determination of Permitted REIT Investments consisting of warrants, REIT
shares and operating partnership units that are restricted securities; provided
that the Fair Market Value of Permitted REIT Investments in excess of 15% of the
outstanding equity securities of any REIT and its related operating partnership
shall be excluded in determining REIT Investment Value. For purposes of this
definition and the definition of Fair Market Value, the term "restricted
securities" shall mean securities which constitute "restricted securities" or
are held by an "affiliate" of the issuer of such securities, in each case in
accordance with Rule 144 promulgated under the Securities Act of 1933, as
amended, or are otherwise subject to any agreement, arrangement or other
understanding in any way limiting or affecting the right of the holder of such
securities to dispose of such securities. For purposes of this definition, the
term "unrestricted securities" shall mean securities which are not "restricted
securities."

      "Related Parties" means, with respect to any specified Person, such
Person's Affiliates and the respective directors, officers, employees, agents
and advisors of such Person and such Person's Affiliates.

      "Required Lenders" means, at any time, Lenders having Revolving Credit
Exposures and Unused Commitments representing at least 51% of the sum of the
total Revolving Credit Exposures and Unused Commitments at such time; provided
that, for purposes of declaring the Loans to be due and payable pursuant to
Article VII, and for all purposes after the Loans become due and payable
pursuant to Article VII or the Commitments expire or terminate, the outstanding
Competitive Loans of the Lenders shall be included in their respective Revolving
Credit Exposures in determining the Required Lenders; and provided further,
that, in the event any of the Lenders shall have failed to fund its Applicable
Percentage of any Borrowing which such Lender is obligated to fund under the
terms of this Agreement and any such failure has not been cured as provided in
Section 2.7, then for so long as such failure continues, "Required Lenders"
means Lenders (excluding all Lenders whose failure to fund their respective
Applicable Percentages of such Borrowings have not been so cured) having
Revolving Credit Exposures and Unused Commitments representing at least 51% of
the sum of the total Revolving Credit Exposures and Unused Commitments of such
Lenders at such time.

      "Restricted Payment" is defined in Section 6.1(e).

      "Revolving Credit Exposure" means, with respect to any Lender at any time,
the sum of the outstanding principal amount of such Lender's Revolving Loans,
its LC Exposure and its risk participation and funded participation in any
outstanding Swing Line Loans.

      "Revolving Loan" means a loan made pursuant to Sections 2.2 and 2.3.

      "S&P" means Standard & Poor's Ratings Group, a division of The McGraw-Hill
Companies, Inc.

      "Secured Indebtedness" means any Indebtedness secured by a Lien (excluding
Indebtedness hereunder).

      "Solvent", when used with respect to any Person, means that at the time of
determination:

            (a) the fair saleable value of its assets is in excess of the total
      amount of its liabilities (including, without limitation, contingent
      liabilities); and

            (b) the present fair saleable value of its assets is greater than
      its probable liability on its existing debts as such debts become absolute
      and matured; and

                                       19
<PAGE>

            (c) it is then able and expects to be able to pay its debts
      (including, without limitation, contingent debts and other commitments) as
      they mature; and

            (d) it has capital sufficient to carry on its business as conducted
      and as proposed to be conducted.

      "Statutory Reserve Rate" means a fraction (expressed as a decimal), the
numerator of which is the number one and the denominator of which is the number
one minus the aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the Board to which the bank serving as the Administrative Agent
is subject with respect to the Adjusted LIBO Rate, for eurocurrency funding
(currently referred to as "Eurocurrency Liabilities" in Regulation D of the
Board). Such reserve percentages shall include those imposed pursuant to such
Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency
funding and to be subject to such reserve requirements without benefit of or
credit for proration, exemptions or offsets that may be available from time to
time to any Lender under such Regulation D or any comparable regulation. The
Statutory Reserve Rate shall be adjusted automatically on and as of the
effective date of any change in any reserve percentage.

      "Subsidiary" means, with respect to any Person (the "parent") at any date,
any corporation, limited liability company, partnership, association or other
entity the accounts of which would be consolidated with those of the parent in
the parent's consolidated financial statements if such financial statements were
prepared in accordance with GAAP as of such date, as well as any other
corporation, limited liability company, partnership, association or other entity
(a) of which securities or other ownership interests representing more than 50%
of the equity or more than 50% of the ordinary voting power or, in the case of a
partnership, more than 50% of the general partnership interests are, as of such
date, owned, controlled or held, or (b) that is, as of such date, otherwise
Controlled, by the parent or one or more subsidiaries of the parent or by the
parent and one or more subsidiaries of the parent. Unless otherwise specified,
any reference to "Subsidiary" or "Subsidiaries" hereunder shall refer to a
Subsidiary or Subsidiaries of the Company.

      "Swing Line Lender" means Bank of America in its capacity as provider of
Swing Line Loans, or any successor swing line lender hereunder.

      "Swing Line Loan" has the meaning specified in Section 2.20.

      "Swing Line Sublimit" means an amount equal to the lesser of (a)
$25,000,000 and (b) the aggregate Commitments. The Swing Line Sublimit is part
of, and not in addition to, the aggregate Commitments.

      "Taxes" means any and all present or future taxes, levies, imposts,
duties, deductions, charges or withholdings imposed by any Governmental
Authority.

      "Total G&A Expense" means, for any period, the total general and
administrative expenses of the Company and its Subsidiaries for such period, as
determined in accordance with GAAP.

      "Total Interest Expense" means, for any period, an amount equal to (a)
interest expense (including capitalized interest expense) of the Company and its
Subsidiaries during such period, plus (b) the portion of the interest expense of
Joint Ventures allocable to the Company and its Subsidiaries in accordance with
GAAP on account of ownership of Joint Venture Holdings during such period (with
appropriate adjustments for minority interests) minus (c) extraordinary interest
expense related to debt prepayments or defeasance of loans minus (d)
amortization of deferred costs associated with new

                                       20
<PAGE>

financings or refinancings of existing Indebtedness minus (e) capitalized
interest expense related to Real Property under construction.

      "Total Outstanding Indebtedness" means, as of any date, the sum, without
duplication, of (a) the amount of Indebtedness (secured and unsecured and
recourse or non-recourse) of the Company and its Subsidiaries, including,
without limitation, mortgage loans, outstanding balances on lines of credit and
notes payable, as set forth in the then most recent quarterly Financial
Statements delivered pursuant to Section 5.1, prepared in accordance with GAAP
plus (b) the outstanding amount of Indebtedness of Joint Ventures allocable in
accordance with GAAP on account of ownership of Joint Venture Holdings to the
Company and its Subsidiaries as of the time of determination (with appropriate
adjustments for minority interests) plus (c) the Contingent Obligations of the
Company and its Subsidiaries and, to the extent allocable to the Company and its
Subsidiaries in accordance with GAAP on account of ownership of Joint Venture
Holdings, of the Joint Ventures (with appropriate adjustments for minority
interests).

      "Total Secured Outstanding Indebtedness" means, as of any date, the
portion of Total Outstanding Indebtedness that is Secured Indebtedness.

      "Total Value" means, as of any date, the sum, without duplication, of:

            (a) unrestricted Cash and Cash Equivalents which would be included
      on the Consolidated Businesses' consolidated balance sheet as of such
      date; plus

            (b) Fair Market Value of Marketable Securities; plus

            (c) in respect of Projects owned or ground-leased by the Company and
      its Subsidiaries for at least four (4) fiscal quarters, the Adjusted
      Property EBITDA for such Projects as of the first day of the fiscal
      quarter in which such date occurs for the previous four consecutive fiscal
      quarters divided by 8.25%; plus

            (d) the investment (at cost without depreciation) in Projects owned
      or ground-leased by the Company and its Subsidiaries for fewer than four
      fiscal quarters (with appropriate adjustments for minority interests);
      plus

            (e) the investment (at cost without depreciation) in Joint Venture
      Holdings for fewer than four fiscal quarters which is allocable to the
      Company and its Subsidiaries based on their ownership interests in the
      related Joint Ventures in accordance with GAAP (with appropriate
      adjustments for minority interests); plus

            (f) the investment in Joint Ventures, to the extent controlled by
      the Company or its Affiliates, valued according to the methodologies under
      clauses (c) or (d) above which is allocable to the Company and its
      Subsidiaries based on their ownership interests in the related Joint
      Ventures in accordance with GAAP; provided that the amount under this
      clause (f) shall be limited to 30% of Total Value; plus

            (g) investments in notes secured by mortgages on the Real Property
      of any Person at cost, less an amount equal to accrued amortization
      payments in respect thereof; provided that the amount under this clause
      (g) shall be limited to 15% of Total Value; plus

            (h) the REIT Investment Value; provided that the amount under this
      clause (h) shall be limited to 10% of Total Value; plus

                                       21
<PAGE>

            (i) the product of seven (7) multiplied by the lesser of (i) the
      Adjusted Management EBITDA for the previous four fiscal quarters or (ii)
      the product of two (2) multiplied by the Adjusted Management EBITDA for
      the previous two fiscal quarters; provided that the amount under this
      clause (i) shall be limited to 50% of Total Value; plus

            (j) the book value of all loans made by the Company and its
      Subsidiaries to CPA REITs; provided that the amount under this clause (j)
      shall be limited to 10% of Total Value;

            (k) the Net Asset Value of all investments in the securities of the
      CPA REITs reported under the treatment of equity investments as of the end
      of the most recent fiscal quarter for which financial statements have been
      delivered pursuant to Section 5.1; provided that the amount under this
      clause (k) shall be limited to 10% of Total Value; plus

            (l) investments in Real Property under construction which is
      proceeding to completion in the ordinary course (valued at the aggregate
      costs incurred and paid to date); provided that the amount under this
      clause (l) shall be limited to 15% of Total Value; plus

            (m) investments (at the lower of cost or market value) in Real
      Property consisting of undeveloped land; provided that the amount under
      this clause (m) shall be limited to 5% of Total Value.

      Notwithstanding the foregoing and solely for the purposes of this
definition:

            (A) the aggregate amount of investments by the Company and its
      consolidated Subsidiaries in assets based outside the United States shall
      not exceed 25% of Total Value;

            (B) the sum of the aggregate investments by the Company and its
      consolidated Subsidiaries pursuant to clauses (g), (h), (i), (j) and (k)
      above shall not exceed 50% of Total Value;

            (C) the aggregate investments by the Company and its consolidated
      Subsidiaries in Properties which are not office, self-storage or
      industrial/manufacturing, retail, or distribution/warehouse in nature
      shall not exceed 10% of Total Value.

      "Transactions" means the execution, delivery and performance by the Loan
Parties of the Loan Documents to which they are a party, the borrowing of Loans,
the use of the proceeds thereof, the issuance of Letters of Credit hereunder and
the transactions contemplated by the Loan Documents.

      "Type", when used in reference to any Loan or Borrowing, refers to whether
the rate of interest on such Loan, or on the Loans comprising such Borrowing, is
determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.

      "Unconsolidated Entity" means, with respect to any Person, at any date,
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 if such statements were prepared as of such date.

      "Unencumbered Eligible Project" means an Eligible Project (a) which is
located in the United States, (b) with respect to which either (i) one or more
of the Loan Parties has an ownership interest of 100% or a ground leasehold
interest under an Eligible Ground Lease, or (ii)(A) one or more of the Loan

                                       22
<PAGE>

Parties has an ownership interest (whether directly or through an interest in a
Joint Venture) of more than 50%, (B) one or more Affiliates of the Loan Parties
has all of the remaining ownership interests (whether directly or through an
interest in a Joint Venture) not owned by the Loan Parties and (C) the Loan
Parties control the management of such Project, and (c) which is not subject
(nor are any equity interests therein owned by the Loan Parties and their
Subsidiaries subject) to any Liens or preferred equity interests, except for
Permitted Encumbrances and buy-sell rights with respect to Joint Ventures on
customary terms and conditions. As used in this definition only, the term
"control" shall mean the authority, with sole discretion, to make major
management decisions with respect to the applicable Project, including with
respect to sale, financing, refinancing, capital improvements, leasing and the
grant of Liens on such Project and to manage the day-to-day operations of such
Project.

      "Unused Commitment" means, as of any date, with respect to each Lender,
its Commitment less its Revolving Credit Exposure (other than any Revolving
Credit Exposure from Swing Line Loans that have not been refinanced through the
funding of Revolving Loans or risk participations).

      "Unused Commitment Fee Rate" means the applicable rate per annum set forth
below under the caption "Unused Commitment Fee Rate" for any Unused Commitment
amounts based upon the range into which the Leverage Ratio then falls in
accordance with the following table:

<TABLE>
<CAPTION>
                              Unused Commitment
Level   Leverage Ratio             Fee Rate
-----   --------------------  -----------------
<S>     <C>                   <C>
  I        < or = 35%                0.125%
  II    > 35% but < or = 45%         0.150%
 III    > 45% but < or = 55%         0.150%
  IV         > 55%                   0.200%
</TABLE>

The Leverage Ratio shall be determined as of the end of each fiscal quarter
based on the Compliance Certificate delivered pursuant to Section 5.1, and each
change in rates resulting from a change in the Leverage Ratio shall be effective
from and including the day when the Administrative Agent receives such
Compliance Certificate indicating such change to but excluding the effective
date of the next such change. Notwithstanding the foregoing, if the Compliance
Certificate is not delivered when due in accordance with Section 5.1, then
highest pricing shall apply as of the first Business Day after the date on which
such Compliance Certificate was required to have been delivered and shall
continue to apply until the first Business Day immediately following the date
the Compliance Certificate is delivered in accordance with Section 5.1,
whereupon the Unused Commitment Fee Rate shall be adjusted based upon the
calculation of the Leverage Ratio contained in such Compliance Certificate. The
Unused Commitment Fee Rate in effect from the Closing Date through the first
Business Day immediately following the date a Quarterly Compliance Certificate
is required to be delivered pursuant to Section 5.1 for the fiscal quarter
ending June 30, 2007 shall be 0.125%.

      "Wholly-Owned REIT Subsidiary" means any REIT in which the Company owns,
directly or indirectly, 100% of the voting equity thereof.

                                       23
<PAGE>

      "Withdrawal Liability" means liability to a Multiemployer Plan as a result
of a complete or partial withdrawal from such Multiemployer Plan, as such terms
are defined in Part 1 of Subtitle E of Title IV of ERISA.

      SECTION 1.2. CLASSIFICATION OF LOANS AND BORROWINGS.

      (a) For purposes of this Agreement, Loans may be classified and referred
to by Class (e.g., a "Revolving Loan") or by Type (e.g., a "Eurodollar Loan") or
by Class and Type (e.g., a "Eurodollar Revolving Loan"). Borrowings also may be
classified and referred to by Class (e.g., a "Revolving Borrowing") or by Type
(e.g., a "Eurodollar Borrowing") or by Class and Type (e.g., a "Eurodollar
Revolving Borrowing").

      (b) In the computation of periods of time from a specified date to a later
specified date, the word "from" means "from and including;" the words "to" and
"until" each mean "to but excluding;" and the word "through" means "to and
including."

      SECTION 1.3. TERMS GENERALLY. The definitions of terms herein shall apply
equally to the singular and plural forms of the terms defined. Whenever the
context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation". The word "will"
shall be construed to have the same meaning and effect as the word "shall".
Unless the context requires otherwise (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person's successors and
assigns, (c) the words "herein", "hereof' and "hereunder", and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to
any particular provision hereof, (d) all references herein to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement and (e) the words
"asset" and "property" shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights.

      SECTION 1.4. ACCOUNTING TERMS; GAAP. Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP, as in effect from time to time; provided
that, if the Company notifies the Administrative Agent that the Company requests
an amendment to any provision hereof to eliminate the effect of any change
occurring after the date hereof in GAAP or in the application thereof on the
operation of such provision (or if the Administrative Agent notifies the Company
that the Required Lenders request an amendment to any provision hereof for such
purpose), regardless of whether any such notice is given before or after such
change in GAAP or in the application thereof, then such provision shall be
interpreted on the basis of GAAP as in effect and applied immediately before
such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith.

      SECTION 1.5. LETTER OF CREDIT AMOUNTS.

      Unless otherwise specified herein, the amount of a Letter of Credit at any
time shall be deemed to be the stated amount of such Letter of Credit in effect
at such time; provided, however, that with respect to any Letter of Credit that,
by its terms or the terms of any Letter of Credit document related thereto,
provides for one or more automatic increases in the stated amount thereof, the
amount of such Letter of Credit shall be deemed to be the maximum stated amount
of such Letter of Credit after giving effect to all such increases, whether or
not such maximum stated amount is in effect at such time.

                                       24
<PAGE>

                                   ARTICLE II

                                   THE CREDITS

      SECTION 2.1. COMMITMENTS. Subject to the terms and conditions set forth
herein, each Lender agrees to make Revolving Loans to the Borrowers from time to
time during the Availability Period in an aggregate principal amount that will
not result in (a) such Lender's Revolving Credit Exposure exceeding such
Lender's Commitment or (b) the sum of the total Revolving Credit Exposures plus
the aggregate principal amount of outstanding Competitive Loans exceeding the
total Commitments at such time. Within the foregoing limits and subject to the
terms and conditions set forth herein, the Borrowers may borrow, repay and
reborrow Revolving Loans. No Loans may be borrowed or reborrowed after the end
of the Availability Period.

      SECTION 2.2. LOANS AND BORROWINGS.

            (a) Each Revolving Loan shall be made as part of a Borrowing
      consisting of Revolving Loans made by the Lenders ratably in accordance
      with their respective Commitments. Each Competitive Loan shall be made in
      accordance with the procedures set forth in Section 2.4. The failure of
      any Lender to make any Loan required to be made by it shall not relieve
      any other Lender of its obligations hereunder; provided that the
      Commitments and Competitive Bids of the Lenders are several and no Lender
      shall be responsible for any other Lender's failure to make Loans as
      required.

            (b) Subject to Section 2.14, (i) each Revolving Borrowing shall be
      comprised entirely of ABR Loans or Eurodollar Revolving Loans as the
      Company on behalf of a Borrower may request in accordance herewith, and
      (ii) each Competitive Borrowing shall be comprised entirely of Eurodollar
      Competitive Loans. Each Lender at its option may make any Eurodollar Loan
      by causing any domestic or foreign branch or Affiliate of such Lender to
      make such Loan; provided that any exercise of such option shall not affect
      the obligation of a Borrower to repay such Loan in accordance with the
      terms of this Agreement.

            (c) At the commencement of each Interest Period for any Eurodollar
      Revolving Borrowing, such Borrowing shall be in an aggregate amount that
      is an integral multiple of $500,000 and not less than $1,000,000. At the
      time that each ABR Revolving Borrowing is made, such Borrowing shall be in
      an aggregate amount that is an integral multiple of $500,000 and not less
      than $1,000,000; provided that an ABR Revolving Borrowing may be in an
      aggregate amount that is equal to the entire unused balance of the total
      Commitments or that is required to finance the reimbursement of an LC
      Disbursement as contemplated by Section 2.6(e). Each Competitive Borrowing
      shall be in an aggregate amount that is an integral multiple of $1,000,000
      and not less than $5,000,000. Borrowings of more than one Type and Class
      may be outstanding at the same time; provided that there shall not at any
      time be more than a total of eight Eurodollar Revolving Borrowings
      outstanding.

            (d) Notwithstanding any other provision of this Agreement, the
      Company, on behalf of a Borrower, shall not be entitled to request, or to
      elect to convert to or continue, any Eurodollar Borrowing if the Interest
      Period requested with respect thereto would end after the Maturity Date,
      or if prohibited by Section 2.8(e).

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<PAGE>

      SECTION 2.3. REQUESTS FOR REVOLVING BORROWINGS. To request a Revolving
Borrowing, the Company on behalf of a Borrower shall notify the Administrative
Agent of such request by telephone (a) in the case of a Eurodollar Revolving
Borrowing, not later than 11:00 a.m., New York City time, three Business Days
before the date of the proposed Borrowing or (b) in the case of an ABR
Borrowing, not later than 11:00 a.m., New York City time, one Business Day
before the date of the proposed Borrowing; provided that any such notice of an
ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as
contemplated by Section 2.6(e) may be given not later than 10:00 a.m., New York
City time, on the date of the proposed Borrowing. Each such telephonic Borrowing
Request shall be irrevocable and shall be confirmed promptly by hand delivery or
telecopy to the Administrative Agent of a written Borrowing Request
substantially in the form set forth in EXHIBIT 2.3 and signed by the Company on
behalf of the applicable Borrower. Each such telephonic and written Borrowing
Request shall specify the following information in compliance with Section 2.2
and shall constitute a representation that the conditions in Section 4.1 and
Section 4.2 have been satisfied on such date and will be satisfied on the date
of such Borrowing:

            (i) the Borrower on behalf of which the Revolving Borrowing is being
      requested;

            (ii) the aggregate amount of the requested Borrowing;

            (iii) the date of such Borrowing, which shall be a Business Day;

            (iv) whether such Borrowing is to be an ABR Borrowing or a
      Eurodollar Revolving Borrowing;

            (v) in the case of a Eurodollar Revolving Borrowing, the initial
      Interest Period to be applicable thereto, which shall be a period
      contemplated by the definition of the term "Interest Period"; and

            (vi) the location and number of the applicable Borrower's account to
      which funds are to be disbursed, which shall comply with the requirements
      of Section 2.7.

      If no election as to the Type of Revolving Borrowing is specified, then
the requested Revolving Borrowing shall be an ABR Borrowing. If no Interest
Period is specified with respect to any requested Eurodollar Revolving
Borrowing, then the Company shall be deemed to have selected an Interest Period
of one month's duration. Promptly following receipt of a Borrowing Request in
accordance with this Section, the Administrative Agent shall advise each Lender
of the details thereof and of the amount of such Lender's Revolving Loan to be
made as part of the requested Borrowing.

      SECTION 2.4. COMPETITIVE BID PROCEDURE.

            (a) Subject to the terms and conditions set forth herein, from time
      to time during the Availability Period the Company on behalf of a Borrower
      may request Competitive Bids and may (but shall not have any obligation
      to) accept Competitive Bids and borrow Competitive Loans; provided that
      (i) Moody's or S&P has established an Investment Grade Credit Rating which
      is in effect, (ii) upon giving effect to the borrowing of such Competitive
      Loans, the sum of the total Revolving Credit Exposures plus the aggregate
      principal amount of outstanding Competitive Loans at any time would not
      exceed the total Commitments at such time and (iii) upon giving effect to
      the borrowing of such Competitive Loans, the sum of the total principal
      amount of the outstanding Competitive Loans does not exceed 50% of the
      total Commitments. To request Competitive Bids, the Company shall notify
      the Administrative Agent of such request by telephone, not later than
      11:00 a.m., New York City time, four Business Days before the date of

                                       26
<PAGE>
the proposed Borrowing; provided that a Competitive Bid Request shall not be
made within five (5) Business Days after the date of any previous Competitive
Bid Request. Each such telephonic Competitive Bid Request shall be confirmed
promptly by hand delivery or telecopy to the Administrative Agent of a written
Competitive Bid Request in a form approved by the Administrative Agent and
signed by the Company. Each such telephonic and written Competitive Bid Request
shall specify the following information in compliance with Section 2.2 and shall
constitute a representation that the conditions in Section 4.1 and Section 4.2
have been satisfied on such date and will be satisfied on the date of such
Borrowing:

            (i) the Borrower on behalf of which the Borrowing is being
      requested;

            (ii) the aggregate amount of the requested Borrowing, which shall be
      not less than $5,000,000 or, if larger, an integral multiple of
      $1,000,000;

            (iii) the date of such Borrowing, which shall be a Business Day;

            (iv) the Interest Period to be applicable to such Borrowing, which
      shall be a period contemplated by the definition of the term "Interest
      Period"; and

            (v) the location and number of the Company's account to which funds
      are to be disbursed, which shall comply with the requirements of Section
      2.7.

      Promptly following receipt of a Competitive Bid Request in accordance with
this Section, the Administrative Agent shall notify the Lenders of the details
thereof by telecopy, inviting the Lenders to submit Competitive Bids.

      (b) Each Lender may (but shall not have any obligation to) make one or
more Competitive Bids in response to a Competitive Bid Request. Each Competitive
Bid by a Lender must be in a form approved by the Administrative Agent and must
be received by the Administrative Agent by telecopy, not later than 9:30 a.m.,
New York City time, three Business Days before the proposed date of such
Competitive Borrowing. Competitive Bids that do not conform substantially in the
form approved by the Administrative Agent may be rejected by the Administrative
Agent, and the Administrative Agent shall notify the applicable Lender as
promptly as practicable. Competitive Loans to be funded pursuant to a
Competitive Bid may, as provided in Section 9.4(h), be funded by a Lender's
Designated Bank. A Lender making a Competitive Bid may, but shall not be
required to, specify in its Competitive Bid whether the related Competitive
Loans are intended to be funded by such Lender's Designated Bank, as provided in
Section 9.4(h). Each Competitive Bid shall specify (i) the identity of the
Lender and the contact person at such Lender for such Competitive Bid, (ii) the
principal amount (which shall be a minimum of $5,000,000 and an integral
multiple of $1,000,000 and which may equal the entire principal amount of the
requested Competitive Borrowing of the Competitive Loan or Loans that the
applicable Lender is willing to make, (iii) the Competitive Bid Rate or Rates at
which such Lender is prepared to make such Loan or Loans (expressed as a
percentage rate per annum in the form of a decimal to no more than four decimal
places) and (iv) the Interest Period applicable to each such Loan and the last
day thereof.

      (c) The Administrative Agent shall promptly notify the Company by telecopy
of the Competitive Bid Rate and the principal amount specified in each
Competitive Bid and the identity of the Lender that shall have made such
Competitive Bid.

                                       27
<PAGE>

            (d) Subject only to the provisions of this paragraph, the Company
      may accept or reject any Competitive Bid. The Company on behalf of the
      applicable Borrower shall notify the Administrative Agent by telephone,
      confirmed by telecopy in a form approved by the Administrative Agent,
      whether and to what extent it has decided to accept or reject each
      Competitive Bid, not later than 10:30 a.m., New York City time, three
      Business Days before the date of the proposed Competitive Borrowing;
      provided that (i) the failure of the Company to give such notice shall be
      deemed to be a rejection of each Competitive Bid, (ii) the Company shall
      not accept a Competitive Bid made at a particular Competitive Bid Rate if
      the Company rejects a Competitive Bid made at a lower Competitive Bid
      Rate, (iii) the aggregate amount of the Competitive Bids accepted by the
      Company shall not exceed the aggregate amount of the requested Competitive
      Borrowing specified in the related Competitive Bid Request, (iv) to the
      extent necessary to comply with clause (iii) above, the Company may accept
      Competitive Bids at the same Competitive Bid Rate in part, which
      acceptance, in the case of multiple Competitive Bids at such Competitive
      Bid Rate, shall be made pro rata in accordance with the amount of each
      such Competitive Bid, and (v) except pursuant to clause (iv) above, no
      Competitive Bid shall be accepted for a Competitive Loan unless such
      Competitive Loan is in a minimum principal amount of $5,000,000 and an
      integral multiple of $1,000,000; provided further that if a Competitive
      Loan must be in an amount less than $5,000,000 because of the provisions
      of clause (iv) above, such Competitive Loan may be for a minimum of
      $1,000,000 or any integral multiple thereof, and in calculating the pro
      rata allocation of acceptances of portions of multiple Competitive Bids at
      a particular Competitive Bid Rate pursuant to clause (iv) above the
      amounts shall be rounded to integral multiples of $1,000,000 in a manner
      determined by the Company. A notice given by the Company pursuant to this
      paragraph shall be irrevocable.

            (e) The Administrative Agent shall promptly notify each bidding
      Lender by telecopy whether or not its Competitive Bid has been accepted
      (and, if so, the amount and Competitive Bid Rate so accepted), and each
      successful bidder will thereupon become bound, subject to the terms and
      conditions hereof, to make the Competitive Loan in respect of which its
      Competitive Bid has been accepted. A Lender who is notified that it has
      been selected to make a Competitive Loan may designate its Designated Bank
      (if any) to fund such Competitive Loan on its behalf, as described in
      Section 9.4(h). Any Designated Bank which funds a Competitive Loan shall
      on and after the time of such funding become the obligee in respect of
      such Competitive Loan and be entitled to receive payment thereof when due.

            (f) If the entity which is the Administrative Agent shall elect to
      submit a Competitive Bid in its capacity as a Lender, it shall submit such
      Competitive Bid directly to the Company at least one quarter of an hour
      earlier than the time by which the other Lenders are required to submit
      their Competitive Bids to the Administrative Agent pursuant to paragraph
      (b) of this Section.

      SECTION 2.5. EXTENSION OF MATURITY DATE.

            So long as no Default has occurred and is continuing, the Company
      may elect, at least 30 days but no more than 90 days prior to the Maturity
      Date, to extend the Maturity Date for one (1) year by providing written
      notice of such election to the Administrative Agent (which shall promptly
      notify each of the Lenders). If (i) on the date of such notice and the
      effective date of such extension, no Default exists and is continuing,
      (ii) the Company pays to the Administrative Agent, for the pro rata
      benefit of the Lenders based on their Applicable Percentages, an extension
      fee equal to .125% of the then total Commitments, and (iii) the Company
      has given written notice to the Administrative Agent of such election to
      extend the Maturity Date within the time frame set forth in this Section
      2.5, the Maturity Date shall be extended to June 29, 2012. The

                                       28
<PAGE>

effectiveness of any extension of the Maturity Date shall be deemed a
representation and warranty by the Company that no Default exists and is
continuing.

      SECTION 2.6. LETTERS OF CREDIT.

            (a) General. Subject to the terms and conditions set forth herein,
the Company on behalf of a Borrower may request the issuance of Letters of
Credit for its own account, in a form reasonably acceptable to the
Administrative Agent and the applicable Issuing Bank, at any time and from time
to time during the period commencing on the Closing Date and ending on the date
that is seven days prior to the Maturity Date, provided that the amount of each
Letter of Credit so requested shall be not less than $300,000. In the event of
any inconsistency between the terms and conditions of this Agreement and the
terms and conditions of any form of letter of credit application or other
agreement submitted by the Company on behalf of a Borrower to, or entered into
by the Company on behalf of a Borrower with, the applicable Issuing Bank
relating to any Letter of Credit, the terms and conditions of this Agreement
shall control.

            Notwithstanding the above, an Issuing Bank shall not be under any
obligation to issue any Letter of Credit if (i) any order, judgment or decree of
any Governmental Authority or arbitrator shall by its terms purport to enjoin or
restrain such Issuing Bank from issuing such Letter of Credit, or any law or
regulation applicable to such Issuing Bank or any request or directive (whether
or not having the force of law) from any Governmental Authority with
jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing
Bank refrain from, the issuance of letters of credit generally or such Letter of
Credit in particular or shall impose upon such Issuing Bank with respect to such
Letter of Credit any restriction, reserve or capital requirement (for which such
Issuing Bank is not otherwise compensated hereunder) not in effect on the
Closing Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost
or expense which was not applicable on the Closing Date and which such Issuing
Bank in good faith deems material to it; or (ii) the issuance of such Letter of
Credit would violate one or more policies of such Issuing Bank applicable to
letters of credit generally.

            (b) Notice of Issuance, Amendment, Extension; Certain Conditions. To
request the issuance of a Letter of Credit (or the amendment or extension of an
outstanding Letter of Credit), the Company shall hand deliver or telecopy (or
transmit by electronic communication, if arrangements for doing so have been
approved by the applicable Issuing Bank) to the applicable Issuing Bank and the
Administrative Agent (at least four Business Days in advance of the requested
date of issuance, amendment or extension) a notice requesting the issuance of a
Letter of Credit, or identifying the Letter of Credit to be amended or extended,
the date of issuance, amendment or extension, the date on which such Letter of
Credit is to expire (which shall comply with paragraph (c) of this Section), the
amount of such Letter of Credit, the name and address of the beneficiary thereof
and such other information as shall be necessary to prepare, amend or extend
such Letter of Credit. The Administrative Agent shall provide copies of such
notice to each Lender promptly after receipt thereof. If requested by the
applicable Issuing Bank, the Company also shall, on behalf of the applicable
Borrower, submit a letter of credit application on such Issuing Bank's standard
form in connection with any request for a Letter of Credit. A Letter of Credit
shall be issued, amended or extended only if (and upon issuance, amendment,
renewal or extension of each Letter of Credit the Company shall be deemed to
represent and warrant that), after giving effect to such issuance, amendment or
extension (i) the LC Exposure shall not exceed $25,000,000 (the "LC Sublimit")
and (ii) the sum of the total Revolving Credit Exposures plus the aggregate
principal amount of outstanding Competitive Loans shall not exceed the total
Commitments at such time.

                                       29
<PAGE>

            (c) Expiration Date. Each Letter of Credit shall expire at or prior
      to the close of business on the earlier of (i) the date one year after the
      date of the issuance of such Letter of Credit (or, in the case of any
      extension thereof, one year after such extension) and (ii) the date that
      is seven days prior to the Maturity Date.

            (d) Participations. By the issuance of a Letter of Credit (or an
      amendment to a Letter of Credit increasing the amount thereof) and without
      any further action on the part of the applicable Issuing Bank or the
      Lenders, such Issuing Bank hereby grants to each Lender, and each Lender
      hereby acquires from such Issuing Bank, a participation in such Letter of
      Credit equal to such Lender's Applicable Percentage of the aggregate
      amount available to be drawn under such Letter of Credit. In consideration
      and in furtherance of the foregoing, each Lender hereby absolutely and
      unconditionally agrees to pay to the Administrative Agent, for the account
      of such Issuing Bank, such Lender's Applicable Percentage of each LC
      Disbursement made by such Issuing Bank and not reimbursed by the
      applicable Borrower on the date due as provided in paragraph (e) of this
      Section 2.6, or of any reimbursement payment required to be refunded to
      the applicable Borrower for any reason. Each Lender acknowledges and
      agrees that its obligation to acquire participations pursuant to this
      paragraph in respect of Letters of Credit (subject to Section 2.6(c)) is
      absolute and unconditional and shall not be affected by any circumstance
      whatsoever, including any amendment or extension of any Letter of Credit
      or the occurrence and continuance of a Default or reduction or termination
      of the Commitments, and that each such payment shall be made without any
      offset, abatement, withholding or reduction whatsoever. Notwithstanding
      anything to the contrary set forth herein, the aggregate amount to be paid
      by any Lender with respect to any drawing under a Letter of Credit
      (whether as a payment pursuant to this Section 2.6(d) or a Loan pursuant
      to Section 2.3) shall not exceed its Applicable Percentage of such
      drawing.

            (e) Reimbursement. If an Issuing Bank shall make any LC Disbursement
      in respect of a Letter of Credit, the applicable Borrower shall reimburse
      such LC Disbursement by paying to the Administrative Agent an amount equal
      to such LC Disbursement not later than 1:00 p.m., New York City time, on
      the date that such LC Disbursement is made, if the Company, on behalf of
      the applicable Borrower, shall have received notice of such LC
      Disbursement prior to 11:00 a.m., New York City time, on such date, or, if
      such notice has not been received by the Company, on behalf of the
      applicable Borrower, prior to such time on such date, then not later than
      1:00 p.m., New York City time, on (i) the Business Day that the Company
      receives such notice, if such notice is received prior to 10:00 a.m., New
      York City time, on the day of receipt, or (ii) the Business Day
      immediately following the day that the Company, on behalf of the
      applicable Borrower, receives such notice, if such notice is not received
      prior to such time on the day of receipt; provided that the Company, on
      behalf of such Borrower, may, subject to the conditions to borrowing set
      forth herein, request in accordance with Section 2.3 that such payment be
      financed with an ABR Revolving Borrowing in an equivalent amount and, to
      the extent so financed, such Borrower's obligation to make such payment
      shall be discharged and replaced by the resulting ABR Revolving Borrowing.
      If such Borrower fails to (or is not permitted to) finance such payment
      with an ABR Revolving Borrowing and fails to make such payment when due,
      the Administrative Agent shall notify each Lender of the applicable LC
      Disbursement, the payment then due from such Borrower in respect thereof
      and such Lender's Applicable Percentage thereof. Promptly following
      receipt of such notice, each Lender shall pay to the Administrative Agent
      its Applicable Percentage of the payment then due from such Borrower, in
      the same manner as provided in Section 2.7 with respect to Loans made by
      such Lender (and Section 2.7 shall apply, mutatis mutandis, to the payment
      obligations of the Lenders), and the Administrative Agent shall promptly
      pay to the applicable Issuing Bank the

                                       30
<PAGE>

      amounts so received by it from the Lenders. Promptly following receipt by
      the Administrative Agent of any payment from such Borrower pursuant to
      this paragraph, the Administrative Agent shall distribute such payment to
      the applicable Issuing Bank or, to the extent that Lenders have made
      payments pursuant to this paragraph to reimburse the applicable Issuing
      Bank, then to such Lenders and such Issuing Bank as their interests may
      appear. Any payment made by a Lender pursuant to this paragraph to
      reimburse an Issuing Bank for any LC Disbursement (other than the funding
      of ABR Revolving Loans as contemplated above) shall not constitute a Loan
      and shall not relieve the Company of its obligation to reimburse such LC
      Disbursement. Notwithstanding anything herein to the contrary, in respect
      of any LC Disbursement, no Lender shall be required to fund, whether as a
      Revolving Loan pursuant to this Section 2.6(e) and/or as a participation
      pursuant to Section 2.6(d), more than such Lender's Applicable Percentage
      of such LC Disbursement.

            (f) Obligations Absolute. Each Borrower's obligation to reimburse LC
      Disbursements as provided in paragraph (e) of this Section 2.6 shall be
      absolute, unconditional and irrevocable, and shall be performed strictly
      in accordance with the terms of this Agreement under any and all
      circumstances whatsoever and irrespective of (i) any lack of validity or
      enforceability of any Letter of Credit or this Agreement, or any term or
      provision therein, (ii) any draft or other document presented under a
      Letter of Credit proving to be forged, fraudulent or invalid in any
      respect or any statement therein being untrue or inaccurate in any
      respect, (iii) payment by an Issuing Bank under a Letter of Credit against
      presentation of a draft or other document that does not comply with the
      terms of such Letter of Credit, or (iv) any other event or circumstance
      whatsoever, whether or not similar to any of the foregoing, that might,
      but for the provisions of this Section 2.6, constitute a legal or
      equitable discharge of, or provide a right of setoff against, such
      Borrower's obligations hereunder. Neither the Administrative Agent, the
      Lenders nor any Issuing Bank, nor any of their Related Parties, shall have
      any liability or responsibility by reason of or in connection with the
      issuance or transfer of any Letter of Credit or any payment or failure to
      make any payment thereunder (irrespective of any of the circumstances
      referred to in the preceding sentence), or any error, omission,
      interruption, loss or delay in transmission or delivery of any draft,
      notice or other communication under or relating to any Letter of Credit
      (including any document required to make a drawing thereunder), any error
      in interpretation of technical terms or any consequence arising from
      causes beyond the control of an Issuing Bank; provided that the foregoing
      (and the agreement of the Borrowers in the first sentence of this Section
      2.6(f)) shall not be construed to excuse an Issuing Bank from liability to
      a Borrower to the extent of any direct damages (as opposed to
      consequential damages, claims in respect of which are hereby waived by
      such Borrower to the extent permitted by applicable law) suffered by such
      Borrower that are caused by an Issuing Bank's failure to exercise care
      when determining whether drafts and other documents presented under a
      Letter of Credit comply with the terms thereof. The parties hereto
      expressly agree that, in the absence of gross negligence or willful
      misconduct on the part of an Issuing Bank (as finally determined by a
      court of competent jurisdiction), such Issuing Bank shall be deemed to
      have exercised care in each such determination. In furtherance of the
      foregoing and without limiting the generality thereof, the parties agree
      that, with respect to documents presented which appear on their face to be
      in substantial compliance with the terms of a Letter of Credit, an Issuing
      Bank may, in its sole discretion, either accept and make payment upon such
      documents without responsibility for further investigation, regardless of
      any notice or information to the contrary, or refuse to accept and make
      payment upon such documents if such documents are not in strict compliance
      with the terms of such Letter of Credit.

            (g) Disbursement Procedures. An Issuing Bank shall, promptly
      following its receipt thereof, examine all documents purporting to
      represent a demand for payment under a Letter of

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<PAGE>

      Credit. An Issuing Bank shall promptly notify the Administrative Agent and
      the Company, on behalf of the applicable Borrower, by telephone (confirmed
      by telecopy) of such demand for payment and whether such Issuing Bank has
      made or will make an LC Disbursement thereunder; provided that any failure
      to give or delay in giving such notice shall not relieve the applicable
      Borrower of its obligation to reimburse such Issuing Bank and the Lenders
      with respect to any such LC Disbursement nor shall such Issuing Bank have
      any liability whatsoever to such Borrower or the Lenders for any failure
      to give any such notice.

            (h) Interim Interest. If an Issuing Bank shall make any LC
      Disbursement, then, unless the applicable Borrower shall reimburse such LC
      Disbursement in full on the date such LC Disbursement is made, the unpaid
      amount thereof shall bear interest, for each day from and including the
      date such LC Disbursement is made to but excluding the date that such
      Borrower reimburses such LC Disbursement, at the rate per annum then
      applicable to ABR Revolving Loans; provided that, if such Borrower fails
      to reimburse such LC Disbursement when due pursuant to paragraph (e) of
      this Section 2.6, then Section 2.13(c) shall apply. Interest accrued
      pursuant to this paragraph shall be for the account of the applicable
      Issuing Bank, except that interest accrued on and after the date of
      payment by any Lender pursuant to paragraphs (d) or (e) of this Section to
      reimburse an Issuing Bank shall be for the account of such Lender to the
      extent of such payment.

            (i) Replacement of an Issuing Bank. An Issuing Bank may be replaced
      at any time by written agreement among the Company, the Administrative
      Agent, the replaced Issuing Bank and the successor Issuing Bank. The
      Administrative Agent shall notify the Lenders of any such replacement of
      an Issuing Bank. At the time any such replacement shall become effective,
      the Borrowers shall pay all unpaid fees accrued for the account of the
      replaced Issuing Bank pursuant to Section 2.12(b). From and after the
      effective date of any such replacement, (i) the successor Issuing Bank
      shall have all the rights and obligations of an Issuing Bank under this
      Agreement with respect to Letters of Credit to be issued thereafter and
      (ii) references herein to the term "Issuing Bank" shall be deemed to refer
      to such successor or to any previous Issuing Bank, or to such successor
      and all previous Issuing Banks, as the context shall require. After the
      replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall
      remain a party hereto and shall continue to have all the rights and
      obligations of an Issuing Bank under this Agreement with respect to
      Letters of Credit issued by it prior to such replacement, but shall not be
      required to issue additional Letters of Credit.

            (j) Cash Collateralization. If any Event of Default shall occur and
      be continuing, on the Business Day that the Company, on behalf of the
      Borrowers, receives notice from the Administrative Agent or the Required
      Lenders (or, if the maturity of the Loans has been accelerated, Lenders
      with LC Exposure representing at least 51% of the total LC Exposure)
      demanding the deposit of cash collateral pursuant to this paragraph, the
      Borrowers shall deposit in an account with the Administrative Agent, in
      the name of the Administrative Agent and for the benefit of the Lenders,
      an amount in cash equal to the LC Exposure as of such date plus any
      accrued and unpaid interest thereon; provided that the obligation to
      deposit such cash collateral shall become effective immediately, and such
      deposit shall become immediately due and payable, without demand or other
      notice of any kind, upon the occurrence of any Event of Default described
      in clause (h) or (i) of Section 7.1. Such deposit shall be held by the
      Administrative Agent as collateral for the payment and performance of the
      obligations of the Borrowers under this Agreement. The Administrative
      Agent shall have exclusive dominion and control, including the exclusive
      right of withdrawal, over such account, and the Borrower shall take such
      action, as may be reasonably requested by the Administrative Agent, to
      ensure that the Administrative Agent has a perfected security interest in
      such account. Other than any interest earned on the

                                       32
<PAGE>

      investment of such deposits, which investments shall be made at the option
      and sole discretion of the Administrative Agent and at the Borrowers' risk
      and expense, such deposits shall not bear interest. Interest or profits,
      if any, on such investments shall accumulate in such account. Moneys in
      such account shall be applied by the Administrative Agent to reimburse the
      Issuing Banks, pro rata, for LC Disbursements for which they have not been
      reimbursed and, to the extent not so applied, shall be held for the
      satisfaction of the reimbursement obligations of the Borrowers for the LC
      Exposure at such time or, if the maturity of the Loans has been
      accelerated (but subject to the consent of the Lenders with LC Exposure
      representing at least 51% of the total LC Exposure), be applied to satisfy
      other obligations of the Borrowers under this Agreement. If a Borrower is
      required to provide an amount of cash collateral hereunder as a result of
      the occurrence of an Event of Default, such amount (to the extent not
      applied as aforesaid) shall be returned to such Borrower within three
      Business Days after all Events of Default have been cured or waived.

            SECTION 2.7. FUNDING OF REVOLVING BORROWINGS.

            (a) Each Lender shall make each Revolving Loan to be made by it
      hereunder on the proposed date thereof by wire transfer of immediately
      available funds by 12:00 noon, New York City time, to the account of the
      Administrative Agent most recently designated by it for such purpose by
      notice to the Lenders. The Administrative Agent will make such Revolving
      Loans available to the applicable Borrower by promptly crediting the
      amounts so received, in like funds, to an account of such Borrower
      maintained with the Administrative Agent in New York City and designated
      in the applicable Borrowing Request or Competitive Bid Request; provided
      that ABR Revolving Loans made to finance the reimbursement of an LC
      Disbursement as provided in Section 2.6(e) shall be remitted by the
      Administrative Agent to the applicable Issuing Bank.

            (b) Unless the Administrative Agent shall have received written
      notice from a Lender prior to the proposed date of any Revolving Borrowing
      that such Lender will not make available to the Administrative Agent such
      Lender's share of such Borrowing, the Administrative Agent may assume that
      such Lender has made such share available on such date in accordance with
      paragraph (a) of this Section and may, in reliance upon such assumption,
      make available to the applicable Borrower a corresponding amount. In such
      event, if a Lender has not in fact made its share of the applicable
      Borrowing available to the Administrative Agent, then the applicable
      Lender and the applicable Borrower severally agree to pay to the
      Administrative Agent forthwith on demand such corresponding amount with
      interest thereon, for each day from and including the date such amount is
      made available to such Borrower to but excluding the date of payment to
      the Administrative Agent, at (i) in the case of such Lender, the greater
      of the Federal Funds Effective Rate and a rate determined by the
      Administrative Agent in accordance with banking industry rules on
      interbank compensation or (ii) in the case of such Borrower, the interest
      rate applicable to ABR Loans. If such Lender pays such amount to the
      Administrative Agent, then such amount shall constitute such Lender's
      Revolving Loan included in such Borrowing as of the date of such
      Borrowing. If any interest is paid by such Borrower as described above for
      any period with respect to any amount funded by the Administrative Agent
      pursuant to this paragraph, such Borrower shall not be required to pay
      interest on such amount pursuant to Section 2.13 in respect of such
      period.

            SECTION 2.8. INTEREST ELECTIONS.

            (a) Each Revolving Borrowing initially shall be of the Type
      specified in the applicable Borrowing Request and, in the case of a
      Eurodollar Revolving Borrowing, shall have

                                       33
<PAGE>

      an initial Interest Period as specified in such Borrowing Request.
      Thereafter, the Company, on behalf of a Borrower, may elect to convert
      such Revolving Borrowing to a different Type or to continue such Borrowing
      and, in the case of a Eurodollar Revolving Borrowing, may elect Interest
      Periods therefor, all as provided in this Section. The Company, on behalf
      of a Borrower, may elect different options with respect to different
      portions of the affected Revolving Borrowing, in which case each such
      portion shall be allocated ratably among the Lenders holding the Loans
      comprising such Borrowing, and the Loans comprising each such portion
      shall be considered a separate Borrowing. This Section shall not apply to
      Competitive Borrowings, which may not be converted or continued.

            (b) To make an election pursuant to this Section, the Company, on
      behalf of the applicable Borrower, shall notify the Administrative Agent
      of such election by telephone by the time that a Borrowing Request would
      be required under Section 2.3 if a request of were being made of a
      Revolving Borrowing of the Type resulting from such election to be made on
      the effective date of such election. Each such telephonic Interest
      Election Request shall be irrevocable and shall be confirmed promptly by
      hand delivery or telecopy to the Administrative Agent of a written
      Interest Election Request in a form approved by the Administrative Agent
      and signed by the Company on behalf of the applicable Borrower.

            (c) Each telephonic and written Interest Election Request shall
      specify the following information in compliance with Section 2.2:

                  (i) the Borrowing to which such Interest Election Request
            applies and, if different options are being elected with respect to
            different portions thereof, the portions thereof to be allocated to
            each resulting Borrowing (in which case the information to be
            specified pursuant to clauses (iii) and (iv) below shall be
            specified for each resulting Borrowing);

                  (ii) the effective date of the election made pursuant to such
            Interest Election Request, which shall be a Business Day;

                  (iii) whether the resulting Borrowing is to be an ABR
            Borrowing or a Eurodollar Revolving Borrowing; and

                  (iv) if the resulting Borrowing is a Eurodollar Revolving
            Borrowing, the Interest Period to be applicable thereto after giving
            effect to such election, which shall be a period contemplated by the
            definition of the term "Interest Period".

                  If any such Interest Election Request requests a Eurodollar
            Revolving Borrowing but does not specify an Interest Period, then
            the Company shall be deemed to have selected an Interest Period of
            one month's duration.

            (d) Promptly following receipt of an Interest Election Request, the
      Administrative Agent shall advise each Lender of the details thereof and
      of such Lender's portion of each resulting Borrowing.

            (e) If the Company fails to deliver a timely Interest Election
      Request with respect to a Eurodollar Revolving Borrowing prior to the end
      of the Interest Period applicable thereto, then, unless such Borrowing is
      repaid as provided herein, at the end of such Interest Period such
      Borrowing shall be converted to an ABR Borrowing. Notwithstanding any
      contrary provision hereof, if an Event of Default has occurred and is
      continuing and the Administrative Agent, at the

                                       34
<PAGE>

      request of the Required Lenders, so notifies the Company, then, so long as
      an Event of Default is continuing (i) no outstanding Revolving Borrowing
      may be converted to or continued as a Eurodollar Borrowing and (ii) unless
      repaid, each Eurodollar Revolving Borrowing shall be converted to an ABR
      Borrowing at the end of the Interest Period applicable thereto.

            SECTION 2.9. TERMINATION AND REDUCTION OF COMMITMENTS.

            (a) Unless previously terminated, the Commitments shall terminate on
      the Maturity Date.

            (b) The Company may at any time terminate, or from time to time
      reduce, the Commitments; provided that (i) each reduction of the
      Commitments shall be in an amount that is an integral multiple of $500,000
      and not less than $5,000,000, (ii) the Company shall not terminate or
      reduce the Commitments if, after giving effect to any concurrent
      prepayment of the Loans in accordance with Section 2.11, the sum of the
      Revolving Credit Exposures plus the aggregate principal amount of
      outstanding Competitive Loans would exceed the total Commitments, (iii)
      the Company shall not reduce the total Commitments to an amount less than
      $50,000,000 unless the Commitments are terminated and (iv) if, after
      giving effect to any reduction of the Commitments, the LC Sublimit or the
      Swing Line Sublimit exceeds the amount of the Commitments, such Sublimit
      shall be automatically reduced by the amount of such excess.

            (c) The Company shall notify the Administrative Agent of any
      election to terminate or reduce the Commitments under paragraph (b) of
      this Section at least three Business Days prior to the effective date of
      such termination or reduction, specifying such election and the effective
      date thereof. Promptly following receipt of any such notice, the
      Administrative Agent shall advise the Lenders of the contents thereof.
      Each notice delivered by the Company pursuant to this Section 2.9 shall be
      irrevocable; provided that a notice of termination of the Commitments
      delivered by the Company may state that such notice is conditioned upon
      the effectiveness of other credit facilities, in which case such notice
      may be revoked by the Company (by notice to the Administrative Agent on or
      prior to the specified effective date) if such condition is not satisfied.
      Any termination or reduction of the Commitments shall be permanent. Each
      reduction of the Commitments shall be made ratably among the Lenders in
      accordance with their respective Commitments.

            SECTION 2.10. REPAYMENT OF LOANS; EVIDENCE OF DEBT.

            (a) The applicable Borrower hereby unconditionally promises to pay
      (i) to the Administrative Agent for the account of each Lender the then
      unpaid principal amount of each Revolving Loan not later than the Maturity
      Date, and (ii) to the Administrative Agent for the account of each
      applicable Lender the then unpaid principal amount of each Competitive
      Loan on the last day of the Interest Period applicable to such Loan.

            (b) The applicable Borrower hereby unconditionally promises to repay
      each Swing Line Loan on the earlier to occur of (i) the date ten Business
      Days after such Swing Line Loan is made and (ii) the Maturity Date.

            (c) Each Lender shall maintain in accordance with its usual practice
      an account or accounts evidencing the indebtedness of the Borrowers to
      such Lender resulting from each Loan made by such Lender, including the
      amounts of principal and interest payable and paid to such Lender from
      time to time hereunder.

                                       35
<PAGE>

            (d) The Administrative Agent shall maintain accounts in which it
      shall record (i) the amount of each Loan made hereunder, the Class and
      Type thereof and the Interest Period applicable thereto, (ii) the amount
      of any principal or interest due and payable or to become due and payable
      from any Borrower to each Lender hereunder, (iii) the amount of any sum
      received by the Administrative Agent hereunder for the account of the
      Lenders and each Lender's share thereof and (iv) the purchases and sales
      by such Lender of participations in Letters of Credit and Swing Line
      Loans.

            (e) The entries made in the accounts maintained pursuant to
      paragraph (c) or (d) of this Section shall be prima facie evidence of the
      existence and amounts of the obligations recorded therein, provided that
      the failure of any Lender or the Administrative Agent to maintain such
      accounts or any error therein shall not in any manner affect the
      obligation of the Borrowers to repay the Loans in accordance with the
      terms of this Agreement.

            (f) Any Lender may request that Loans made by it be evidenced by a
      Note. In such event, the Borrowers shall prepare, execute and deliver to
      such Lender a Note payable to the order of such Lender (or, if requested
      by such Lender, to such Lender and its registered assigns). Thereafter,
      the Loans evidenced by such Note and interest thereon shall at all times
      (including after assignment pursuant to Section 9.4) be represented by one
      or more Notes in such form payable to the order of the payee named
      therein.

            SECTION 2.11. PREPAYMENT OF LOANS.

            (a) The Borrowers shall have the right at any time and from time to
      time to prepay any Borrowing in whole or in part, subject to prior notice
      in accordance with paragraph (b) of this Section 2.11; provided that,
      unless otherwise provided in a Competitive Bid, the Borrowers shall not
      have the right to prepay any Competitive Loan without the prior consent of
      the Lender thereof.

            (b) The Company, on behalf of the applicable Borrower, shall notify
      the Administrative Agent by telephone (confirmed by telecopy) of any
      prepayment hereunder (i) in the case of prepayment of a Eurodollar
      Revolving Borrowing, not later than 11:00 a.m., New York City time, three
      Business Days before the date of prepayment and (ii) in the case of
      prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New
      York City time, one Business Day before the date of prepayment. Each such
      notice shall be irrevocable and shall specify the prepayment date and the
      principal amount of each Borrowing or portion thereof to be prepaid;
      provided that, if a notice of prepayment is given in connection with a
      conditional notice of termination of the Commitments as contemplated by
      Section 2.9, then such notice of prepayment may be revoked if such notice
      of termination is revoked in accordance with Section 2.9. Promptly
      following receipt of any such notice relating to a Revolving Borrowing,
      the Administrative Agent shall advise the Lenders of the contents thereof.
      Each partial prepayment of any Revolving Borrowing shall be in an amount
      that would be permitted in the case of an advance of a Revolving Borrowing
      of the same Type as provided in Section 2.2. Each prepayment of a
      Revolving Borrowing shall be applied ratably to the Loans included in the
      prepaid Borrowing. Prepayments shall be accompanied by accrued interest to
      the extent required by Section 2.13.

            (c) The Borrowers shall prepay Loans to the extent required by
      Section 5.2(b).

                                       36
<PAGE>

      SECTION 2.12. FEES.

      (a) During the period from and including the Closing Date to but excluding
the date on which the Commitments terminate, the Borrowers agree to pay to the
Administrative Agent for the account of each Lender (i) in the event that
neither Moody's nor S&P has established a Debt Rating which is in effect, an
unused commitment fee equal to the Unused Commitment Fee Rate on the daily
amount of the Unused Commitment of such Lender (the "Unused Commitment Fee
Amount") or (ii) in the event Moody's or S&P has established a Debt Rating which
is in effect, a facility fee equal to the Facility Fee Rate on the full amount
of the Commitment of such Lender (the "Facility Fee Amount"); provided that, if
such Lender continues to have any Revolving Credit Exposure after its Commitment
terminates, then the Facility Fee Amounts pursuant to clause (ii) above shall
continue to accrue on the daily amount of such Lender's Revolving Credit
Exposure from and including the date on which its Commitment terminates to but
excluding the date on which such Lender ceases to have any Revolving Credit
Exposure. Accrued Unused Commitment Fee Amounts pursuant to clause (i) above and
Facility Fee Amounts pursuant to clause (ii) above shall be payable quarterly in
arrears on the last day of March, June, September and December of each year
commencing on the first such date after the Closing Date, and on the date on
which the Commitments terminate; provided that any fees pursuant to clause (i)
or (ii) accruing after the date on which the Commitments terminate shall be
payable on demand. All fees pursuant to clause (i) or (ii) shall be computed on
the basis of a year of 360 days and shall be payable for the actual number of
days elapsed (including the first day but excluding the last day).

      (b) The Borrowers agree to pay (i) to the Administrative Agent for the
account of each Lender a participation fee (the "Participation Fees") with
respect to its participations in Letters of Credit, which shall accrue at the
same Applicable Rate as interest on Eurodollar Revolving Loans on the average
daily amount of such Lender's LC Exposure (excluding any portion thereof
attributable to unreimbursed LC Disbursements) during the period from and
including the Closing Date to but excluding the later of the date on which such
Lender's Commitment terminates and the date on which such Lender ceases to have
any LC Exposure, and (ii) to the applicable Issuing Bank a fronting fee, which
shall accrue at the rate of 0.125% per annum on the daily amount of the LC
Exposure (excluding any portion thereof attributable to unreimbursed LC
Disbursements) during the period from and including the issuance date through
the date on which there ceases to be any LC Exposure, as well as such Issuing
Bank's standard fees with respect to the issuance, amendment or extension of any
Letter of Credit of processing of drawings thereunder (the "Fronting Fees").
Participation Fees and Fronting fees accrued from and including the issuance
date through the last day of each March, June, September or December, as
applicable, shall be payable on the first Business Day following the last day of
each March, June, September and December; provided that all such fees shall be
payable on the date on which the Commitments terminate and any such fees
accruing after the date on which the Commitments terminate shall be payable on
demand. Any other fees payable to an Issuing Bank pursuant to this paragraph
shall be payable within 10 days after demand. All participation fees and
fronting fees shall be computed on the basis of a year of 360 days and shall be
payable for the actual number of days elapsed (including the first day but
excluding the last day).

      (c) The Company agrees to pay, or cause to be paid, to the Administrative
Agent, for its own account, fees payable in the amounts and at the times
separately agreed upon between the Company and the Administrative Agent.

      (d) All fees payable hereunder shall be paid on the dates due, in
immediately available funds, to the Administrative Agent (or to an Issuing Bank,
in the case of fees payable to

                                       37
<PAGE>

it) for distribution, in the case of fees pursuant to paragraph (a) above and
participation fees, to the Lenders. Fees paid shall not be refundable under any
circumstances.

      SECTION 2.13. INTEREST.

      (a) The Loans comprising each ABR Borrowing and all Swing Line Loans shall
bear interest at the Alternate Base Rate.

      (b) The Loans comprising each Eurodollar Borrowing shall bear interest (i)
in the case of a Eurodollar Revolving Loan, at the Adjusted LIBO Rate for the
Interest Period in effect for such Borrowing plus the Applicable Rate, or (ii)
in the case of a Competitive Loan, at the Adjusted LIBO Rate for the Interest
Period in effect for such Borrowing plus (or minus, as applicable) the Margin
applicable to such Loan.

      (c) Notwithstanding the foregoing, (i) if any principal of or interest on
any Loan or any fee or other amount payable by the Borrowers hereunder is not
paid when due, whether at stated maturity, upon acceleration or otherwise, such
overdue amount shall bear interest, after as well as before judgment, at a rate
per annum equal to (A) in the case of overdue principal of any Loan, 2% plus the
rate otherwise applicable to such Loan as provided in the preceding paragraphs
of this Section or (B) in the case of any other amount, 2% plus the rate
applicable to ABR Loans as provided in paragraph (a) of this Section and (ii)
for so long as an Event of Default has occurred and is continuing, the principal
balance of all Loans and other Obligations shall bear interest at a rate per
annum equal to 2% plus the rate otherwise applicable to such Loans and other
Obligations (which for any amounts other than principal of and interest on Loans
shall be the rate applicable to ABR Loans).

      (d) Accrued interest on each Loan shall be payable in arrears on each
Interest Payment Date for such Loan and, in the case of Revolving Loans, upon
termination of the Commitments; provided that (i) interest accrued pursuant to
paragraph (c) of this Section shall be payable on demand, (ii) in the event of
any repayment or prepayment of any Loan (other than a prepayment of an ABR
Revolving Loan prior to the end of the Availability Period), accrued interest on
the principal amount repaid or prepaid shall be payable on the date of such
repayment or prepayment and (iii) in the event of any conversion of any
Eurodollar Revolving Loan prior to the end of the current Interest Period
therefor, accrued interest on such Loan shall be payable on the effective date
of such conversion.

      (e) All interest hereunder shall be computed on the basis of a year of 360
days, except that interest computed by reference to the Alternate Base Rate at
times when the Alternate Base Rate is based on the Prime Rate shall be computed
on the basis of a year of 365 days (or 366 days in a leap year), and in each
case shall be payable for the actual number of days elapsed (including the first
day but excluding the last day). The applicable Alternate Base Rate, Adjusted
LIBO Rate or LIBO Rate shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error.

      (f) If, as a result of any restatement of or other adjustment to the
financial statements of the Company or for any other reason, the Company or the
Lenders determine that (i) the Leverage Ratio as calculated by the Company as of
any applicable date was inaccurate and (ii) a proper calculation of the Leverage
Ratio would have resulted in higher pricing (whether of Loans or fees hereunder)
for such period, the Borrowers shall immediately and retroactively be obligated
to pay to the Administrative Agent for the account of the Lenders, promptly on
demand by the Administrative Agent (or, after the occurrence of an actual or
deemed entry of an order for

                                       38
<PAGE>

relief with respect to any Borrower or the Company under the Bankruptcy Code of
the United States, automatically and without further action by the
Administrative Agent, any Lender, the Issuing Banks or the Swing Line Lender),
an amount equal to the excess of the amount of interest and fees that should
have been paid for such period over the amount of interest and fees actually
paid for such period. This paragraph shall not limit the rights of the
Administrative Agent, any Lender, the Issuing Banks or the Swing Line Lender, as
the case may be, under any other provisions of this Agreement. The Borrowers'
obligations under this paragraph shall survive the termination of the
Commitments and the repayment of all other Obligations hereunder.

      SECTION 2.14. ALTERNATE RATE OF INTEREST. If prior to the commencement of
any Interest Period for a Eurodollar Borrowing:

      (a) the Administrative Agent determines (which determination shall be
conclusive absent manifest error) that adequate and reasonable means do not
exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable,
for such Interest Period; or

      (b) the Administrative Agent is advised by the Required Lenders (or, in
the case of a Eurodollar Competitive Loan, the Lender that is required to make
such Loan) that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such
Interest Period will not adequately and fairly reflect the cost to such Lenders
(or Lender) of making or maintaining their Loans (or its Loan) included in such
Borrowing for such Interest Period;

      then the Administrative Agent shall give notice thereof to the Company on
behalf of the Borrowers and the Lenders by telephone or telecopy as promptly as
practicable thereafter and, until the Administrative Agent notifies the Company
on behalf of the Borrowers and the Lenders that the circumstances giving rise to
such notice no longer exist, (i) any Interest Election Request that requests the
conversion of any Revolving Borrowing to, or continuation of any Revolving
Borrowing as, a Eurodollar Borrowing shall be ineffective, (ii) if any Borrowing
Request requests a Eurodollar Revolving Borrowing, such Borrowing shall be made
as an ABR Borrowing and (iii) any request by the Company on behalf of a Borrower
for a Eurodollar Competitive Borrowing shall be ineffective; provided that if
the circumstances giving rise to such notice do not affect all the Lenders, then
requests for Eurodollar Competitive Borrowings may be made to Lenders that are
not affected thereby.

      SECTION 2.15. INCREASED COSTS.

      (a) If any Change in Law shall:

            (i) impose, modify or deem applicable any reserve, special deposit
      or similar requirement against assets of, deposits with or for the account
      of, or credit extended by, any Lender (except any such reserve requirement
      reflected in the Adjusted LIBO Rate) or any Issuing Bank; or

            (ii) impose on any Lender or any Issuing Bank or the London
      interbank market any other condition affecting this Agreement or
      Eurodollar Loans made by such Lender or any Letter of Credit or
      participation therein; and the result of any of the foregoing shall be to
      increase the cost to such Lender of making or maintaining any Eurodollar
      Loan (or of maintaining its obligation to make any such Loan) or to
      increase the cost to such Lender or such Issuing Bank of participating in,
      issuing or maintaining any Letter of Credit or to reduce the amount of any
      sum received or receivable by such Lender or such Issuing Bank hereunder
      (whether of principal, interest or otherwise), then

                                       39
<PAGE>
            the applicable Borrowers will pay to such Lender or such Issuing
            Bank, as the case may be, such additional amount or amounts as will
            compensate such Lender or such Issuing Bank, as the case may be, for
            such additional costs incurred or reduction suffered.

            (b) If any Lender or any Issuing Bank determines that any Change in
      Law regarding capital requirements has or would have the effect of
      reducing the rate of return on such Lender's or such Issuing Bank's
      capital or on the capital of such Lender's or such Issuing Bank's holding
      company, if any, as a consequence of this Agreement or the Loans made by,
      or participations in Letters of Credit held by, such Lender, or the
      Letters of Credit issued by such Issuing Bank, to a level below that which
      such Lender or such Issuing Bank or such Lender's or such Issuing Bank's
      holding company could have achieved but for such Change in Law (taking
      into consideration such Lender's or such Issuing Bank's policies and the
      policies of such Lender's or such Issuing Bank's holding company with
      respect to capital adequacy), then from time to time the applicable
      Borrowers will pay to such Lender or such Issuing Bank, as the case may
      be, such additional amount or amounts as will compensate such Lender or
      such Issuing Bank or such Lender's or such Issuing Bank's holding company
      for any such reduction suffered.

            (c) A certificate of a Lender or an Issuing Bank setting forth the
      amount or amounts necessary to compensate such Lender or such Issuing Bank
      or its holding company, as the case may be, as specified in paragraph (a)
      or (b) of this Section shall be delivered to the Company and shall be
      conclusive absent manifest error. The applicable Borrowers shall pay such
      Lender or such Issuing Bank, as the case may be, the amount shown as due
      on any such certificate within 10 days after receipt thereof.

            (d) Failure or delay on the part of any Lender or any Issuing Bank
      to demand compensation pursuant to this Section 2.15 shall not constitute
      a waiver of such Lender's or such Issuing Bank's right to demand such
      compensation; provided that the Borrowers shall not be required to
      compensate a Lender or an Issuing Bank pursuant to this Section for any
      increased costs or reductions incurred more than 270 days prior to the
      date that such Lender or such Issuing Bank, as the case may be, notifies
      the Company on behalf of the Borrowers of the Change in Law giving rise to
      such increased costs or reductions and of such Lender's or such Issuing
      Bank's intention to claim compensation therefor; provided further that, if
      the Change in Law giving rise to such increased costs or reductions is
      retroactive, then the 270-day period referred to above shall be extended
      to include the period of retroactive effect thereof.

            (e) Notwithstanding the foregoing provisions of this Section 2.15, a
      Lender shall not be entitled to compensation pursuant to this Section 2.15
      in respect of any Competitive Loan if the Change in Law that would
      otherwise entitle it to such compensation shall have been publicly
      announced prior to submission of the Competitive Bid pursuant to which
      such Loan was made.

      SECTION 2.16. BREAK FUNDING PAYMENTS. In the event of (a) the payment of
any principal of any Eurodollar Loan other than on the last day of an Interest
Period applicable thereto (including as a result of an Event of Default), (b)
the conversion of any Eurodollar Revolving Loan other than on the last day of
the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Revolving Loan on the date specified in any notice
delivered pursuant hereto (regardless of whether such notice may be revoked
under Section 2.11 (b) and is revoked in accordance therewith), (d) the failure
to borrow any Competitive Loan after accepting the Competitive Bid to make such
Loan, or (e) the assignment of any Eurodollar Loan other than on the last day of
the Interest Period applicable thereto as a result of a request pursuant to
Section 2.19, then, in any such event, the applicable Borrower shall compensate
each Lender for the loss, cost and expense attributable to such event. In the
case of a Eurodollar Loan, such loss, cost or expense to any Lender shall
include an amount determined by such Lender to be the excess, if any, of

                                       40
<PAGE>

(i) the amount of interest which would have accrued on the principal amount of
such Loan had such event not occurred, at the Adjusted LIBO Rate that would have
been applicable to such Loan, for the period from the date of such event to the
last day of the then current Interest Period therefor (or, in the case of a
failure to borrow, convert or continue, for the period that would have been the
Interest Period for such Loan), over (ii) the amount of interest which would
accrue on such principal amount for such period at the interest rate which such
Lender would bid were it to bid, at the commencement of such period, for Dollar
deposits of a comparable amount and period from other banks in the eurodollar
market. A certificate of any Lender setting forth any amount or amounts that
such Lender is entitled to receive pursuant to this Section shall be delivered
to the Administrative Agent and shall be conclusive absent manifest error. Each
Borrower shall pay such Lender the amount shown as due on any such certificate
within 10 days after receipt thereof.

            SECTION 2.17. TAXES

            (a) Any and all payments by or on account of any obligation of the
      Borrowers hereunder shall be made free and clear of and without deduction
      for any Indemnified Taxes or Other Taxes; provided that if the Borrowers
      shall be required to deduct any Indemnified Taxes or Other Taxes from such
      payments, then (i) the sum payable shall be increased as necessary so that
      after making all required deductions (including deductions applicable to
      additional sums payable under this Section) the Administrative Agent, each
      Lender or each Issuing Bank (as the case may be) receives an amount equal
      to the sum it would have received had no such deductions been made, (ii)
      the Borrowers shall make such deductions and (iii) the Borrowers shall pay
      the full amount deducted to the relevant Governmental Authority in
      accordance with applicable law.

            (b) In addition, the Borrowers shall pay any Other Taxes to the
      relevant Governmental Authority in accordance with applicable law.

            (c) The Borrowers shall indemnify the Administrative Agent, each
      Lender and each Issuing Bank, within 10 days after written demand
      therefor, for the full amount of any Indemnified Taxes or Other Taxes paid
      by the Administrative Agent, such Lender or such Issuing Bank, as the case
      may be, on or with respect to any payment by or on account of any
      obligation of the Borrowers hereunder (including Indemnified Taxes or
      Other Taxes imposed or asserted on or attributable to amounts payable
      under this Section 2.17) and any penalties, interest and reasonable
      expenses arising therefrom or with respect thereto, whether or not such
      Indemnified Taxes or Other Taxes were correctly or legally imposed or
      asserted by the relevant Governmental Authority. A certificate as to the
      amount of such payment or liability delivered to the Company on behalf of
      the Borrowers by a Lender or an Issuing Bank, or by the Administrative
      Agent on its own behalf or on behalf of a Lender or an Issuing Bank, shall
      be conclusive absent manifest error.

            (d) As soon as practicable after any payment of Indemnified Taxes or
      Other Taxes by the Borrowers to a Governmental Authority, the Borrowers
      shall deliver to the Administrative Agent the original or a certified copy
      of a receipt issued by such Governmental Authority evidencing such
      payment, a copy of the return reporting such payment or other evidence of
      such payment reasonably satisfactory to the Administrative Agent.

            (e) As a condition to becoming a Lender hereunder, any Foreign
      Lender (including any assignee), that is entitled to an exemption from or
      reduction of withholding tax under the law of the jurisdiction in which
      any Borrower is located, or any treaty to which such jurisdiction is a
      party, with respect to payments under this Agreement shall deliver to the
      Company on behalf of the Borrowers (with a copy to the Administrative
      Agent), at the time or times prescribed by applicable law, such properly
      completed and executed documentation prescribed by applicable

                                       41
<PAGE>

      law or reasonably requested by the Company on behalf of a Borrower as will
      permit such payments to be made without withholding or at a reduced rate.

            SECTION 2.18. PAYMENTS GENERALLY; PRO RATA TREATMENT; SHARING OF
      SET-OFFS.

            (a) The Borrowers shall make each payment required to be made by
      them hereunder (whether of principal, interest, fees or reimbursement of
      LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17,
      or otherwise) prior to 12:00 noon, New York City time, on the date when
      due, in immediately available funds, without defense, set-off or
      counterclaim. Any amounts received after such time on any date may, in the
      discretion of the Administrative Agent, be deemed to have been received on
      the next succeeding Business Day for purposes of calculating interest
      thereon. All such payments shall be made to the Administrative Agent at
      its offices as set forth in Section 9.1 except payments to be made
      directly to the applicable Issuing Bank or the Swing Line Lender as
      expressly provided herein and except that payments pursuant to Sections
      2.15, 2.16, 2.17 and 9.3 shall be made directly to the Persons entitled
      thereto. The Administrative Agent shall distribute any such payments
      received by it for the account of any other Person to the appropriate
      recipient promptly following receipt thereof. If any payment hereunder
      shall be due on a day that is not a Business Day, the date for payment
      shall be extended to the next succeeding Business Day, and, in the case of
      any payment accruing interest, interest thereon shall be payable for the
      period of such extension. All payments hereunder shall be made in Dollars.

            (b) If any Lender shall, by exercising any right of set-off or
      counterclaim or otherwise, except pursuant to Section 2.19, obtain payment
      in respect of any principal of or interest on any of its Revolving Loans
      or participations in LC Disbursements or Swing Line Loans resulting in
      such Lender receiving payment of a greater proportion of the aggregate
      amount of its Revolving Loans and participations in LC Disbursements or
      Swing Line Loans than the proportion received by any other Lender, then
      the Lender receiving such greater proportion shall purchase (for cash at
      face value) participations in the Revolving Loans and participations in LC
      Disbursements and Swing Line Loans of other Lenders to the extent
      necessary so that the benefit of all such payments shall be shared by the
      Lenders ratably in accordance with the aggregate amount of principal of
      and accrued interest on their respective Revolving Loans and
      participations in LC Disbursements and Swing Line Loans; provided that (i)
      if any such participations are purchased and all or any portion of the
      payment giving rise thereto is recovered, such participations shall be
      rescinded and the purchase price restored to the extent of such recovery,
      without interest, and (ii) the provisions of this paragraph shall not be
      construed to apply to any payment made by the Borrowers pursuant to and in
      accordance with the express terms of this Agreement or any payment
      obtained by a Lender as consideration for the assignment of or sale of a
      participation in any of its Loans or participations in LC Disbursements or
      Swing Line Loans to any assignee or participant, other than to the Company
      or any Subsidiary or Affiliate thereof (as to which the provisions of this
      paragraph shall apply). The Loan Parties consent to the foregoing and
      agree, to the extent they may effectively do so under applicable law, that
      any Lender acquiring a participation pursuant to the foregoing
      arrangements may exercise against a Loan Party rights of set-off and
      counterclaim with respect to such participation as fully as if such Lender
      were a direct creditor of such Loan Party in the amount of such
      participation.

            (c) Unless the Administrative Agent shall have received notice from
      the Company on behalf of a Borrower prior to the date on which any payment
      is due to the Administrative Agent for the account of the Lenders or an
      Issuing Bank hereunder that such Borrower will not make such payment, the
      Administrative Agent may assume that such Borrower has made such payment
      on such date in accordance herewith and may, in reliance upon such
      assumption,

                                       42
<PAGE>

      distribute to the Lenders or such Issuing Bank, as the case may be, the
      amount due. In such event, if such Borrower has not in fact made such
      payment, then each of the Lenders or such Issuing Bank, as the case may
      be, severally agrees to repay to the Administrative Agent forthwith on
      demand the amount so distributed to such Lender or such Issuing Bank with
      interest thereon, for each day from and including the date such amount is
      distributed to it to but excluding the date of payment to the
      Administrative Agent, at the greater of the Federal Funds Effective Rate
      and a rate determined by the Administrative Agent in accordance with
      banking industry rules on interbank compensation.

            (d) If any Lender shall fail to make any payment required to be made
      by it pursuant to Sections 2.6(d) or (e), 2.7(b) or 2.18(d), then the
      Administrative Agent may, in its discretion (notwithstanding any contrary
      provision hereof), apply any amounts thereafter received by the
      Administrative Agent for the account of such Lender to satisfy such
      Lender's obligations under such Sections until all such unsatisfied
      obligations are fully paid.

            SECTION 2.19. MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS.

            (a) If any Lender requests compensation under Section 2.15, or if a
      Borrower is required to pay any additional amount to any Lender or any
      Governmental Authority for the account of any Lender pursuant to Section
      2.17, then such Lender shall use reasonable efforts to designate a
      different lending office for funding or booking its Loans hereunder or to
      assign its rights and obligations hereunder to another of its offices,
      branches or affiliates, if, in the judgment of such Lender, such
      designation or assignment (i) would eliminate or reduce amounts payable
      pursuant to Section 2.15 or 2.17, as the case may be, in the future and
      (ii) would not subject such Lender to any unreimbursed cost or expense and
      would not otherwise be disadvantageous to such Lender. The applicable
      Borrower hereby agrees to pay all reasonable costs and expenses incurred
      by any Lender in connection with any such designation or assignment.

            (b) If any Lender requests compensation under Section 2.15, or if a
      Borrower is required to pay any additional amount to any Lender or any
      Governmental Authority for the account of any Lender pursuant to Section
      2.17, or if any Lender defaults in its obligation to fund Loans hereunder,
      then the Company on behalf of the applicable Borrower may, at its sole
      expense and effort, upon notice to such Lender and the Administrative
      Agent, require such Lender to assign and delegate, without recourse (in
      accordance with and subject to the restrictions contained in Section 9.4),
      all its interests, rights and obligations under this Agreement (other than
      any outstanding Competitive Loans held by it) to an assignee that shall
      assume such obligations (which assignee may be another Lender, if a Lender
      accepts such assignment); provided that (i) such Borrower shall have
      received the prior written consent of the Administrative Agent (and, if a
      Commitment is being assigned, the Issuing Banks), which consent shall not
      unreasonably be withheld, (ii) such Lender shall have received payment of
      an amount equal to the outstanding principal of its Loans (other than
      Competitive Loans) and participations in LC Disbursements, accrued
      interest thereon, accrued fees and all other amounts payable to it
      hereunder, from the assignee (to the extent of such outstanding principal
      and accrued interest and fees) or such Borrower (in the case of all other
      amounts) and (iii) in the case of any such assignment resulting from a
      claim for compensation under Section 2.15 or payments required to be made
      pursuant to Section 2.17, such assignment will result in a reduction in
      such compensation or payments. A Lender shall not be required to make any
      such assignment and delegation if, prior thereto, as a result of a waiver
      by such Lender or otherwise, the circumstances entitling the Company to
      require such assignment and delegation cease to apply.

                                       43
<PAGE>

            SECTION 2.20. SWING LINE LOANS.

      (a) Swing Line Facility. Subject to the terms and conditions set forth
herein, the Swing Line Lender agrees, in reliance upon the agreements of the
other Lenders set forth in this Section 2.20, to make loans (each such loan, a
"Swing Line Loan") to the Borrowers in Dollars from time to time on any Business
Day during the Availability Period in an aggregate amount not to exceed at any
time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact
that such Swing Line Loans, when aggregated with the outstanding amount of
Revolving Loans and LC Exposure held by the Lender acting as Swing Line Lender,
may exceed the amount of such Lender's Commitment; provided, however, that after
giving effect to any Swing Line Loan (and the allocation of risk participations
therein), (i) the total Revolving Credit Exposure shall not exceed the total
Commitments, and (ii) the Revolving Credit Exposure of any Lender shall not
exceed such Lender's Commitment. Within the foregoing limits, and subject to the
other terms and conditions hereof, the Company may borrow under this Section
2.20, prepay under Section 2.11, and reborrow under this Section 2.20. Each
Swing Line Loan shall bear interest only at a rate based on the Alternate Base
Rate. Immediately upon the making of a Swing Line Loan, each Lender shall be
deemed to, and hereby irrevocably and unconditionally agrees to, purchase from
the Swing Line Lender a risk participation in such Swing Line Loan in an amount
equal to the product of such Lender's Applicable Percentage times the amount of
such Swing Line Loan.

      (b) Borrowing Procedures. Each Borrowing of Swing Line Loans shall be made
upon the irrevocable notice of the Company, on behalf of a Borrower, to the
Swing Line Lender and the Administrative Agent, which may be given by telephone.
Each such notice must be received by the Swing Line Lender and the
Administrative Agent not later than 1:00 p.m., New York City time, on the
requested borrowing date, and shall specify (i) the amount to be borrowed, which
shall be a minimum principal amount of $100,000 and integral multiples of
$100,000 in excess thereof, and (ii) the requested borrowing date, which shall
be a Business Day. Each such telephonic notice must be confirmed promptly by
delivery to the Swing Line Lender and the Administrative Agent of a written
Borrowing Request, appropriately completed and signed by a Financial Officer.
Promptly after receipt by the Swing Line Lender of any telephonic notice of
Swing Line Borrowing, the Swing Line Lender will confirm with the Administrative
Agent (by telephone or in writing) that the Administrative Agent has also
received such notice of Swing Line Borrowing and, if not, the Swing Line Lender
will notify the Administrative Agent (by telephone or in writing) of the
contents thereof. Unless the Swing Line Lender has received notice (by telephone
or in writing) from the Administrative Agent (including at the request of any
Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line
Loans (A) directing the Swing Line Lender not to make such Swing Line Loan as a
result of the limitations set forth in the first proviso to the first sentence
of Section 2.20(a), or (B) that one or more of the applicable conditions
specified in Section 4.2 is not then satisfied, then, subject to the terms and
conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the
borrowing date specified in such Swing Line Loan Notice, make the amount of its
Swing Line Loan available to the applicable Borrower.

      (c) Refinancing of Swing Line Loans.

            (i) Each Swing Line Loan shall be due and payable on the tenth
      Business Day following the making of such Swing Line Loan; provided that
      the Swing Line Lender at any time in its sole and absolute discretion may
      request, on behalf of the applicable Borrower (which hereby irrevocably
      authorizes the Swing Line Lender to so request on its behalf), that each
      Lender make an ABR Loan in an amount equal to such Lender's Applicable
      Percentage of the amount of Swing Line Loans then outstanding. Such
      request shall be made in writing (which written request shall be deemed to
      be a Borrowing Request for purposes hereof, but such Borrower shall not be
      deemed to have made any representations and warranties in connection with
      such Borrowing Request) and in accordance with the requirements of
      Sections 2.2 and 2.3,

                                       44
<PAGE>

      without regard to the minimum and multiples specified therein for the
      principal amount of ABR Loans, and not subject to the conditions set forth
      in Section 4.2 and provided that, after giving effect to such Borrowing,
      the total Revolving Exposures shall not exceed the total Commitments. The
      Swing Line Lender shall furnish the Company, on behalf of such Borrower,
      with a copy of the applicable Borrowing Request promptly after delivering
      such notice to the Administrative Agent. Each Lender shall make an amount
      equal to its Applicable Percentage of the amount specified in such
      Borrowing Request available to the Administrative Agent in immediately
      available funds for the account of the Swing Line Lender as directed not
      later than 12:00 noon, New York City time, on the Business Day following
      receipt of such Borrowing Request by the Lenders, whereupon, subject to
      Section 2.20(c)(ii), each Lender that so makes funds available shall be
      deemed to have made an ABR Loan to the applicable Borrower in such amount.

            (ii) If for any reason any Swing Line Loan cannot be refinanced by
      such a Borrowing of Revolving Loans in accordance with Section 2.20(c)(i),
      the request for ABR Loans submitted by the Swing Line Lender as set forth
      herein shall be deemed to be a request by the Swing Line Lender that each
      of the Lenders fund its risk participation in the relevant Swing Line Loan
      and each Lender's payment to the Administrative Agent for the account of
      the Swing Line Lender pursuant to Section 2.20(c)(i) shall be deemed
      payment in respect of such participation.

            (iii) If any Lender fails to make available to the Administrative
      Agent for the account of the Swing Line Lender any amount required to be
      paid by such Lender pursuant to the foregoing provisions of this Section
      2.20(c) by the time specified in Section 2.20(c)(i), the Swing Line Lender
      shall be entitled to recover from such Lender (acting through the
      Administrative Agent), on demand, such amount with interest thereon for
      the period from the date such payment is required to the date on which
      such payment is immediately available to the Swing Line Lender at a rate
      per annum equal to the greater of the Federal Funds Effective Rate and a
      rate determined by the Swing Line Lender in accordance with banking
      industry rules on interbank compensation, plus any administrative,
      processing or similar fees customarily charged by the Swing Line Lender in
      connection with the foregoing. If such Lender pays such amount (with
      interest and fees as aforesaid), the amount so paid shall constitute such
      Lender's Revolving Loan included in the relevant Borrowing or funded
      participation in the relevant Swing Line Loan, as the case may be. A
      certificate of the Swing Line Lender submitted to any Lender (through the
      Administrative Agent) with respect to any amounts owing under this clause
      (iii) shall be conclusive absent manifest error.

            (iv) Each Lender's obligation to make Revolving Loans or to purchase
      and fund risk participations in Swing Line Loans pursuant to this Section
      2.20(c) shall be absolute and unconditional and shall not be affected by
      any circumstance, including (A) any setoff, counterclaim, recoupment,
      defense or other right that such Lender may have against the Swing Line
      Lender, any Loan Party or any other Person for any reason whatsoever, (B)
      the occurrence or continuance of a Default, or (C) any other occurrence,
      event or condition, whether or not similar to any of the foregoing. No
      such funding of risk participations shall relieve or otherwise impair the
      obligation of the Borrowers to repay Swing Line Loans, together with
      interest as provided herein.

      (d) Repayment of Participations.

            (i) At any time after any Lender has purchased and funded a risk
      participation in a Swing Line Loan, if the Swing Line Lender receives any
      payment on account of such Swing Line Loan, the Swing Line Lender will
      promptly distribute to such Lender (and no more than one

                                       45
<PAGE>

      Business Day following receipt) its Applicable Percentage thereof in the
      same funds as those received by the Swing Line Lender.

            (ii) If any payment received by the Swing Line Lender in respect of
      principal or interest on any Swing Line Loan is required to be returned by
      the Swing Line Lender, each Lender shall pay to the Swing Line Lender its
      Applicable Percentage thereof on demand of the Administrative Agent, plus
      interest thereon from the date of such demand to the date such amount is
      returned, at a rate per annum equal to the Federal Funds Effective Rate.
      The Administrative Agent will make such demand upon the request of the
      Swing Line Lender. The obligations of the Lenders under this clause shall
      survive the payment in full of the Obligations and the termination of this
      Agreement.

      (e) Interest for Account of Swing Line Lender. The Swing Line Lender shall
be responsible for invoicing the Borrowers for interest on the Swing Line Loans.
Until each Lender funds its Revolving Loans that are ABR Loans or risk
participation pursuant to this Section 2.20 to refinance such Lender's
Applicable Percentage of any Swing Line Loan, interest in respect of such
Applicable Percentage shall be solely for the account of the Swing Line Lender.

      (f) Payments to Swing Line Lender. The Borrowers shall make all payments
of principal and interest in respect of the Swing Line Loans to the
Administrative Agent for the account of the Swing Line Lender.

      SECTION 2.21. INCREASE IN COMMITMENT.

            (a) Unless a Default has occurred and is continuing, and subject to
      the satisfaction of the conditions in Section 2.21(b), the Company, by
      written notice to the Administrative Agent (the "Additional Commitment
      Notice"), may request on up to two (2) occasions during the Availability
      Period and prior to the Maturity Date that the total Commitments be
      increased by an amount not less than $25,000,000 per request (and integral
      amounts of $5,000,000 in excess thereof) and not more than $50,000,000 in
      the aggregate (such that the total Commitments after such increase shall
      never exceed $300,000,000); provided that for any such request (a) any
      Lender which is a party to this Agreement prior to such request for
      increase, at its sole discretion, may elect to increase its Commitment,
      but shall not have any obligation to so increase its Commitment, and (b)
      in the event that the Lenders party to this Agreement prior to such
      request do not elect to increase their respective Commitments to cover the
      amount of the requested increase, the Administrative Agent shall use
      commercially reasonable efforts to locate additional lenders reasonably
      acceptable to the Administrative Agent willing to hold commitments for the
      requested increase. In the event that Lenders commit to any such increase,
      (i) the Commitments of the committed Lenders shall be increased
      accordingly, (ii) the Applicable Percentages of each of the Lenders shall
      be adjusted accordingly (or, in the case of a new Lender not previously
      party hereto, added to SCHEDULE 1.1(a)) and the Borrowers shall make such
      borrowings and repayments as shall be necessary to effect such
      reallocation of the Commitments and shall pay any costs incurred under
      Section 2.16 with respect thereto, (iii) if requested by any Lender making
      an additional or new Commitment, new Notes shall be issued, and (iv) other
      changes shall be made by way of supplement, amendment or restatement of
      any Loan Document as may be necessary or desirable to reflect the
      aggregate amount, if any, by which Lenders have agreed to increase their
      respective Commitments or any other lenders have agreed to make new
      commitments pursuant to this Section 2.21 without the consent of any
      Lender other than those Lenders increasing their Commitments. The fees
      payable by the Borrower upon any such increase in Commitments shall be
      agreed upon by the Administrative Agent and the Borrower at the time of
      such increase.

                                       46
<PAGE>

            In the event of any such increase of the Commitments pursuant to
      this Section 2.21, the aggregate maximum LC Exposure of the Lenders shall
      remain $25,000,000.

            Notwithstanding the foregoing, nothing in this Section 2.21 shall
      constitute or be deemed to constitute an agreement by any Lender to
      increase its Commitment hereunder.

            (b) Notwithstanding the foregoing, an increase in the aggregate
      amount of the Commitments shall be effective only if (i) no Default shall
      have occurred and be continuing on the date of the Additional Commitment
      Notice and the date such increase is to become effective; (ii) each of the
      representations and warranties made by the Loan Parties in this Agreement
      and the other Loan Documents shall be true and complete on and as of the
      date of the Additional Commitment Notice and the date such increase is to
      become effective with the same force and effect as if made on and as of
      each such date (or, if any such representation or warranty is expressly
      stated to have been made as of a specific date, as of such specific date);
      (iii) the Administrative Agent shall have received (A) such documents and
      certificates as the Administrative Agent or its counsel may reasonably
      request relating to the authorization of such increase and (B) a favorable
      written opinion (addressed to the Administrative Agent and the Lenders) of
      counsel for the Loan Parties in a form reasonably requested by the
      Administrative Agent, after giving effect to such increase; and (iv) prior
      to and after giving effect to such increase, the Borrower and its
      Subsidiaries shall be in compliance with Article VI. The effectiveness of
      any increase in the aggregate amount of the Commitments shall be deemed a
      representation and warranty by the Company on the effective date of such
      increase as to the matters specified in clauses (i) and (ii) of this
      Section 2.21(b).

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

      The Loan Parties represent and warrant to the Lenders, the Administrative
Agent, the Swing Line Lender and the Issuing Banks that:

      SECTION 3.1. ORGANIZATION; POWERS. Each of the Loan Parties and their
Subsidiaries is duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization, has all requisite power and
authority to carry on its business as now conducted and, except where the
failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, is qualified to do business in,
and is in good standing in, every jurisdiction where such qualification is
required.

      SECTION 3.2. AUTHORIZATION; ENFORCEABILITY.

            (a) The Transactions are within each Loan Party's powers and have
      been duly authorized by all necessary limited liability company, limited
      partnership or corporate action of such Loan Party. Each of the Loan
      Parties has the requisite power and authority to perform this Agreement
      and the other Loan Documents to which it is a party. This Agreement has
      been duly authorized, executed and delivered by each Loan Party and
      constitutes a legal, valid and binding obligation of such Loan Party,
      enforceable in accordance with its terms, subject to applicable
      bankruptcy, insolvency, reorganization, moratorium or other laws affecting
      creditors' rights generally and subject to general principles of equity,
      regardless of whether considered in a proceeding in equity or at law.

                                       47
<PAGE>

            (b) As of the Closing Date and as of the date of each delivery of an
      Annual Compliance Certificate, SCHEDULE 3.2 is a complete and accurate
      list of the Company and its Subsidiaries, showing the correct name of each
      Subsidiary and whether each such Subsidiary is a Borrower. The outstanding
      equity interests of the Company and all of the Subsidiaries are validly
      issued, fully paid and non-assessable and are owned by such entity free
      and clear of all Liens, except for Liens permitted by this Agreement.

            (c) The Loan Parties and their Subsidiaries are and, after
      consummation of the transactions contemplated by this Agreement, will be
      Solvent.

      SECTION 3.3. GOVERNMENTAL APPROVALS; NO CONFLICTS. The Transactions (a) do
not require any consent or approval of, registration or filing with, or any
other action by, any Governmental Authority, except such as have been obtained
or made and are in full force and effect, (b) will not violate, and will not
require any consent or approval under, any applicable law or regulation or the
certificate of formation, limited liability company agreement, certificate of
limited partnership, limited partnership agreement or other organizational
documents of the Company or any of its Subsidiaries or any order of any
Governmental Authority, (c) will not violate or result in a default under any
indenture, agreement or other instrument binding upon any of the Company or any
of its Subsidiaries or its assets, or give rise to a right thereunder to require
any payment to be made by the Company or any of its Subsidiaries, and (d) will
not result in the creation or imposition of any Lien on any asset of the Company
or any of its Subsidiaries.

      SECTION 3.4. FINANCIAL CONDITION; NO MATERIAL ADVERSE EFFECT.

            (a) The Company has heretofore furnished to the Lenders (i) its
      audited financial statements as of December 31, 2006, reported on by
      PricewaterhouseCoopers LLP, independent public accountants and (ii) its
      unaudited financial statements, as of and for the fiscal quarter ended
      March 31, 2007, certified by its chief financial officer. Such financial
      statements present fairly, in all material respects, the financial
      position and results of operations and cash flows of the Company and its
      consolidated Subsidiaries as of such dates and for such periods in
      accordance with GAAP, subject to year-end audit adjustments and the
      absence of footnotes in the case of statements referred to in clause (ii)
      above.

            (b) Since December 31, 2006, there has been no event that has caused
      or could reasonably be expected to cause a Material Adverse Effect.

      SECTION 3.5. PROPERTIES.

            (a) Each of the Loan Parties and their Subsidiaries has good title
      to, or valid leasehold interests in, all its Property material to its
      business, except for minor defects in title that do not interfere with its
      ability to conduct its business as currently conducted or to utilize such
      properties for their intended purposes.

            (b) Each of the Loan Parties and their Subsidiaries owns, or is
      licensed to use, all trademarks, trade names, copyrights, patents and
      other intellectual property material to its business, and the use thereof
      by the Loan Parties and their Subsidiaries does not infringe upon the
      rights of any other Person, except for any such infringements that,
      individually or in the aggregate, could not reasonably be expected to
      result in a Material Adverse Effect.

                                       48
<PAGE>

      SECTION 3.6. LITIGATION AND ENVIRONMENTAL MATTERS.

            (a) There are no actions, suits or proceedings by or before any
      arbitrator or Governmental Authority pending against or, to the knowledge
      of a Loan Party, threatened against or affecting a Loan Party or any of
      their Subsidiaries (i) as to which there is a reasonable possibility of an
      adverse determination and that, if adversely determined, could reasonably
      be expected, individually or in the aggregate, to result in a Material
      Adverse Effect (other than the Disclosed Matters) or (ii) that involve
      this Agreement, any of the other Loan Documents or the Transactions.

            (b) Except for the Disclosed Matters and except with respect to any
      other matters that, individually or in the aggregate, could not reasonably
      be expected to result in a Material Adverse Effect, neither a Loan Party
      nor any of its Subsidiaries (i) has failed to comply with any
      Environmental Law or to obtain, maintain or comply with any permit,
      license or other approval required under any Environmental Law, (ii) has
      become subject to any Environmental Liability, (iii) has received notice
      of any claim with respect to any Environmental Liability or (iv) knows of
      any basis for any Environmental Liability.

      SECTION 3.7. COMPLIANCE WITH LAWS AND AGREEMENTS. Each of the Loan Parties
and their Subsidiaries is in compliance with all laws, regulations and orders of
any Governmental Authority applicable to it or its property and all indentures,
agreements and other instruments binding upon it or its property, except where
the failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.

      SECTION 3.8. INVESTMENT COMPANY STATUS. Neither any Loan Party nor any of
its Subsidiaries is an "investment company" as defined in, or subject to
regulation under, the Investment Company Act of 1940.

      SECTION 3.9. TAXES. Each of the Loan Parties and their Subsidiaries has
timely filed or caused to be filed all Tax returns and reports required to have
been filed and has paid or caused to be paid all Taxes required to have been
paid by it, except (a) Taxes that are being contested in good faith by
appropriate proceedings and for which such Loan Party or such Subsidiary, as
applicable, has set aside on its books adequate reserves with respect thereto or
(b) to the extent that the failure to do so could not reasonably be expected to
result in a Material Adverse Effect.

      SECTION 3.10. ERISA. No ERISA Event has occurred or is reasonably expected
to occur that, when taken together with all other ERISA Events for which
liability is reasonably expected to occur, could reasonably be expected to
result in a Material Adverse Effect.

      SECTION 3.11. DISCLOSURE. The Company has disclosed to the Lenders all
agreements, instruments and corporate or other restrictions to which it or any
of its Subsidiaries is subject, and all other matters known to it, that,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect. None of the SEC Reports (as defined in Section 3.12)
and none of the reports, financial statements, certificates or other information
furnished by or on behalf of the Company and its Subsidiaries to the
Administrative Agent or any Lender in connection with the negotiation of this
Agreement or delivered hereunder (as modified or supplemented by other
information so furnished) contains any material misstatement of fact or omits to
state any material fact necessary, in the aggregate, to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, provided that, with respect to projected financial information, the
Company represents only that such information was prepared in good faith based
upon assumptions believed to be reasonable at the time.

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<PAGE>

      SECTION 3.12. SEC REPORTS. As of the Closing Date, the Company has filed
all forms, reports, statements (including proxy statements) and other documents
(such filings by the Company are collectively referred to as the "SEC Reports"),
required to be filed by it with the Securities and Exchange Commission. The SEC
Reports, including all SEC Reports filed after the Closing Date and on or prior
to the date of this Agreement, (i) were or will be prepared in all material
respects in accordance with the requirements of the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended, as the case may
be, and the rules and regulations of the Securities and Exchange Commission
thereunder applicable to such SEC Reports at the time of filing thereof and (ii)
did not at the time they were filed, or will not at the time they are filed,
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.

                                   ARTICLE IV.

                                   CONDITIONS

      SECTION 4.1. CLOSING DATE. The obligations of the Lenders to make Loans,
the Swing Line Lender to make Swing Line Loans and the Issuing Banks to issue
Letters of Credit hereunder shall not become effective until the date on which
each of the following conditions is satisfied in form and substance acceptable
to the Administrative Agent and the Lenders (or waived in accordance with
Section 9.2):

            (a) The Administrative Agent (or its counsel) shall have received
      from each party hereto either (i) a counterpart of this Agreement and all
      other Loan Documents to which it is a party, signed on behalf of such
      party or (ii) written evidence satisfactory to the Administrative Agent
      (which may include telecopy transmission of a signed signature page of
      each such Loan Document) that such party has signed a counterpart of this
      Agreement and all other Loan Documents required to be delivered to the
      Administrative Agent.

            (b) The Administrative Agent shall have received favorable written
      opinions (addressed to the Administrative Agent and the Lenders and dated
      the Closing Date) of counsel for the Loan Parties, substantially in the
      forms of EXHIBIT 4.1(b). The Company hereby requests such counsel to
      deliver such opinions.

            (c) The Administrative Agent shall have received such documents and
      certificates as the Administrative Agent or its counsel may reasonably
      request relating to the organization, existence and good standing of the
      Loan Parties, the authorization of the Transactions and any other legal
      matters relating to the Loan Parties and their Affiliates and
      Subsidiaries, this Agreement, the other Loan Documents or the
      Transactions, all in form and substance satisfactory to the Administrative
      Agent and its counsel. If requested by any Lender, the Administrative
      Lender shall provide to such Lender a copy of the documents and
      certificates received by the Administrative Agent pursuant to this Section
      4.1(c).

            (d) The Administrative Agent shall have received a certificate,
      dated the Closing Date and signed by the President or a Vice President of
      the Company or by a Financial Officer, confirming compliance with the
      conditions set forth in paragraphs (a) and (b) of Section 4.2.

            (e) The Administrative Agent shall have received evidence that
      arrangements satisfactory to it have been made to pay in full on the
      Closing Date all outstanding obligations

                                       50
<PAGE>

      under that certain Third Amended and Restated Credit Agreement, dated as
      of May 27, 2004 among the Company and certain of its Subsidiaries as
      borrowers, the lenders party thereto and JPMorgan Chase Bank, as issuing
      bank and administrative agent and to terminate all commitments thereunder.

            (f) The Administrative Agent shall have received all fees and other
      amounts due and payable on or prior to the Closing Date, including, to the
      extent invoiced, reimbursement or payment of all out-of-pocket expenses
      required to be reimbursed or paid by the Loan Parties hereunder.

      Without limiting the generality of the provisions of Section 8.3, for
purposes of determining compliance with the conditions specified in this Section
4.1, each Lender that has signed this Agreement shall be deemed to have
consented to, approved or accepted or to be satisfied with, each document or
other matter required thereunder of which it has received or has access to a
copy or notice thereof and which is to be consented to or approved by or
acceptable or satisfactory to a Lender unless the Administrative Agent shall
have received notice from such Lender prior to the proposed Closing Date
specifying its objection thereto.

      The Administrative Agent shall notify the Company and the Lenders of the
Closing Date, and such notice shall be conclusive and binding.

      SECTION 4.2. EACH CREDIT EVENT. The obligation of each Lender or the Swing
Line Lender to make a Loan on the occasion of any Borrowing, and of the Issuing
Banks to issue, amend or extend any Letter of Credit (such Borrowing, issuance,
amendment or extension referred to herein as a "Credit Event"), is subject to
the satisfaction of the following conditions:

            (a) The representations and warranties set forth in this Agreement
      and the other Loan Documents shall be true and correct on and as of the
      date of such Credit Event.

            (b) At the time of and immediately after giving effect to such
      Credit Event, no Default shall have occurred and be continuing.

      Each Credit Event shall be deemed to constitute a representation and
warranty by the Company on the date thereof as to the matters specified in
paragraphs (a) and (b) of this Section 4.2.

                                   ARTICLE V.

                              AFFIRMATIVE COVENANTS

      Until the Commitments have expired or been terminated and the principal of
and interest on each Loan and all fees payable hereunder shall have been paid in
full and all Letters of Credit shall have expired or terminated and all LC
Disbursements shall have been reimbursed, the Loan Parties covenant and agree
with the Lenders that:

      SECTION 5.1. FINANCIAL STATEMENTS AND OTHER INFORMATION. The Company will
furnish to the Administrative Agent and each Lender:

            (a) Quarterly Reports.

                  (i) Company Quarterly Financial Reports. As soon as
            practicable, and in any event within forty-five (45) days after the
            end of each fiscal quarter in each fiscal

                                       51
<PAGE>

            year (other than the last fiscal quarter in each fiscal year), the
            Financial Statements on Form 10-Q as of the end of such period and a
            report setting forth in comparative form the corresponding figures
            for the corresponding date or period of the previous fiscal year,
            certified by a Financial Officer as fairly presenting the
            consolidated financial position of the Company and its Subsidiaries
            as at the date indicated and the results of their operations and
            cash flow for the period indicated in accordance with GAAP, subject
            to normal quarterly adjustments.

                  (ii) Quarterly Compliance Certificates. Together with each
            delivery of any quarterly report pursuant to paragraph (a)(i) of
            this Section 5.1, a Quarterly Compliance Certificate, representing
            and certifying (1) that the Financial Officer signatory thereto has
            reviewed the terms of this Agreement, and has made, or caused to be
            made, under his/her supervision, a review in reasonable detail of
            the Transactions and consolidated financial condition of the Company
            and its Subsidiaries during the fiscal quarter covered by such
            reports, that such review has not disclosed the existence during or
            at the end of such fiscal quarter, and that such officer does not
            have knowledge of the existence as at the date of such Officer's
            Certificate, of any condition or event which constitutes a Default,
            or, if any such condition or event existed or exists, specifying the
            nature and period of existence thereof and what action the Company
            or any of its Subsidiaries has taken, is taking and proposes to take
            with respect thereto, (2) a schedule of the Loan Parties and their
            Subsidiaries' outstanding Indebtedness, including the amount,
            maturity and interest rate, as well as such other information
            regarding such Indebtedness as may be reasonably requested by the
            Administrative Agent, (3) a schedule of Adjusted Total EBITDA and
            (4) calculations, in the form of EXHIBIT 5.1 evidencing compliance
            with each of the financial covenants set forth in Article VI.

            (b) Annual Reports.

                  (i) Company Financial Statements. As soon as practicable, and
            in any event within ninety (90) days after the end of each fiscal
            year, (i) the Financial Statements on Form 10-K as of the end of
            such fiscal year and a report setting forth in comparative form the
            corresponding figures from the consolidated Financial Statements for
            the prior fiscal year; (ii) a report with respect thereto of
            PricewaterhouseCoopers LLP or other independent certified public
            accountants of recognized national standing (without a "going
            concern" or like qualification or exception, and without any
            qualification or exception as to the scope of such audit), which
            report shall state that such financial statements fairly present the
            consolidated financial position of the Company and its Subsidiaries
            as at the dates indicated and the results of their operations and
            cash flow for the periods indicated in conformity with GAAP applied
            on a basis consistent with prior years (except for changes with
            which PricewaterhouseCoopers LLP or any such other independent
            certified public accountants, if applicable, shall concur and which
            shall have been disclosed in the notes to such financial statements)
            (which report shall be subject to the confidentiality limitations
            set forth herein); and (iii) in the event that the report referred
            to in clause (ii) above is qualified, a copy of the management
            letter or any similar report delivered to the Company or to any
            officer or employee thereof by such independent certified public
            accountants in connection with such financial statements.

                  (ii) Annual Compliance Certificates. Together with each
            delivery of any annual report pursuant to clause (i) of this Section
            5.1(b), an Annual Compliance Certificate, representing and
            certifying (1) that the officer signatory thereto has reviewed the
            terms of this Agreement, and has made, or caused to be made under
            his/her

                                       52
<PAGE>

            supervision, a review in reasonable detail of the Transactions and
            consolidated financial condition of the Company and its
            Subsidiaries, during the accounting period covered by such reports,
            that such review has not disclosed the existence during or at the
            end of such accounting period, and that such officer does not have
            knowledge of the existence as at the date of such Officer's
            Certificate, of any condition or event which constitutes a Default,
            or, if any such condition or event existed or exists, specifying the
            nature and period of existence thereof and what action the Company
            or any of its Subsidiaries has taken, is taking and proposes to take
            with respect thereto, (2) a schedule of the Loan Parties and their
            Subsidiaries' outstanding Indebtedness including the amount,
            maturity and interest rate, as well as such other information
            regarding such Indebtedness as may be reasonably requested by the
            Administrative Agent, (3) a schedule of Adjusted Total EBITDA, (4)
            calculations, in the form of EXHIBIT 5.1, evidencing compliance with
            each of the financial covenants set forth in Article VI and (5) an
            update of Schedule 3.2, if applicable.

            (c) Promptly following any request therefor, such other information
      regarding the operations, business affairs and financial condition of the
      Loan Parties or any of their Subsidiaries, or compliance with the terms of
      this Agreement, as the Administrative Agent may reasonably request
      including without limitation, tax returns, title reports, insurance
      certificates and environmental site assessments.

      SECTION 5.2. NOTICES OF MATERIAL EVENTS.

            (a) The Company will furnish to the Administrative Agent and each
      Lender prompt written notice of the following:

                  (i) the occurrence of any Default;

                  (ii) the filing or commencement of any action, suit or
            proceeding by or before any arbitrator or Governmental Authority
            against or affecting a Loan Party or any Affiliate thereof that, if
            adversely determined, could reasonably be expected to result to a
            Material Adverse Effect;

                  (iii) the occurrence of any ERISA Event that, alone or
            together with any other ERISA Events that have occurred, could
            reasonably be expected to result in liability of the Loan Parties
            and their Subsidiaries in an aggregate amount exceeding $5,000,000;

                  (iv) the receipt of any notice or the occurrence of any event
            that could reasonably be expected to result in an Environmental
            Liability of the Loan Parties and their Subsidiaries in an aggregate
            amount exceeding $5,000,000; and

                  (v) any other development that results in, or could reasonably
            be expected to result in, a Material Adverse Effect.

            (b) The Company shall deliver to the Administrative Agent and the
      Lenders written notice of each of the following events affecting the
      Company or its Subsidiaries not less than five (5) Business Days prior to
      the occurrence thereof: (i) a sale, transfer or other disposition of any
      Unencumbered Eligible Project (or a Borrower that owns any Unencumbered
      Eligible Project) for consideration in excess of $30,000,000, and (ii) the
      grant of a Lien securing obligations greater than $30,000,000 with respect
      to any Unencumbered Eligible Project. In addition, simultaneously with
      delivery of any such notice, the Company shall deliver to the

                                       53
<PAGE>

      Administrative Agent a certificate of a Financial Officer certifying that
      the Company is in compliance with this Agreement and the other Loan
      Documents both on a historical basis and on a pro forma basis, exclusive
      of the property sold, transferred or encumbered and inclusive of the
      indebtedness to be incurred. To the extent such proposed transaction would
      result in a failure to comply with the financial covenants set forth
      herein, proceeds of such transaction (together with such additional
      amounts as may be required), in an amount equal to that which would be
      required to reduce the Obligations so that the Company will be in
      compliance with the covenants set forth herein upon the consummation of
      the contemplated transaction, shall be paid by the Borrowers and applied
      to prepay the Obligations.

      Each notice delivered under this Section shall be accompanied by a
statement of a Financial Officer or other executive officer of the Company
setting forth the details of the event or development requiring such notice and
any action taken or proposed to be taken with respect thereto.

      SECTION 5.3. EXISTENCE; CONDUCT OF BUSINESS. Each Loan Party will, and
will cause each of its Subsidiaries to, do or cause to be done all things
necessary to preserve, renew and keep in full force and effect its legal
existence and the rights, licenses, permits, privileges and franchises material
to the conduct of its business; provided that the forgoing shall not prohibit
any merger, consolidation, liquidation or dissolution permitted under Section
6.3.

      SECTION 5.4. PAYMENT OF OBLIGATIONS. Each Loan Party will, and will cause
each of its Subsidiaries to, pay its obligations, including Taxes, before the
same shall become delinquent or in default, except where (a) the validity or
amount thereof is being contested in good faith by appropriate proceedings, (b)
such Loan Party or such Subsidiary has set aside on its books adequate reserves
with respect thereto and (c) the failure to make payment pending such contest
could not reasonably be expected to result in a Material Adverse Effect.

      SECTION 5.5. MAINTENANCE OF PROPERTIES; INSURANCE.

            (a) Each Loan Party will, and will cause each of its Subsidiaries
      to, keep and maintain (or cause to be kept and maintained) all property
      material to the conduct of its business in good working order and
      condition, ordinary wear and tear excepted.

            (b) Each Loan Party will, and will cause each of its Subsidiaries
      to, maintain, or will cause tenants of Projects to maintain, with
      financially sound and reputable insurers, insurance with respect to its
      properties and its business against general liability, property casualty
      and such casualties and contingencies as shall be commercially reasonable
      and in accordance with the customary and general practices of businesses
      having similar operations and real estate portfolios in similar geographic
      areas and in amounts, containing such terms, in such forms and for such
      periods as may be reasonable and prudent for such businesses, including
      without limitation, insurance policies and programs sufficient to cover
      (i) the replacement value of the improvements at Projects owned by the
      Loan Parties and their Subsidiaries (less commercially reasonable
      deductible amounts) and (ii) liability risks associated with such
      ownership (less commercially reasonable deductible amounts).

      SECTION 5.6. BOOKS AND RECORDS; INSPECTION RIGHTS. Each Loan Party will,
and will cause each of its Subsidiaries to, keep proper books of record and
account in which full, true and correct entries are made of all dealings and
transactions in relation to its business and activities. Each Loan Party will,
and will cause each of its Subsidiaries to, permit any representatives
designated by the Administrative Agent or any Lender, upon reasonable prior
notice, to visit and inspect its properties, to examine and make

                                       54
<PAGE>

extracts from its books and records, and to discuss its affairs, finances and
condition with its officers and independent accountants, all at such reasonable
times and as often as reasonably requested.

      SECTION 5.7. COMPLIANCE WITH LAWS. Each Loan Party will, and will cause
each of its Subsidiaries to, comply with all laws, rules, regulations and orders
of any Governmental Authority applicable to it or its property, including all
Environmental Laws, except where the failure to do so, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.

      SECTION 5.8. USE OF PROCEEDS AND LETTERS OF CREDIT. No Letters of Credit
and no part of the proceeds of any Loan will be used, whether directly or
indirectly, for any purpose that entails a violation of any of the Regulations
of the Board, including Regulations U and X. The proceeds of the Loans will be
used for working capital needs of the Company and it Subsidiaries and other
general corporate purpose. Neither the Loan Parties nor any of their
Subsidiaries shall use all or any portion of the proceeds of any credit extended
under this Agreement to purchase or carry Margin Stock.

      SECTION 5.9. DISTRIBUTIONS IN THE ORDINARY COURSE. In the ordinary course
of business the Company causes all of its Subsidiaries to make transfers of net
cash and cash equivalents upstream to the Company, and the Company shall
continue to follow such ordinary course of business. The Company shall not make
net transfers of cash and cash equivalents downstream to its Subsidiaries except
in the ordinary course of business consistent with past practice.

      SECTION 5.10. ERISA COMPLIANCE. The Loan Parties shall, and shall cause
each of their Subsidiaries and ERISA Affiliates to, establish, maintain and
operate all Plans to comply in all material respects with the provisions of
ERISA, the Code, all other applicable laws, and the regulations and
interpretations thereunder and the respective requirements of the governing
documents for such Plans

      SECTION 5.11. COMPANY STATUS. The Company shall at all times (a) remain
publicly traded with securities listed on the New York Stock Exchange and (b)
except in the case of W. P. Carey International LLC or as the result of a
disposition otherwise permitted under this Agreement, retain 100% ownership of
all Borrowers.

      SECTION 5.12. ADDITIONAL BORROWERS.

            (a) If, after the Closing Date, a Domestic Subsidiary that is not a
      Borrower (i) owns an Unencumbered Eligible Project, (ii) receives fees
      under a Management Contract or (iii) is a Wholly-Owned REIT Subsidiary,
      then the Company shall cause such Domestic Subsidiary to become a Borrower
      under this Agreement and to execute and deliver a joinder agreement in
      substantially the form of EXHIBIT 5.12.

            (b) Other than during the continuance of a Default, at the request
      of the Company, a Borrower shall be released by the Administrative Agent
      from its obligations as a Borrower hereunder if and when it (i) does not
      own any Projects that are Unencumbered Eligible Projects, (ii) does not
      receive any fees under any Management Contracts and (iii) does not have
      any Loans outstanding or Letters of Credit issued on its behalf; provided
      that a Wholly-Owned REIT Subsidiary may only be released from its
      obligations as a Borrower with the consent of the Required Lenders.

                                       55
<PAGE>

                                   ARTICLE VI.

                               NEGATIVE COVENANTS

      Until the Commitments have expired or terminated and the principal of and
interest on each Loan and all fees payable hereunder have been paid in full and
all Letters of Credit have expired or terminated and all LC Disbursements shall
have been reimbursed, the Loan Parties covenant and agree with the Lenders that:

      SECTION 6.1. FINANCIAL COVENANTS

            (a) Maximum Leverage. As of the last day of each fiscal quarter of
      the Company, Total Outstanding Indebtedness shall not exceed 60% of Total
      Value.

            (b) Maximum Secured Debt. As of the last day of each fiscal quarter
      of the Company, the sum of (i) Total Secured Outstanding Indebtedness plus
      (ii) Indebtedness of Subsidiaries that is permitted under clause (E) of
      Section 6.1(f)(ii) shall not exceed 50% of Total Value.

            (c) Minimum Combined Equity Value. The Combined Equity Value as of
      the last day of each fiscal quarter of the Company shall not be less than
      the sum of (i) $550,000,000 plus (ii) an amount equal to 85% of the Fair
      Market Value of all Net Offering Proceeds received by the Company after
      the Closing Date.

            (d) Minimum Fixed Charge Coverage Ratio. As of the last day of each
      fiscal quarter of the Company, the ratio of (i) Adjusted Total EBITDA for
      such fiscal quarter to (ii) Fixed Charges for such fiscal quarter shall
      not be less than 1.75 to 1.0.

            (e) Maximum Dividend Payout. The Company shall not make any
      Restricted Payment during any fiscal quarter, which, when added to all
      Restricted Payments made during such fiscal quarter and the three
      immediately preceding fiscal quarters, exceeds ninety (90%) of Adjusted
      Total EBITDA for the four preceding fiscal quarters; provided that the
      Company shall not make any Restricted Payments during the existence and
      continuation of an Event of Default. For purposes of this provision,
      "Restricted Payment" means (i) any dividend or other distribution on any
      equity securities of the Company (except dividends payable solely in
      equity securities of the Company or in rights to subscribe for or purchase
      equity securities of the Company) and (ii) payments in excess of
      $10,000,000 a year on account of the purchase, redemption, retirement or
      acquisition of (A) any equity securities of the Company or (B) any option,
      warrant or other right to acquire equity securities of the Company.

            (f) Recourse Indebtedness.

                  (i) The Company will not create, incur, assume or permit to
            exist any Secured Indebtedness other than (A) Nonrecourse
            Indebtedness and (B) Indebtedness that is recourse to the Company in
            an aggregate amount not to exceed the greater of $50,000,000 and 5%
            of Total Value outstanding at any time.

                  (ii) The Company will not permit any Subsidiary to, and no
            Subsidiary shall, create, incur, assume or permit to exist any
            Indebtedness other than (A) Indebtedness hereunder, (B) Indebtedness
            of any Subsidiary to the Company, (C) Nonrecourse Indebtedness, (D)
            Indebtedness of a Subsidiary (other than a Borrower) to a Subsidiary

                                       56
<PAGE>

            (other than a Borrower) and (E) Indebtedness that is recourse to
            such Subsidiary, but only if such Subsidiary is not a Borrower, was
            formed solely to own or make a loan in respect of a particular
            Project, and does not engage in any business other than the
            ownership or financing of such Project.

      SECTION 6.2. LIENS. The Loan Parties will not, and will not permit any
Subsidiary to, create, incur, assume or permit to exist any Lien on any property
or asset now owned or hereafter acquired by it, or assign or sell any income or
revenues (including accounts receivable) or rights in respect of any thereof,
except:

            (a) Permitted Encumbrances;

            (b) Liens with respect to Capital Leases of equipment entered into
      in the ordinary course of business of the Loan Parties; and

            (c) Liens securing Secured Indebtedness, the incurrence of which is
      not prohibited by this Article VI.

      SECTION 6.3. FUNDAMENTAL CHANGES.

            (a) The Loan Parties will not, and will not permit any Subsidiary
      to, merge into or consolidate with any other Person, or permit any other
      Person to merge into or consolidate with it, or sell, transfer, lease or
      otherwise dispose of (in one transaction or in a series of transactions)
      all or substantially all of its assets, or all or substantially all of the
      stock of any of its Subsidiaries (in each case, whether now owned or
      hereafter acquired), or liquidate or dissolve, except (i) if at the time
      thereof and immediately after giving effect thereto no Default shall have
      occurred and be continuing, any Person may merge into a Loan Party or a
      Subsidiary in a transaction in which such Loan Party or such Subsidiary is
      the surviving corporation, subject to the requirements of Section 5.12,
      (ii) any Loan Party or any Subsidiary may sell, lease, transfer or
      otherwise dispose of its assets to another Loan Party or another
      Subsidiary, subject to the requirements of Section 5.2(b) and Section
      5.12, (iii) any Subsidiary (other than a Borrower) may liquidate or
      dissolve if the Company determines in good faith that such liquidation or
      dissolution is in the best interests of the Company and is not materially
      disadvantageous to the Lenders, and (iv) if at the time thereof and
      immediately after giving effect thereto no Default shall have occurred and
      be continuing the sale of stock of a Subsidiary (other than a Borrower),
      subject to the requirements of Section 5.2(b). For purposes of
      clarification, nothing in this Section 6.3 shall prevent the issuance,
      transfer, conversion or repurchase of limited liability interests in the
      Company.

            (b) The Loan Parties will not, and will not permit any of their
      Subsidiaries to, engage to any material extent in any business other than
      businesses of the type conducted by the Loan Parties and their
      Subsidiaries on the date of execution of this Agreement and businesses
      reasonably related thereto.

            (c) The Loan Parties will not, and will not permit any Subsidiary
      to, at any time cause or permit its certificate of formation, limited
      liability company agreement, certificate of limited partnership,
      partnership agreement, articles of incorporation, by-laws, or other
      charter documents, as the case may be, to be modified, amended or
      supplemented in any respect whatsoever, without, in each case, the express
      prior written consent or approval of the Administrative Agent, if such
      changes would materially adversely affect the rights of the Administrative
      Agent or the Lenders hereunder or under any of the other Loan Documents;

                                       57
<PAGE>

      provided that if such prior consent or approval is not required, such Loan
      Party shall nonetheless notify the Administrative Agent in writing
      promptly after such event

      SECTION 6.4. HEDGING AGREEMENTS. The Loan Parties will not, and will not
permit any of its Subsidiaries to, enter into any Hedging Agreement, other than
Hedging Agreements entered into in the ordinary course of business to hedge or
mitigate risks to which a Loan Party or any Subsidiary is exposed in the conduct
of its business or the management of its liabilities.

      SECTION 6.5. TRANSACTIONS WITH AFFILIATES. Neither the Loan Parties nor
any of their Subsidiaries shall directly or indirectly enter into or permit to
exist any transaction (including, without limitation, the purchase, sale, lease
or exchange of any property or the rendering of any service) with any holder or
holders of more than 5% of any class of equity securities of the Company, or
with any Affiliate of the Company which is not its Subsidiary, on terms that are
less favorable to the Company or any of its Subsidiaries, as applicable, than
those that might be obtained in an arm's length transaction at the time from
Persons who are not such a holder or Affiliate. Nothing contained in this
Section 6.5 shall prohibit (a) increases in compensation and benefits for
officers and employees of the Loan Parties or any of their Subsidiaries which
are customary in the industry or consistent with the past business practice of
such Loan Party or such Subsidiary, provided that no Default has occurred and is
continuing; (b) payment of customary partners' indemnities; (c) performance of
any obligations arising under the Loan Documents; and (d) any Restricted Payment
permitted by Section 6.1(e).

                                  ARTICLE VII.

                                EVENTS OF DEFAULT

      SECTION 7.1. EVENTS OF DEFAULT. Any of the following shall constitute an
Event of Default:

            (a) a Loan Party shall fail to pay any principal of any Loan or any
      reimbursement obligation in respect of any LC Disbursement when and as the
      same shall become due and payable, whether at the due date thereof or at a
      date fixed for prepayment thereof or otherwise;

            (b) a Loan Party shall fail to pay any interest on any Loan or any
      fee or any other amount (other than an amount referred to in clause (a) of
      this Article) payable under this Agreement, when and as the same shall
      become due and payable, and such failure shall continue unremedied for a
      period of five Business Days;

            (c) any representation or warranty made or deemed made by or on
      behalf of a Loan Party or any Subsidiary in or in connection with this
      Agreement or any other Loan Document or any amendment or modification
      hereof or waiver hereunder, or in any report, certificate, financial
      statement or other document furnished pursuant to or in connection with
      this Agreement or any other Loan Document or any amendment or modification
      hereof or waiver hereunder, shall prove to have been incorrect when made
      or deemed made;

            (d) a Loan Party shall fail to observe or perform any covenant,
      condition or agreement contained in Sections 5.2, 5.3 (with respect to the
      Company or any Borrower's existence), 5.5(b), 5.8 or 5.11(a) or in Article
      VI;

            (e) a Loan Party shall fail to observe or perform any covenant,
      condition or agreement contained in this Agreement or any other Loan
      Document (other than those specified in clause (a), (b) or (d) of this
      Section 7.1), and such failure shall continue unremedied for a

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      period of 30 days after notice thereof from the Administrative Agent to
      the Company (which notice will be given at the request of any Lender);

            (f) a Loan Party or any Subsidiary shall fail to make any payment
      (whether of principal or interest and regardless of amount) in respect of
      any Material Indebtedness, when and as the same shall become due and
      payable;

            (g) any event or condition occurs that results in any Material
      Indebtedness becoming due prior to its scheduled maturity or that enables
      or permits (with or without the giving of notice, the lapse of time or
      both) the holder or holders of any Material Indebtedness or any trustee or
      agent on its or their behalf to cause any Material Indebtedness to become
      due, or to require the prepayment, repurchase, redemption or defeasance
      thereof, prior to its scheduled maturity; provided that this clause (g)
      shall not apply to Secured Indebtedness that becomes due as a result of
      the voluntary sale or transfer of the property or assets securing such
      Indebtedness;

            (h) an involuntary proceeding shall be commenced or an involuntary
      petition shall be filed seeking (i) liquidation, reorganization or other
      relief in respect of a Loan Party or any Material Subsidiary or any of
      their debts, or of a substantial part of any of their assets, under any
      Federal, state or foreign bankruptcy, insolvency, receivership or similar
      law now or hereafter in effect or (ii) the appointment of a receiver,
      trustee, custodian, sequestrator, conservator or similar official for a
      Loan Party or any Material Subsidiary or for a substantial part of any of
      their assets, and, in any such case, such proceeding or petition shall
      continue undismissed for 60 days or an order or decree approving or
      ordering any of the foregoing shall be entered;

            (i) a Loan Party or any Material Subsidiary shall (i) voluntarily
      commence any proceeding or file any petition seeking liquidation,
      reorganization or other relief under any Federal, state or foreign
      bankruptcy, insolvency, receivership or similar law now or hereafter in
      effect, (ii) consent to the institution of, or fail to contest in a timely
      and appropriate manner, any proceeding or petition described in clause (h)
      of this Article, (iii) apply for or consent to the appointment of a
      receiver, trustee, custodian, sequestrator, conservator or similar
      official for a Loan Party or any MATERIAL Subsidiary or for a substantial
      part of its assets, (iv) file an answer admitting the material allegations
      of a petition filed against it in any such proceeding, (v) make a general
      assignment for the benefit of creditors or (vi) take any action for the
      purpose of effecting any of the foregoing;

            (j) a Loan Party or any Material Subsidiary shall become unable,
      admit in writing its inability or fail generally to pay its debts as they
      become due;

            (k) one or more judgments for the payment of money in an aggregate
      amount in excess of $10,000,000 (excluding judgments entered in respect of
      Nonrecourse Indebtedness and judgments entered in respect of Indebtedness
      permitted under clause (E) of Section 6.1(f)(ii)) shall be rendered
      against a Loan Party or any Subsidiary or any combination thereof and the
      same shall remain undischarged for a period of 30 consecutive days during
      which execution shall not be effectively stayed, or any action shall be
      legally taken by a judgment creditor to attach or levy upon any assets of
      the Company or any Subsidiary to enforce any such judgment;

            (l) an ERISA Event shall have occurred that, when taken together
      with all other ERISA Events that have occurred, could reasonably be
      expected to result in liability of the Company and its Subsidiaries in an
      aggregate amount exceeding $5,000,000; or

            (m) a Change in Control shall occur;

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            then, and in every such event (other than an event with respect to
      any Loan Party described in clause (h) or (i) of this Section 7.1), and at
      any time thereafter during the continuance of such event, the
      Administrative Agent may, and at the request of the Required Lenders
      shall, by notice to the Company, take one or more of the following
      actions, at the same or different times: (i) terminate the Commitments,
      and thereupon the Commitments shall terminate immediately, and (ii)
      declare the Loans then outstanding to be due and payable in whole (or in
      part, in which case any principal not so declared to be due and payable
      may thereafter be declared to be due and payable), and thereupon the
      principal of the Loans so declared to be due and payable, together with
      accrued interest thereon and all fees and other obligations of the Loan
      Parties accrued hereunder, shall become due and payable immediately,
      without presentment, demand, protest or other notice of any kind, all of
      which are hereby waived by the Loan Parties, (iii) require cash collateral
      as contemplated by Section 2.6(j), and (iv) enforce any rights and
      exercise any rights and remedies available under any Loan Document or
      otherwise; and in the case of any event with respect to any Loan Party
      described in clause (h) or (i) of this Section 7.1, the Commitments shall
      automatically terminate and the principal of the Loans then outstanding,
      together with accrued interest thereon and all fees and other obligations
      of the Loan Parties accrued hereunder, shall automatically become due and
      payable and all LC Exposure shall be required to be cash collateralized,
      without presentment, demand, protest or other notice of any kind, all of
      which are hereby waived by the Loan Parties.

      SECTION 7.2 APPLICATION OF FUNDS. After the exercise of remedies provided
      for in Section 7.1 (or after the Loans have automatically become
      immediately due and payable and the LC Exposure has automatically been
      required to be cash collateralized as set forth above, any amounts
      received on account of the Obligations shall be applied in the following
      order:

            First, to payment of that portion of the Obligations constituting
      fees, indemnities, expenses and other amounts (including fees, charges and
      disbursements of counsel to the Administrative Agent and amounts payable
      under Article II) payable to the Administrative Agent in its capacity as
      such;

            Second, to payment of that portion of the Obligations constituting
      fees, indemnities and other amounts (other than principal, interest and
      Fronting Fees) payable to the Lenders, the Issuing Banks and the Swing
      Line Lender (including fees, charges and disbursements of counsel to the
      respective Lenders, the Issuing Banks and the Swing Line Lender and
      amounts payable under Article II), ratably among them in proportion to the
      respective amounts described in this clause Second payable to them;

            Third, to payment of that portion of the Obligations constituting
      accrued and unpaid Fronting Fees and interest on the Loans, LC Exposure
      and other Obligations, ratably among the Lenders, the Swing Line Lender
      and the Issuing Banks in proportion to the respective amounts described in
      this clause Third payable to them;

            Fourth, to payment of that portion of the Obligations constituting
      unpaid principal of the Loans and LC Exposure, ratably among the Lenders,
      the Swing Line Lender and the Issuing Banks in proportion to the
      respective amounts described in this clause Fourth held by them;

            Fifth, to the Administrative Agent for the account of the Issuing
      Banks, to cash collateralize that portion of LC Exposure comprised of the
      aggregate undrawn amount of Letters of Credit; and

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<PAGE>

            Last, the balance, if any, after all of the Obligations have been
      indefeasibly paid in full, to the Company or as otherwise required by Law.

Subject to Section 2.6, amounts used to cash collateralize the aggregate undrawn
amount of Letters of Credit pursuant to clause Fifth above shall be applied to
satisfy drawings under such Letters of Credit as they occur. If any amount
remains on deposit as cash collateral after all Letters of Credit have either
been fully drawn or expired, such remaining amount shall be applied to the other
Obligations, if any, in the order set forth above.

                                  ARTICLE VIII.

                                    THE AGENT

      SECTION 8.1. APPOINTMENT. Each of the Lenders and the Issuing Banks hereby
irrevocably appoints the Administrative Agent as its agent and authorizes the
Administrative Agent to take such actions on its behalf and to exercise such
powers as are delegated to the Administrative Agent by the terms hereof,
together with such actions and powers as are reasonably incidental thereto.

      SECTION 8.2. ADMINISTRATIVE AGENT'S RIGHT AS LENDER. The bank serving as
the Administrative Agent hereunder shall have the same rights and powers in its
capacity as a Lender as any other Lender and may exercise the same as though it
were not the Administrative Agent and such bank and its Affiliates may accept
deposits from, lend money to and generally engage in any kind of business with
the Company or any Subsidiary or other Affiliate thereof as if it were not the
Administrative Agent hereunder.

      SECTION 8.3. EXCULPATORY PROVISIONS. The Administrative Agent shall not
have any duties or obligations except those expressly set forth herein. Without
limiting the generality of the foregoing, (a) the Administrative Agent shall not
be subject to any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing, (b) the Administrative Agent shall not
have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated hereby
that the Administrative Agent is required to exercise in writing by the Required
Lenders (or such other number or percentage of the Lenders as shall be necessary
under the circumstances as provided in Section 9.2), and (c) except as expressly
set forth herein, the Administrative Agent shall not have any duty to disclose,
and shall not be liable for the failure to disclose, any information relating to
the Company or any of its Subsidiaries that is communicated to or obtained by
the bank serving as Administrative Agent or any of its Affiliates in any
capacity. The Administrative Agent shall not be liable for any action taken or
not taken by it with the consent or at the request of the Required Lenders (or
such other number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 9.2) or in the absence of its own gross
negligence or willful misconduct. The Administrative Agent shall be deemed not
to have knowledge of any Default (other than a Default existing as a result of a
failure to pay principal, interest or fees hereunder when due) unless and until
written notice thereof is given to the Administrative Agent by the Company or a
Lender, and the Administrative Agent shall not be responsible for or have any
duty to ascertain or inquire into (i) any statement, warranty or representation
made in or in connection with this Agreement, (ii) the contents of any
certificate, report or other document delivered hereunder or in connection
herewith, (iii) the performance or observance of any of the covenants,
agreements or other terms or conditions set forth herein, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement or any other
agreement, instrument or document, or (v) the satisfaction of any condition set
forth in Article IV or elsewhere herein, other than to confirm receipt of items
expressly required to be delivered to the Administrative Agent.

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      SECTION 8.4. RELIANCE BY AGENTS. The Administrative Agent shall be
entitled to rely upon, and shall not incur any liability for relying upon, any
notice, request, certificate, consent, statement, instrument, document or other
writing believed by it to be genuine and to have been signed or sent by the
proper Person. The Administrative Agent also may rely upon any statement made to
it orally or by telephone and believed by it to be made by the proper Person,
and shall not incur any liability for relying thereon. The Administrative Agent
may consult with legal counsel, independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken by it
in accordance with the advice of any such counsel, accountants or experts.

      SECTION 8.5. SUB-AGENTS. The Administrative Agent may perform any and all
its duties and exercise its rights and powers by or through any one or more
sub-agents appointed by it. The Administrative Agent and any such sub-agent may
perform any and all its duties and exercise its rights and powers through their
respective Related Parties. The exculpatory provisions of the preceding
paragraphs shall apply to any such sub-agent and to the Related Parties of the
Administrative Agent and any such sub-agent of such Related Parties, and shall
apply to their respective activities in connection with the syndication of the
credit facilities provided for herein as well as activities as Administrative
Agent.

      SECTION 8.6. RESIGNATION/SUCCESSOR ADMINISTRATIVE AGENT. Subject to the
appointment and acceptance of a successor Administrative Agent, as provided in
this paragraph, (a) the Administrative Agent may resign at any time by notifying
the Lenders, the Issuing Banks and the Company and (b) the Required Lenders may
remove the Administrative Agent in the event of the Administrative Agent's gross
negligence or willful misconduct. Upon any such resignation or removal, the
Required Lenders shall have the right, in consultation with the Company (so long
as no Event of Default has occurred and is continuing), to appoint a successor.
If no successor shall have been so appointed by the Required Lenders and shall
have accepted such appointment within 30 days after the retiring Administrative
Agent gives notice of its resignation, then the retiring Administrative Agent
may, on behalf of the Lenders and the Issuing Banks, appoint a successor
Administrative Agent which shall be a bank with an office in New York, New York,
or an Affiliate of any such bank; provided that such successor Administrative
Agent shall have total assets of not less than $10,000,000,000; and provided
further that if the Administrative Agent shall notify the Company and the
Lenders that no qualifying Person has accepted such appointment, then such
resignation shall nonetheless become effective in accordance with such notice
and thereafter (i) the retiring Administrative Agent shall be discharged from
its duties and obligations hereunder and under the other Loan Documents and (ii)
all payments, communications and determinations provided to be made by, to or
through the Administrative Agent shall instead be made by or to each Lender and
the Issuing Banks directly, until such time as the Required Lenders appoint and
the Company consents to a successor Administrative Agent as provided for above
in this Section. Upon the acceptance of its appointment as Administrative Agent
hereunder by a successor, such successor shall succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Administrative
Agent and the retiring Administrative Agent shall be discharged from its duties
and obligations hereunder. The fees payable by the Company to a successor
Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Company and such successor. After the
resignation of the Administrative Agent, the provisions of this Article and
Section 9.3 shall continue in effect for the benefit of such retiring
Administrative Agent, its sub-agents and their respective Related Parties in
respect of any actions taken or omitted to be taken by any of them while it was
acting as Administrative Agent.

      Any resignation by Bank of America as Administrative Agent pursuant to
this Section shall also constitute its resignation as an Issuing Bank and Swing
Line Lender. Upon the acceptance of a successor's appointment as Administrative
Agent hereunder, (A) such successor shall succeed to and

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become vested with all of the rights, powers, privileges and duties of the
retiring Issuing Bank and Swing Line Lender, (B) the retiring Issuing Bank and
Swing Line Lender shall be discharged from all of their respective duties and
obligations hereunder or under the other Loan Documents, and (C) the successor
Issuing Bank shall issue letters of credit in substitution for the Letters of
Credit, if any, outstanding at the time of such succession or make other
arrangements satisfactory to the retiring Issuing Bank to effectively assume the
obligations of the retiring Issuing Bank with respect to such Letters of Credit.

      SECTION 8.7. NON-RELIANCE ON ADMINISTRATIVE AGENT OR OTHER LENDERS. Each
Lender acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Lender also acknowledges that it
will, independently and without reliance upon the Administrative Agent or any
other Lender and based on such documents and information as it shall from time
to time deem appropriate, continue to make its own decisions in taking or not
taking action under or based upon this Agreement, any related agreement or any
document furnished hereunder or thereunder.

      SECTION 8.8. CO-SYNDICATION AGENTS, DOCUMENTATION AGENT AND SOLE LEAD
ARRANGER AND SOLE BOOK RUNNER. Each entity which is identified on the cover
hereof as a "Co-Syndication Agent", "Documentation Agent", "Co-Agent" or "Sole
Lead Arranger and Sole Book Runner" shall not have any duties or obligations
under this Agreement or any other Loan Document in its capacity as such.

                                   ARTICLE IX.

                                  MISCELLANEOUS

      SECTION 9.1. NOTICES

            (a) Notices. Except in the case of notices and other communications
      expressly permitted to be given by telephone, all notices and other
      communications provided for herein shall be in writing and shall be
      delivered by hand or overnight courier service, mailed by certified or
      registered mail or sent by telecopy, as follows:

                  (i) if to the Company or any other Loan Party: W.P. Carey &
            Co. LLC, 50 Rockefeller Plaza, New York, New York 10020, Attention
            of Mark DeCesaris, Chief Financial Officer (Telecopy No.
            212-492-8922);

                  (ii) if to the Administrative Agent:

                        (A) for payments and Requests for Credit Extensions:
                  Bank of America, N.A., Bank of America Plaza, 901 Main Street,
                  TX1-492-14-04, Dallas, Texas 75202-3714, Attention of Jennifer
                  A. Ollek, Credit Services Representative (Telephone,
                  214-209-2642, Fax, 214-290-8374, Email,
                  Jennifer.a.ollek@bankofamerica.com);

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<PAGE>

                        (B) for other notices as Administrative Agent: Bank of
                  America, N.A. One Independence Center, 101 North Tryon Street,
                  Charlotte, NC 28255, Attention of Randy S. Pino, Agency
                  Management Officer, (Telephone, 704-387-5451, Fax,
                  704-409-0319, Email, randy.s.pino@bankofamerica.com);

                  (iii) if to Bank of America, N.A., as Issuing Bank: Bank of
            America, N.A., Trade Operations, 1000 West Temple Street,
            CA9-705-07-05, Los Angeles, California 90012-1514, Attention of
            Sandra M. Leon, Operations Consultant (Telephone, 213-580-8369, Fax,
            213-580-8440, Email, Sandra.m.leon@bankofamerica.com);

                  (iv) if to the Swing Line Lender: Bank of America, N.A, Bank
            of America Plaza, 901 Main Street, TX1-492-14-04, Dallas, Texas
            75202-3714, Attention of Jennifer A. Ollek, Credit Services
            Representative (Telephone, 214-209-2642, Fax, 214-290-8374, Email,
            Jennifer.a.ollek@bankofamerica.com); and

                  (v) if to any other Lender or to any other Issuing Bank, to it
            at its address (or telecopy number) set forth in its Administrative
            Questionnaire or as otherwise communicated in writing to the Company
            and the Administrative Agent.

      All notices and other communications given to any party hereto in
accordance with the provisions of this Agreement shall be deemed to have been
given on the date of receipt.

            (b) Electronic Communications. Notices and other communications to
      the Lenders and the Issuing Banks hereunder may be delivered or furnished
      by electronic communication (including e-mail and Internet or intranet
      websites) pursuant to procedures approved by the Administrative Agent;
      provided that the foregoing shall not apply to notices to any Lender or
      any Issuing Bank pursuant to Article II if such Lender or such Issuing
      Bank, as applicable, has notified the Administrative Agent that it is
      incapable of receiving notices under such Article by electronic
      communication. The Administrative Agent, the Company or any Loan Party
      may, in its discretion, agree to accept notices and other communications
      to it hereunder by electronic communications pursuant to procedures
      approved by it; provided that approval of such procedures may be limited
      to particular notices or communications.

      Unless the Administrative Agent otherwise prescribes, (i) notices and
other communications sent to an e-mail address shall be deemed received upon the
sender's receipt of an acknowledgement from the intended recipient (such as by
the "return receipt requested" function, as available, return e-mail or other
written acknowledgement), provided that if such notice or other communication is
not sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on
the next business day for the recipient, and (ii) notices or communications
posted to an Internet or intranet website shall be deemed received upon the
deemed receipt by the intended recipient at its e-mail address as described in
the foregoing clause (i) of notification that such notice or communication is
available and identifying the website address therefor.

            (c) Communication through Internet. In no event shall the
      Administrative Agent or any of its Related Parties (collectively, the
      "Agent Parties") have any liability to any Loan Party, any Lender, the
      Issuing Banks or any other Person for losses, claims, damages, liabilities
      or expenses of any kind (whether in tort, contract or otherwise) arising
      out of any Loan Party's or the Administrative Agent's transmission of
      information through the Internet, except to the extent that

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      such losses, claims, damages, liabilities or expenses are determined by a
      court of competent jurisdiction by a final and nonappealable judgment to
      have resulted from the gross negligence or willful misconduct of such
      Agent Party; provided, however, that in no event shall any Agent Party
      have any liability to any Loan Party, any Lender, the Issuing Banks or any
      other Person for indirect, special, incidental, consequential or punitive
      damages (as opposed to direct or actual damages).

            (d) Change of Address, Etc. Each of the Loan Parties, the
      Administrative Agent, the Issuing Banks and the Swing Line Lender may
      change its address, telecopier or telephone number for notices and other
      communications hereunder by notice to the other parties hereto. Each other
      Lender may change its address, telecopier or telephone number for notices
      and other communications hereunder by notice to the Company, the
      Administrative Agent, the Issuing Banks and the Swing Line Lender. In
      addition, each Lender agrees to notify the Administrative Agent from time
      to time to ensure that the Administrative Agent has on record (i) an
      effective address, contact name, telephone number, telecopier number and
      electronic mail address to which notices and other communications may be
      sent and (ii) accurate wire instructions for such Lender.

            (e) Reliance by Administrative Agent, Issuing Banks and Lenders. The
      Administrative Agent, the Issuing Banks and the Lenders shall be entitled
      to rely and act upon any notices (including telephonic Borrowing Requests)
      purportedly given by or on behalf of the Company even if (i) such notices
      were not made in a manner specified herein, were incomplete or were not
      preceded or followed by any other form of notice specified herein, or (ii)
      the terms thereof, as understood by the recipient, varied from any
      confirmation thereof. All telephonic notices to and other telephonic
      communications with the Administrative Agent may be recorded by the
      Administrative Agent, and each of the parties hereto hereby consents to
      such recording.

      SECTION 9.2. WAIVERS; AMENDMENTS.

            (a) No failure or delay by the Administrative Agent, an Issuing Bank
      or any Lender in exercising any right or power hereunder shall operate as
      a waiver thereof, nor shall any single or partial exercise of any such
      right or power, or any abandonment or discontinuance of steps to enforce
      such a right or power, preclude any other or further exercise thereof or
      the exercise of any other right or power. The rights and remedies of the
      Administrative Agent, the Issuing Banks, the Swing Line Lender and the
      Lenders hereunder are cumulative and are not exclusive of any rights or
      remedies that they would otherwise have. No waiver of any provision of
      this Agreement or consent to any departure by a Loan Party therefrom shall
      in any event be effective unless the same shall be permitted by paragraph
      (b) of this Section 9.2, and then such waiver or consent shall be
      effective only in the specific instance and for the purpose for which
      given. Without limiting the generality of the foregoing, the making of a
      Loan or issuance of a Letter of Credit shall not be construed as a waiver
      of any Default, regardless of whether the Administrative Agent, any Lender
      or any Issuing Bank may have had notice or knowledge of such Default at
      the time.

            (b) Neither this Agreement nor any provision hereof may be waived,
      amended or modified except pursuant to an agreement or agreements in
      writing entered into by the Company and the Required Lenders or by the
      Company and the Administrative Agent with the consent of the Required
      Lenders; provided that no such agreement shall (i) change the Commitment
      or the Note of any Lender without the written consent of such Lender
      (other than pursuant to an assignment under Section 9.4 or a reduction of
      Commitments under Section 2.9), (ii) reduce the principal amount of any
      Loan or LC Disbursement or reduce the rate of interest thereon, or reduce
      any fees payable hereunder, without the written consent of each Lender
      affected thereby,

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<PAGE>

      (iii) postpone the scheduled date of payment of the principal amount of
      any Loan or LC Disbursement, or any interest thereon, or any fees payable
      hereunder, or reduce the amount of, waive or excuse any such payment, or
      postpone the scheduled date of expiration of any Commitment, or permit the
      expiration date of any Letter of Credit to be after the date specified in
      clause (ii) of Section 2.6(c), without the written consent of each Lender
      affected thereby (other than extensions of the Maturity Date in accordance
      with Section 2.5), (iv) change Section 2.18(b) in a manner that would
      alter the pro rata sharing of payments required thereby, without the
      written consent of each Lender, (v) change any of the provisions of this
      Section or the definition of "Required Lenders" or any other provision
      hereof specifying the number or percentage of Lenders required to waive,
      amend or modify any rights hereunder or make any determination or grant
      any consent hereunder, without the written consent of each Lender or (vi)
      release the Guarantor from its obligations under Article X; provided
      further that no such agreement shall amend, modify or otherwise affect the
      rights or duties of the Administrative Agent, the Swing Line Lender or the
      Issuing Banks hereunder without, in addition, the prior written consent of
      the Administrative Agent, the Swing Line Lender or the Issuing Banks, as
      the case may be; provided, further, SCHEDULE 1.1(a) may be amended by the
      Company without the consent of the Required Lenders solely to update the
      information contained therein. Notwithstanding the foregoing, no
      amendment, waiver or consent shall, unless in writing and signed by the
      Designating Lender on behalf of its Designated Bank affected thereby, (a)
      subject such Designated Bank to any additional obligations, (b) reduce the
      principal of, interest on, or other amounts due with respect to, the
      Designated Bank Note made payable to such Designated Bank, or (c) postpone
      any date fixed for any payment of principal of, or interest on, or other
      amounts due with respect to, the Designated Bank Note made payable to such
      Designated Bank.

      SECTION 9.3. EXPENSES; INDEMNITY; DAMAGE WAIVER.

            (a) The Company shall pay, or cause to be paid, (i) all reasonable
      out-of-pocket expenses incurred by the Administrative Agent and its
      Affiliates, including the reasonable fees, charges and disbursements of
      counsel for the Administrative Agent, in connection with the syndication
      of the credit facility provided for herein, the preparation and
      administration of this Agreement or any amendments, modifications or
      waivers of the provisions hereof (whether or not the transactions
      contemplated hereby or thereby shall be consummated), (ii) all reasonable
      out-of-pocket expenses incurred by an Issuing Bank in connection with the
      issuance, amendment or extension of any Letter of Credit or any demand for
      payment thereunder and (iii) all out-of-pocket expenses incurred by the
      Administrative Agent, the Issuing Banks, the Swing Line Lender or any
      Lender, including the fees, charges and disbursements of any counsel for
      the Administrative Agent, the Issuing Banks, the Swing Line Lender or any
      Lender, in connection with the enforcement or protection of its rights in
      connection with this Agreement, including its rights under this Section,
      or in connection with the Loans made or Letters of Credit issued
      hereunder, including all such out-of-pocket expenses incurred during any
      workout, restructuring or negotiations in respect of such Loans or Letters
      of Credit.

            (b) The Company shall indemnify the Administrative Agent, the
      Issuing Banks, the Swing Line Lender and each Lender, and each Related
      Party of any of the foregoing Persons (each such Person being called an
      "Indemnitee") against, and hold each Indemnitee harmless from, any and all
      losses, claims, damages, liabilities and related expenses, including the
      fees, charges and disbursements of any counsel for any Indemnitee,
      incurred by or asserted against any Indemnitee arising out of, in
      connection with, or as a result of (i) the execution or delivery of this
      Agreement or any agreement or instrument contemplated hereby, the
      performance by the parties hereto of their respective obligations
      hereunder or the consummation of the Transactions or any other
      transactions contemplated hereby, (ii) any Loan or Letter of Credit or any
      request therefor,

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      or the use of the proceeds therefrom (including any refusal by an Issuing
      Bank to honor a demand for payment under a Letter of Credit if the
      documents presented in connection with such demand do not strictly comply
      with the terms of such Letter of Credit), (iii) any actual or alleged
      presence or release of Hazardous Materials on or from any property owned,
      leased or operated by a Loan Party or any of its Subsidiaries, or any
      Environmental Liability related in any way to the Loan Parties or any of
      their Subsidiaries, or (iv) any actual or prospective claim, litigation,
      investigation or proceeding relating to any of the foregoing, whether
      based on contract, tort or any other theory and regardless of whether any
      Indemnitee is a party thereto; provided that such indemnity shall not, as
      to any Indemnitee, be available to the extent that such losses, claims,
      damages, liabilities or related expenses resulted from the gross
      negligence or willful misconduct of such Indemnitee.

            (c) To the extent that the Company fails to pay, or cause to be
      paid, any amount required to be paid by it to the Administrative Agent,
      the Swing Line Lender or an Issuing Bank under paragraph (a) or (b) of
      this Section, each Lender severally agrees to pay to the Administrative
      Agent, the Swing Line Lender or such Issuing Bank, as the case may be,
      such Lender's Applicable Percentage (determined as of the time that the
      applicable unreimbursed expense or indemnity payment is sought) of such
      unpaid amount; provided that the unreimbursed expense or indemnified loss,
      claim, damage, liability or related expense, as the case may be, was
      incurred by or asserted against the Administrative Agent, the Swing Line
      Lender or such Issuing Bank in its capacity as such.

            (d) To the extent permitted by applicable law, a Loan Party shall
      not assert, and hereby waive, any claim against any Indemnitee, on any
      theory of liability, for special, indirect, consequential or punitive
      damages (as opposed to direct or actual damages) arising out of, in
      connection with, or as a result of, this Agreement or any agreement or
      instrument contemplated hereby, the Transactions, any Loan or Letter of
      Credit or the use of the proceeds thereof.

            (e) All amounts due under this Section shall be payable promptly
      after written demand therefor.

      SECTION 9.4. 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
      assigns permitted hereby (including any Affiliate of an Issuing Bank that
      issues any Letter of Credit), except that the Loan Parties may not assign
      or otherwise transfer any of their rights or obligations hereunder without
      the prior written consent of each Lender (and any attempted assignment or
      transfer by a Loan Party without such consent shall be null and void).
      Nothing in this Agreement, expressed or implied, shall be construed to
      confer upon any Person (other than the parties hereto, their respective
      successors and assigns permitted hereby (including any Affiliate of an
      Issuing Bank that issues any Letter of Credit) and, to the extent
      expressly contemplated hereby, the Related Parties of each of the
      Administrative Agent, the Issuing Banks, the Swing Line Lender and the
      Lenders) any legal or equitable right, remedy or claim under or by reason
      of this Agreement.

            (b) Any Lender may assign to one or more assignees all or a portion
      of its rights and obligations under this Agreement (including all or a
      portion of its Commitment and the Loans at the time owing to it); provided
      that (i) except in the case of an assignment to a Lender or a Lender
      Affiliate, the Company (so long as no Event of Default has occurred and is
      continuing), the Administrative Agent, the Swing Line Lender and the
      Issuing Banks must give their prior written consent to such assignment
      (which consent shall not be unreasonably withheld), (ii) except in the

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      case of an assignment to a Lender or a Lender Affiliate or an assignment
      of the entire remaining amount of the assigning Lender's Commitment, the
      amount of the Commitment of the assigning Lender subject to each such
      assignment (determined as of the date the Assignment and Acceptance with
      respect to such assignment is delivered to the Administrative Agent) shall
      not be less than $5,000,000 unless each of the Company (so long as no
      Event of Default has occurred and is continuing) and the Administrative
      Agent otherwise consent, (iii) each partial assignment shall be made as an
      assignment of a proportionate part of all the assigning Lender's rights
      and obligations under this Agreement, except that this clause (iii) shall
      not apply to rights in respect of outstanding Competitive Loans or the
      right of the Swing Line Lender as to Swing Line Loans, (iv) the parties to
      each assignment shall execute and deliver to the Administrative Agent an
      Assignment and Acceptance, together with a processing and recordation fee
      of $3,000 and (v) the assignee, if it shall not be a Lender, shall deliver
      to the Administrative Agent an Administrative Questionnaire. Subject to
      acceptance and recording thereof pursuant to paragraph (d) of this
      Section, from and after the effective date specified in each Assignment
      and Acceptance the assignee thereunder shall be a party hereto and, to the
      extent of the interest assigned by such Assignment and Acceptance, have
      the rights and obligations of a Lender under this Agreement, and the
      assigning Lender thereunder shall, to the extent of the interest assigned
      by such Assignment and Acceptance, be released from its obligations under
      this Agreement arising from and after the date of such assignment (and, in
      the case of an Assignment and Acceptance covering all of the assigning
      Lender's rights and obligations under this Agreement, such Lender shall
      cease to be a party hereto but shall continue to be entitled to the
      benefits of Sections 2.15, 2.16, 2.17 and 9.3). Any assignment or transfer
      by a Lender of rights or obligations under this Agreement that does not
      comply with this paragraph shall be treated for purposes of this Agreement
      as a sale by such Lender of a participation in such rights and obligations
      in accordance with paragraph (e) of this Section. If the consent of the
      Company is required pursuant to this Section 9.4, and the Company does not
      respond to the Administrative Agent's request for consent within five
      Business Days of such request, the consent shall be deemed given.

            (c) The Administrative Agent shall maintain at one of its offices a
      copy of each Assignment and Acceptance delivered to it and a register for
      the recordation of the names and addresses of the Lenders, and the
      Commitment of, and principal amount of the Loans and LC Disbursements
      owing to, each Lender pursuant to the terms hereof from time to time (the
      "Register"). The entries in the Register shall be conclusive, and the Loan
      Parties, the Administrative Agent, the Issuing Banks, the Swing Line
      Lender and the Lenders may treat each Person whose name is recorded in the
      Register pursuant to the terms hereof as a Lender hereunder for all
      purposes of this Agreement, notwithstanding notice to the contrary. The
      Register shall be available for inspection by any Loan Party, the Issuing
      Banks, the Swing Line Lender and any Lender, at any reasonable time and
      from time to time upon reasonable prior notice.

            (d) Upon its receipt of a duly completed Assignment and Acceptance
      executed by an assigning Lender and an assignee, the assignee's completed
      Administrative Questionnaire (unless the assignee shall already be a
      Lender hereunder), the processing and recordation fee referred to in
      paragraph (b) of this Section 9.4 and any written consent to such
      assignment required by paragraph (b) of this Section 9.4, the
      Administrative Agent shall accept such Assignment and Acceptance and
      record the information contained therein in the Register. No assignment
      shall be effective for purposes of this Agreement unless it has been
      recorded in the Register as provided in this paragraph.

            (e) Any Lender may, without the consent of or notice to the Loan
      Parties, the Administrative Agent, the Swing Line Lender or the Issuing
      Banks, sell participations to one or more banks or other entities (a
      "Participant") in all or a portion of such Lender's rights and

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      obligations under this Agreement (including all or a portion of its
      Commitment and the Loans owing to it); provided that (i) such Lender's
      obligations under this Agreement shall remain unchanged, (ii) such Lender
      shall remain solely responsible to the other parties hereto for the
      performance of such obligations and (iii) the Loan Parties, the
      Administrative Agent, the Issuing Banks and the other Lenders shall
      continue to deal solely and directly with such Lender in connection with
      such Lender's rights and obligations under this Agreement. Any agreement
      or instrument pursuant to which a Lender sells such a participation shall
      provide that such Lender shall retain the sole right to enforce this
      Agreement and to approve any amendment, modification or waiver of any
      provision of this Agreement; provided that such agreement or instrument
      may provide that such Lender will not, without the consent of the
      Participant, agree to any amendment, modification or waiver described in
      the first proviso to Section 9.2(b) that affects such Participant. Subject
      to paragraph (f) of this Section 9.4, the Loan Parties agree that each
      Participant shall be entitled to the benefits of Sections 2.15, 2.16 and
      2.17 to the same extent as if it were a Lender and had acquired its
      interest by assignment pursuant to paragraph (b) of this Section. To the
      extent permitted by law, each Participant also shall be entitled to the
      benefits of Section 9.8 as though it were a Lender, provided such
      Participant agrees to be subject to Section 2.18(c) as though it were a
      Lender.

            (f) A Participant shall not be entitled to receive any greater
      payment under Section 2.15 or 2.17 than the applicable Lender would have
      been entitled to receive with respect to the participation sold to such
      Participant, unless the sale of the participation to such Participant is
      made with the Company's prior written consent. A Participant that would be
      a Foreign Lender if it were a Lender shall not be entitled to the benefits
      of Section 2.17 unless the Company is notified of the participation sold
      to such Participant and such Participant agrees, for the benefit of the
      Company, to comply with Section 2.17(e) as though it were a Lender.

            (g) Any Lender may at any time pledge or assign or grant a security
      interest in all or any portion of its rights under this Agreement to
      secure obligations of such Lender, including any pledge or assignment or
      grant of a security interest to secure obligations to a Federal Reserve
      Bank, and this Section shall not apply to any such pledge or assignment or
      grant of a security interest; provided that no such pledge or assignment
      or grant of a security interest shall release a Lender from any of its
      obligations hereunder or substitute any such pledgee or assignee or
      grantee for such Lender as a party hereto.

            (h) Any Lender (each, a "Designating Lender") may at any time
      designate one Designated Bank to fund Competitive Loans on behalf of such
      Designating Lender subject to the terms of this Section 9.4(h) and the
      provisions in Sections 9.4(b) and (e) shall not apply to such designation.
      No Lender may designate more than one Designated Bank. The parties to each
      such designation shall execute and deliver to the Administrative 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 Bank, the
      Administrative Agent will accept such Designation Agreement and will give
      prompt notice thereof to the Company, whereupon, (i) the Borrowers shall
      execute and deliver to the Designating Bank a Designated Bank Note payable
      to the order of the Designated Bank, (ii) from and after the effective
      date specified in the Designation Agreement, the Designated Bank shall
      become a party to this Agreement with a right to make Competitive Loans on
      behalf of its Designating Lender pursuant to Section 2.4 after a Borrower
      has accepted a Competitive Loan (or portion thereof) of such Designating
      Lender, and (iii) the Designated Bank 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 Bank which is not otherwise
      required to repay obligations of such Designated Bank which are then due
      and payable; provided, however, that regardless of such

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      designation and assumption by the Designated Bank, the Designating Lender
      shall be and remain obligated to the Loan Parties, the Administrative
      Agent, the Issuing Banks and the other Lenders for each and every of the
      obligations of the Designating Lender and its related Designated Bank with
      respect to this Agreement, including, without limitation, any
      indemnification obligations hereunder and any sums otherwise payable to
      the Loan Parties by the Designated Bank. Each Designating Lender shall
      serve as the administrative agent of the Designated Bank and shall on
      behalf of, and to the exclusion of, the Designated Bank: (i) receive any
      and all payments made for the benefit of the Designated Bank 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 notice, communication, vote, approval, waiver, consent
      or amendment shall be signed by the Designating Lender as administrative
      agent for the Designated Bank and shall not be signed by the Designated
      Bank on its own behalf but shall be binding on the Designated Bank to the
      same extent as if actually signed by the Designated Bank. The Loan
      Parties, the Administrative Agent, the Issuing Banks and the Lenders may
      rely thereon without any requirement that the Designated Bank sign or
      acknowledge the same. No Designated Bank 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 Bank.

      SECTION 9.5. SURVIVAL. All covenants, agreements, representations and
warranties made by the Company herein and in the certificates or other
instruments delivered in connection with or pursuant to this Agreement shall be
considered to have been relied upon by the other parties hereto and shall
survive the execution and delivery of this Agreement and the making of any Loans
and issuance of any Letters of Credit, regardless of any investigation made by
any such other party or on its behalf and notwithstanding that the
Administrative Agent, the Issuing Banks, the Swing Line Lender or any Lender may
have had notice or knowledge of any Default or incorrect representation or
warranty at the time any credit is extended hereunder, and shall continue in
full force and effect as long as the principal of or any accrued interest on any
Loan or any fee or any other amount payable under this Agreement is outstanding
and unpaid or any Letter of Credit is outstanding and so long as the Commitments
have not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and
9.3 and Article VIII shall survive and remain in full force and effect
regardless of the consummation of the transactions contemplated hereby, the
repayment of the Loans, the expiration or termination of the Letters of Credit
and the Commitments, the resignation of the Administrative Agent, an Issuing
Bank or the Swing Line Lender or the termination of this Agreement or any
provision hereof.

      SECTION 9.6. COUNTERPARTS; INTEGRATION; EFFECTIVENESS. This Agreement may
be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Agreement and any
separate letter agreements with respect to fees payable to the Administrative
Agent constitute the entire contract among the parties relating to the subject
matter hereof and supersede any and all previous agreements and understandings,
oral or written, relating to the subject matter hereof. This Agreement shall
become effective when it shall have been executed by the Administrative Agent
and when the Administrative Agent shall have received counterparts hereof which,
when taken together, bear the signatures of each of the other parties hereto,
and thereafter shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns in accordance with Section
9.4. Delivery of an executed counterpart of a signature page of this Agreement
by telecopy shall be effective as delivery of a manually executed counterpart of
this Agreement.

      SECTION 9.7. SEVERABILITY. Any provision of this Agreement held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the

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remaining provisions hereof; and the invalidity of a particular provision in a
particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

      SECTION 9.8. RIGHT OF SETOFF. If an Event of Default shall have occurred
and be continuing, each Lender and each of its Affiliates is hereby authorized
at any time and from time to time, to the fullest extent permitted by law, to
set off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other obligations at any time owing
by such Lender or Affiliate to or for the credit or the account of any or all of
the Loan Parties against any of and all the obligations of the Loan Parties now
or hereafter existing under this Agreement held by such Lender, irrespective of
whether or not such Lender shall have made any demand under this Agreement and
although such obligations may be unmatured. The rights of each Lender under this
Section are in addition to other rights and remedies (including other rights of
setoff) which such Lender may have.

      SECTION 9.9. GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS.

            (a) This Agreement shall be construed in accordance with and
      governed by the law of the State of New York.

            (b) Each party to this Agreement hereby irrevocably and
      unconditionally submits, for itself and its property, to the nonexclusive
      jurisdiction of the Supreme Court of the State of New York sitting in New
      York County and of the United States District Court of the Southern
      District of New York, and any appellate court from any thereof, in any
      action or proceeding arising out of or relating to this Agreement, or for
      recognition or enforcement of any judgment, and each of the parties hereto
      hereby irrevocably and unconditionally agrees that all claims in respect
      of any such action or proceeding may be heard and determined in such New
      York State or, to the extent permitted by law, in such Federal court. Each
      of the parties hereto agrees that a final judgment in any such action or
      proceeding shall be conclusive and may be enforced in other jurisdictions
      by suit on the judgment or in any other manner provided by law. Nothing in
      this Agreement shall affect any right that any party hereto may otherwise
      have to bring any action or proceeding relating to this Agreement against
      any other party or their properties in the courts of any jurisdiction.

            (c) Each party hereto hereby irrevocably and unconditionally waives,
      to the fullest extent it may legally and effectively do so, any objection
      which it may now or hereafter have to the laying of venue of any suit,
      action or proceeding arising out of or relating to this Agreement in any
      court referred to in paragraph (b) of this Section 9.9. Each of the
      parties hereto hereby irrevocably waives, to the fullest extent permitted
      by law, the defense of an inconvenient forum to the maintenance of such
      action or proceeding in any such court.

            (d) Each party to this Agreement irrevocably consents to service of
      process in the manner provided for notices in Section 9.1. Nothing in this
      Agreement will affect the right of any party to this Agreement to serve
      process in any other manner permitted by law.

      SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING

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WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION 9.10.

      SECTION 9.11. HEADINGS. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.

      SECTION 9.12. CONFIDENTIALITY. Each of the Administrative Agent, the
Issuing Banks, the Swing Line Lender and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its and its Affiliates' directors, officers, employees
and agents, including accountants, legal counsel and other advisors (it being
understood that the Persons to whom such disclosure is made will be informed of
the confidential nature of such Information and instructed to keep such
Information confidential), (b) to the extent requested by any regulatory
authority, (c) to the extent required by applicable laws or regulations or by
any subpoena or similar legal process, (d) to any other party to this Agreement,
(e) in connection with the exercise of any remedies hereunder or any suit,
action or proceeding relating to this Agreement or the enforcement of rights
hereunder, (f) subject to an agreement containing provisions substantially the
same as those of this Section, to (i) any assignee of or Participant in, or any
prospective assignee of or Participant in, any of its rights or obligations
under this Agreement or (ii) any actual or prospective counterparty (or its
advisors) to any swap or derivatives transaction relating to the Company and its
obligations, (g) with the consent of the Company, (h) to the extent such
Information (i) becomes publicly available other than as a result of a breach of
this Section or (ii) becomes available to the Administrative Agent, an Issuing
Bank, the Swing Line Lender or any Lender on a non-confidential basis from a
source other than the Company, or (i) to the extent provided in Section 9.16.
For the purposes of this Section, "Information" means all information received
from any Loan Party relating to the Loan Parties or their business, other than
any such information that is available to the Administrative Agent, an Issuing
Bank, the Swing Line Lender or any Lender on a non-confidential basis prior to
disclosure by a Loan Party. Any Person required to maintain the confidentiality
of Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of
care to maintain the confidentiality of such Information as such Person would
accord to its own confidential information.

      SECTION 9.13. INTEREST RATE LIMITATION. Notwithstanding anything herein to
the contrary, if at any time the interest rate applicable to any Loan, together
with all fees, charges and other amounts which are treated as interest on such
Loan under applicable law (collectively the "Charges"), shall exceed the maximum
lawful rate (the "Maximum Rate") which may be contracted for, charged, taken,
received or reserved by the Lender holding such Loan in accordance with
applicable law, the rate of interest payable in respect of such Loan hereunder,
together with all Charges payable in respect thereof, shall be limited to the
Maximum Rate and, to the extent lawful, the interest and Charges that would have
been payable in respect of such Loan but were not payable as a result of the
operation of this Section shall be cumulated and the interest and Charges
payable to such Lender in respect of other Loans or periods shall be increased
(but not above the Maximum Rate therefor) until such cumulated amount, together
with interest thereon at the Federal Funds Effective Rate to the date of
repayment, shall have been received by such Lender.

      SECTION 9.14. NO BANKRUPTCY PROCEEDINGS. Each of the Loan Parties, the
Administrative Agent, the Issuing Banks and the Lenders hereby agrees that it
will not institute against any Designated Bank or join any other Person in
instituting against any Designated Bank any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceeding under any federal or state
bankruptcy or similar law, until the later to occur of (i) one year and one day
after the payment in full of the latest maturing commercial paper note issued by
such Designated Bank and (ii) the Maturity Date.

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      SECTION 9.15. USA PATRIOT ACT. Each Lender hereby notifies each of the
Loan Parties that pursuant to the requirements of the USA Patriot Act (Title III
of Pub. L. 107-56 (signed into law October 26, 2001)) (the "Act"), it is
required to obtain, verify and record information that identifies such Loan
Party, which information includes the name and address of the Company and other
information that will allow such Lender to identify such Loan Party in
accordance with the Act.

      SECTION 9.16. NO ADVISORY OR FIDUCIARY RESPONSIBILITY.

      Each of the Loan Parties acknowledges and agrees that the Administrative
Agent and its Affiliates may be engaged in a broad range of transactions that
involve interests that differ from those of the Loan Parties and their
respective Affiliates, including, without limitation, providing debt financing,
equity capital or other services (including financial advisory services) to
other companies, and neither the Administrative Agent nor its Affiliates has any
obligation to disclose any of such interests to the Loan Parties or their
respective Affiliates. Furthermore, each of the Loan Parties acknowledges and
agrees that in connection with all aspects of each transaction contemplated by
this Credit Agreement, the Borrower, on the one hand, and the Administrative
Agent and its Affiliates, on the other hand, have arms-length business
relationships that create no fiduciary duty on the part of any party hereto, and
each Loan Party expressly disclaims any fiduciary relationship.

      SECTION 9.17. JOINT AND SEVERAL LIABILITY OF BORROWERS.

            (a) Each of the Borrowers is accepting joint and several liability
      hereunder and under the other Loan Documents in consideration of the
      financial accommodations to be provided by the Administrative Agent, the
      Issuing Banks and the Lenders under this Agreement, for the mutual
      benefit, directly and indirectly, of each of the Borrowers and in
      consideration of the undertakings of the other Borrowers to accept joint
      and several liability for the Obligations.

            (b) Each of the Borrowers, jointly and severally, hereby irrevocably
      and unconditionally accepts, not merely as a surety but also as a
      co-debtor, joint and several liability with the other Borrowers, with
      respect to the payment and performance of all of the Obligations, it being
      the intention of the parties hereto that all the Obligations shall be the
      joint and several obligations of each Borrower without preferences or
      distinction among them.

            (c) If and to the extent that any Borrower shall fail to make any
      payment with respect to any of the Obligations as and when due or to
      perform any of the Obligations in accordance with the terms thereof, then
      in each such event the other Borrowers will make such payment with respect
      to, or perform, such Obligation.

            (d) The Obligations of each Borrower under the provisions of this
      Section 9.17 constitute the absolute and unconditional, full recourse
      Obligations of each Borrower enforceable against each such Borrower to the
      full extent of its properties and assets, irrespective of the validity,
      regularity or enforceability of this Agreement or any other circumstances
      whatsoever.

            (e) Except as otherwise expressly provided in this Agreement, each
      Borrower hereby waives notice of acceptance of its joint and several
      liability, notice of any Loans made or Letters of Credit issued under or
      pursuant to this Agreement, notice of the occurrence of any Default, or of
      any demand for any payment under this Agreement, notice of any action at
      any time taken or omitted by the Administrative Agent, the Issuing Banks
      or the Lenders, or any of them, under or in respect of any of the
      Obligations, any requirement of diligence or to mitigate damages and,
      generally, to the extent permitted by applicable law, all demands, notices
      and other formalities of

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      every kind in connection with this Agreement (except as otherwise provided
      in this Agreement). To the extent permitted by applicable law, each
      Borrower hereby assents to, and waives notice of, any extension or
      postponement of the time for the payment of any of the Obligations, the
      acceptance of any payment of any of the Obligations, the acceptance of any
      partial payment thereon, any waiver, consent or other action or
      acquiescence by the Administrative Agent, the Issuing Banks or the
      Lenders, or any of them, at any time or times in respect of any default by
      any Borrower in the performance or satisfaction of any term, covenant,
      condition or provision of this Agreement, any and all other indulgences
      whatsoever by the Administrative Agent, Issuing Banks or the Lenders, or
      any of them, in respect of any of the Obligations, and the taking,
      addition, substitution or release, in whole or in part, at any time or
      times, of any security for any of the Obligations or the addition,
      substitution or release, in whole or in part, of any Borrower. Without
      limiting the generality of the foregoing, each Borrower assents to any
      other action or delay in acting or failure to act on the part of the
      Administrative Agent, Issuing Banks or the Lenders, or any of them, with
      respect to the failure by any Borrower to comply with any of its
      respective Obligations, including, without limitation, any failure
      strictly or diligently to assert any right or to pursue any remedy or to
      comply fully with applicable laws or regulations thereunder, which might,
      but for the provisions of this Section 9.17 afford grounds for
      terminating, discharging or relieving any Borrower, in whole or in part,
      from any of its Obligations under this Section 9.17, it being the
      intention of each Borrower that, so long as any of the Obligations
      hereunder remain unsatisfied, the Obligations of such Borrower under this
      Section 9.17 shall not be discharged except by performance and then only
      to the extent of such performance. The Obligations of each Borrower under
      this Section 9.17 shall not be diminished or rendered unenforceable by any
      winding up, reorganization, arrangement, liquidation, reconstruction or
      similar proceeding with respect to any Borrower or the Administrative
      Agent, the Issuing Banks or the Lenders, or any of them. The joint and
      several liability of each Borrower hereunder shall continue in full force
      and effect notwithstanding any absorption, merger, amalgamation or any
      other change whatsoever in the name, constitution or place of formation of
      any of the Borrowers or the Administrative Agent, the Issuing Banks or the
      Lenders, or any of them.

            (f) The provisions of this Section 9.17 are made for the benefit of
      the Administrative Agent, the Issuing Banks, the Lenders and their
      respective successors and assigns, and may be enforced by it or them from
      time to time against any or all Borrowers as often as occasion therefor
      may arise and without requirement on the part of Administrative Agent,
      Issuing Banks or any Lender, successor or assign first to marshal any of
      its or their claims or to exercise any of its or their rights against any
      Borrower or to exhaust any remedies available to it or them against any
      Borrower or to resort to any other source or means of obtaining payment of
      any of the Obligations hereunder or to elect any other remedy. The
      provisions of this Section 9.17 shall remain in effect until all of the
      Obligations shall have been indefeasibly paid in full or otherwise fully
      satisfied. If, at any time, any payment, or any part thereof, made in
      respect of any of the Obligations, is rescinded or must otherwise be
      restored or returned by the Administrative Agent, Issuing Banks or any
      Lender upon the insolvency, bankruptcy or reorganization of any Borrower,
      or otherwise, the provisions of this Section 9.17 will forthwith be
      reinstated in effect, as though such payment had not been made.

            (g) Each Borrower hereby agrees that it will not enforce any of its
      rights of contribution or subrogation against any other Borrower with
      respect to any liability incurred by it hereunder or under any of the
      other Loan Documents, any payments made by it to the Administrative Agent,
      an Issuing Bank or any Lender with respect to any of the Obligations or
      any collateral security therefor until such time as all of the Obligations
      have been paid in full in cash. Any claim which any Borrower may have
      against the other Borrowers with respect to any payments to the
      Administrative Agent, an Issuing Bank or any Lender hereunder or under any

                                       74
<PAGE>

      other Loan Documents is hereby expressly made subordinate and junior in
      right of payment, including without limitation, as to any increases in the
      Obligations arising hereunder or thereunder, to the prior payment in full
      in cash of the Obligations and, in the event of any insolvency,
      bankruptcy, receivership, liquidation, reorganization or other similar
      proceeding under the laws of any jurisdiction relating to any Borrower,
      its debts or its assets, whether voluntary or involuntary, all such
      Obligations shall be paid in full in cash before any payment or
      distribution of any character, whether in cash, securities or other
      property, shall be made to the other Borrowers therefor.

            (h) Notwithstanding any provision to the contrary contained herein
      or in any of the other Loan Documents, to the extent the obligations of
      any Borrower shall be adjudicated to be invalid or unenforceable for any
      reason (including, without limitation, because of any applicable state or
      federal law relating to fraudulent conveyances or transfers) then the
      obligations of such Borrower hereunder shall be limited to the maximum
      amount that is permissible under applicable law (whether federal or state
      and including, without limitation, the Bankruptcy Code of the United
      States).

            (i) Each Borrower hereby appoints the Company to act as its agent
      for all purposes under this Agreement (including, without limitation, with
      respect to all matters related to the borrowing and repayment of Loans and
      the issuance of Letters of Credit) and agrees that (i) the Company may
      execute such documents on behalf of the Borrowers as the Company deems
      appropriate in its sole discretion and the Borrowers shall be obligated by
      all of the terms of any such document executed on their behalf, (ii) any
      notice or communication delivered by the Administrative Agent or any
      Lender to the Company shall be deemed delivered to each Borrower and (iii)
      the Administrative Agent, the Issuing Banks or the Lenders may accept, and
      be permitted to rely on, any document, instrument or agreement executed by
      the Company on behalf of the Borrowers.

                                   ARTICLE X.

                                    GUARANTY

SECTION 10.1. THE GUARANTY.

      The Guarantor hereby guarantees to each Lender, as primary obligor and not
as surety, the prompt payment of the Obligations in full when due (whether at
stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash
collateralization or otherwise) strictly in accordance with the terms thereof.
The Guarantor hereby further agrees that if any of the Obligations are not paid
in full when due (whether at stated maturity, as a mandatory prepayment, by
acceleration, as a mandatory cash collateralization or otherwise), the Guarantor
will promptly pay the same, without any demand or notice whatsoever, and that in
the case of any extension of time of payment or renewal of any of the
Obligations, the same will be promptly paid in full when due (whether at
extended maturity, as a mandatory prepayment, by acceleration, as a mandatory
cash collateralization or otherwise) in accordance with the terms of such
extension or renewal.

      Notwithstanding any provision to the contrary contained herein or in any
other of the Loan Documents, the obligations of the Guarantor under this
Agreement and the other Loan Documents shall be limited to an aggregate amount
equal to the largest amount that would not render such obligations subject to
avoidance under the Debtor Relief Laws or any comparable provisions of any
applicable state law.

SECTION 10.2. OBLIGATIONS UNCONDITIONAL.

                                       75
<PAGE>

      The obligations of the Guarantor under Section 10.1 are absolute and
unconditional, irrespective of the value, genuineness, validity, regularity or
enforceability of any of the Obligations, any of the Loan Documents or any other
agreement or instrument referred to therein, or any substitution, release,
impairment or exchange of any other guarantee of or security for any of the
Obligations, and, to the fullest extent permitted by applicable law,
irrespective of any other circumstance whatsoever which might otherwise
constitute a legal or equitable discharge or defense of a surety or guarantor,
it being the intent of this Section 10.2 that the obligations of the Guarantor
hereunder shall be absolute and unconditional under any and all circumstances.
The Guarantor agrees that it shall have no right of subrogation, indemnity,
reimbursement or contribution against any Borrower for amounts paid under this
Article X until such time as the Obligations have been paid in full, the
Commitments have expired or terminated, there exists no obligation of any
Issuing Bank to issue a Letter of Credit and all Letters of Credit have been
fully drawn or expired. Without limiting the generality of the foregoing, it is
agreed that, to the fullest extent permitted by law, the occurrence of any one
or more of the following shall not alter or impair the liability of the
Guarantor hereunder, which shall remain absolute and unconditional as described
above:

            (a) at any time or from time to time, without notice to the
      Guarantor, the time for any performance of or compliance with any of the
      Obligations shall be extended, or such performance or compliance shall be
      waived;

            (b) any of the acts mentioned in any of the provisions of any of the
      Loan Documents between any Loan Party and any Lender, or any other
      agreement or instrument referred to in the Loan Documents shall be done or
      omitted;

            (c) the maturity of any of the Obligations shall be accelerated, or
      any of the Obligations shall be modified, supplemented or amended in any
      respect, or any right under any of the Loan Documents between any Loan
      Party and any Lender, or any other agreement or instrument referred to in
      the Loan Documents shall be waived or any other guarantee of any of the
      Obligations or any security therefor shall be released, impaired or
      exchanged in whole or in part or otherwise dealt with;

            (d) any Lien granted to, or in favor of, the Administrative Agent or
      any Lender or Lenders as security for any of the Obligations shall fail to
      attach or be perfected; or

            (e) any of the Obligations shall be determined to be void or
      voidable (including, without limitation, for the benefit of any creditor
      of the Guarantor) or shall be subordinated to the claims of any Person
      (including, without limitation, any creditor of the Guarantor).

      With respect to its obligations hereunder, the Guarantor hereby expressly
waives diligence, presentment, demand of payment, protest and all notices
whatsoever (other than notices to the Guarantor which are specifically required
under a Loan Document to which the Guarantor is a party), and any requirement
that the Administrative Agent or any Lender exhaust any right, power or remedy
or proceed against any Person under any of the Loan Documents between any Loan
Party and any Lender, or any Affiliate of a Lender, or any other agreement or
instrument referred to in the Loan Documents or against any other Person under
any other guarantee of, or security for, any of the Obligations.

SECTION 10.3. REINSTATEMENT.

      The obligations of the Guarantor under this Article X shall be
automatically reinstated if and to the extent that for any reason any payment by
or on behalf of any Person in respect of the Obligations is rescinded or must be
otherwise restored by any holder of any of the Obligations, whether as a result
of any proceedings in bankruptcy or reorganization or otherwise, and the
Guarantor agrees that it will indemnify the Administrative Agent and each Lender
on demand for all reasonable costs and expenses (including, without

                                       76
<PAGE>

limitation, the reasonable fees, charges and disbursements of counsel) incurred
by the Administrative Agent or such Lender in connection with such rescission or
restoration, including any such costs and expenses incurred in defending against
any claim alleging that such payment constituted a preference, fraudulent
transfer or similar payment under any bankruptcy, insolvency or similar law.

SECTION 10.4. CERTAIN ADDITIONAL WAIVERS.

      The Guarantor further agrees that it shall have no right of recourse to
security for the Obligations, except through the exercise of rights of
subrogation pursuant to Section 10.2 and through the exercise of rights of
contribution pursuant to Section 10.6.

SECTION 10.5. REMEDIES.

      The Guarantor agrees that, to the fullest extent permitted by law, as
between the Guarantor, on the one hand, and the Administrative Agent and the
Lenders, on the other hand, the Obligations may be declared to be forthwith due
and payable as provided in Section 7.1 (and shall be deemed to have become
automatically due and payable in the circumstances provided in Section 7.1) for
purposes of Section 10.1 notwithstanding any stay, injunction or other
prohibition preventing such declaration (or preventing the Obligations from
becoming automatically due and payable) as against any other Person and that, in
the event of such declaration (or the Obligations being deemed to have become
automatically due and payable), the Obligations (whether or not due and payable
by any other Person) shall forthwith become due and payable by the Guarantor for
purposes of Section 10.1.

SECTION 10.6. GUARANTY OF PAYMENT; CONTINUING GUARANTEE.

      The guarantee in this Article X is a guaranty of payment and not of
collection, is a continuing guaranty, and shall apply to all Obligations
whenever arising.

                  [Remainder of Page Intentionally Left Blank]

                                       77
<PAGE>

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

COMPANY:                              W. P. CAREY & CO.  LLC,
                                      a Delaware limited liability company

                                      By:    /s/ Robert C. Kehoe
                                             -----------------------------------
                                      Name:  Robert C. Kehoe
                                      Title: First Vice President and Treasurer

<PAGE>

BORROWERS:       CORPORATE PROPERTY ASSOCIATES,
                 a California limited partnership
                      By: CAREY MANAGEMENT LLC, its General Partner
                          By: W. P. CAREY & CO. LLC, its sole member

                 CORPORATE PROPERTY ASSOCIATES 4,
                 A CALIFORNIA LIMITED PARTNERSHIP
                      By: CAREY MANAGEMENT LLC, its General Partner
                          By: W. P. CAREY & CO. LLC, its sole member

                 CORPORATE PROPERTY ASSOCIATES 6 -
                 A CALIFORNIA LIMITED PARTNERSHIP
                      By: CAREY MANAGEMENT LLC, its General Partner
                          By: W. P. CAREY & CO. LLC, its sole member

                 CORPORATE PROPERTY ASSOCIATES 9, L.P.,
                 A DELAWARE LIMITED PARTNERSHIP
                      By: CAREY MANAGEMENT LLC, its General Partner
                          By: W. P. CAREY & CO. LLC, its sole member

                 CD UP LP,
                 a Delaware limited partnership
                      By: BILL CD LLC, its General Partner
                          By: W. P. CAREY & CO. LLC, its sole member

                 VENICE (CA) LP,
                 a Delaware limited partnership
                      By: CA (ADS) LLC, its General Partner
                          By: W. P. CAREY & CO. LLC, its sole member

                 (CA) CHC LP,
                  a Delaware limited partnership
                      By: CITRUS HEIGHTS (CA) GP, LLC, its General Partner
                          By: W. P. CAREY & CO. LLC, its sole member

                 DRAYTON PLAINS (MI), LLC,
                 a Delaware limited liability company
                      By: W. P. CAREY & CO. LLC, its sole member

                 QRS 11-2 (AR), LLC,
                 a Delaware limited liability company
                      By: W. P. CAREY & CO. LLC, its sole member

                 QRS 10-18 (FL), LLC,
                 a Delaware limited liability company
                      By: W. P. CAREY & CO. LLC, its sole member

                 QRS 11-12 (FL), LLC,
                 a Delaware limited liability company
                      By: W. P. CAREY & CO. LLC, its sole member

<PAGE>

                     QRS 11-14 (NC), LLC,
                     a Delaware limited liability company
                          By: W. P. CAREY & CO. LLC, its sole member

                     ABI (TX) LIMITED PARTNERSHIP,
                     a Delaware limited partnership
                          By: ABI (TX) LLC, its General Partner
                              By: W. P. CAREY & CO. LLC, its sole member

                     BUD LIMITED LIABILITY COMPANY,
                     a Tennessee limited liability company
                          By: W. P. CAREY & CO. LLC, its sole member

                     WALS (IN) LLC,
                     a Delaware limited liability company
                          By: W. P. CAREY & CO. LLC, its sole member

                     TORREY PINES LIMITED PARTNERSHIP,
                     A CALIFORNIA LIMITED PARTNERSHIP
                          By: TORREY PINES, LLC, its General Partner
                              By: W. P. CAREY & CO. LLC, its sole member

                     CAREY TECHNOLOGY PROPERTIES II LLC,
                     a Delaware limited liability company
                          By: W. P. CAREY & CO. LLC, its sole member

                     By: /s/ Robert C. Kehoe
                         -----------------------------------------------
                     Name:  Robert C. Kehoe
                     Title: First Vice President and Treasurer of W. P.
                            Carey & Co. LLC

<PAGE>

                     BROOMFIELD PROPERTIES CORP.,
                     a Colorado corporation

                     PAPER LIMITED LIABILITY COMPANY,
                     a Delaware limited liability company

                     By: /s/ Robert C. Kehoe
                         -----------------------------------------------
                     Name:  Robert C. Kehoe
                     Title: President of each of the above Borrowers

<PAGE>

                    BUILD (CA) QRS 12-24, INC.,
                    a California corporation

                    By: /s/ Robert C. Kehoe
                        -----------------------------------------------
                    Name:  Robert C. Kehoe
                    Title: First Vice President and Treasurer

                    SPEC (CA) QRS 12-20, INC.,
                    a California corporation

                    By: /s/ Robert C. Kehoe
                        -----------------------------------------------
                    Name:  Robert C. Kehoe
                    Title: First Vice President and Treasurer

                    W.P. CAREY INTERNATIONAL LLC,
                    a Delaware limited liability company

                    By: /s/ Edward V. LaPuma
                        -----------------------------------------------
                    Name:  Edward V. LaPuma
                    Title: President, Board Member

                    CAREY ASSET MANAGEMENT CORP.,
                    a Delaware corporation

                    By: /s/ Donna M. Neiley
                        -----------------------------------------------
                    Name:  Donna M. Neiley
                    Title: Senior Vice President

                    CAREY REIT, INC.,
                    a Maryland corporation

                    By: /s/ Thomas Zacharias
                        -----------------------------------------------
                    Name:  Thomas Zacharias
                    Title: Chief Operating Officer

<PAGE>

ADMINISTRATIVE
AGENT:                  BANK OF AMERICA, N.A.,
                        as Administrative Agent

                        By: /s/ Mollie S. Canup
                            -----------------------------------------------
                        Name:  Mollie S. Canup
                        Title: VP; Agency Management Officer III

<PAGE>

LENDERS:        BANK OF AMERICA, N.A.,
                as a Lender, Issuing Bank and Swing Line Lender

                By: /s/ Steven B. Carlson
                    -----------------------------------------------
                Name:  Steven B. Carlson
                Title: Vice President

                THE BANK OF NEW YORK

                By: /s/ David Applebaum
                    -----------------------------------------------
                Name:  David Applebaum
                Title: Vice President

                JPMORGAN CHASE BANK, N.A.

                By: /s/ Sharon R. Harris
                    -----------------------------------------------
                Name:  Sharon R. Harris
                Title: Senior Vice President

                PNC BANK, NATIONAL ASSOCIATION

                By: /s/ Brian P. Kelly
                    -----------------------------------------------
                Name:  Brian P. Kelly
                Title: Vice President

                CHARTER ONE BANK, N.A.

                By: /s/ Florentina Djulvezan
                    -----------------------------------------------
                Name:  Florentina Djulvezan
                Title: Vice President

                EUROHYPO AG NEW YORK BRANCH

                By: /s/ John Lippmann
                    -----------------------------------------------
                Name:  John Lippmann
                Title: Director

                By: /s/ John Hayes
                    -----------------------------------------------
                Name:  John Hayes
                Title: Vice President

<PAGE>

                     WELLS FARGO BANK, NATIONAL ASSOCIATION

                     By: /s/ Jan LaChapelle
                         -----------------------------------------------
                     Name:  Jan LaChapelle
                     Title: Relationship Manager

                     KBC BANK N.V.

                     By: /s/ Francis X. Payne
                         -----------------------------------------------
                     Name:  Francis X. Payne
                     Title: Vice President

                     By: /s/ Robert Snauffer
                         -----------------------------------------------
                     Name:  Robert Snauffer
                     Title: First Vice President

                     COMERICA BANK

                     By: /s/ Adam Sheets
                         -----------------------------------------------
                     Name:  Adam Sheets
                     Title: Account Officer

<PAGE>

                                 SCHEDULE 1.1(a)

                             LENDERS AND COMMITMENTS

<TABLE>
<CAPTION>
Lender                                    Commitment    Applicable Percentage
--------------------------------------   ------------   ---------------------
<S>                                      <C>                <C>
Bank of America, N.A.                    $ 35,000,000       14.000000000%
The Bank of New York                     $ 33,000,000       13.200000000%
JPMorgan Chase Bank, N.A.                $ 33,000,000       13.200000000%
PNC Bank, National Association           $ 33,000,000       13.200000000%
Charter One Bank, N.A.                   $ 33,000,000       13.200000000%
Eurohypo AG New York Branch              $ 30,000,000       12.000000000%
Wells Fargo Bank, National Association   $ 23,000,000        9.200000000%
KBC Bank N.V.                            $ 20,000,000        8.000000000%
Comerica Bank                            $ 10,000,000        4.000000000%
TOTAL                                    $250,000,000      100.000000000%
</TABLE>

<PAGE>

                                 SCHEDULE 1.1(b)

                                    CPA REITS

1.    Corporate Property Associates 14 Incorporated

2.    Corporate Property Associates 15 Incorporated

3.    Corporate Property Associates 16 - Global Incorporated

4.    Corporate Property Associates 17 - Global Incorporated

<PAGE>

                                  SCHEDULE 3.6

                                DISCLOSED MATTERS

The matters described in Item 3 of the Financial Statements on Form 10-K for the
period ended December 31, 2006.