<PAGE>

                                                                    EXHIBIT 10.1

================================================================================
                                               Published CUSIP Number: 42220UAA7

                                CREDIT AGREEMENT

                          Dated as of January 25, 2006

                                      among

                      HEALTHCARE REALTY TRUST INCORPORATED,
                                  as Borrower,

                            THE LENDERS PARTY HERETO

                                       and

                             BANK OF AMERICA, N.A.,
                             as Administrative Agent

                                       and

                       WACHOVIA BANK, NATIONAL ASSOCIATION
                                       and
                             UBS LOAN FINANCE LLC,
                            as Co-Syndication Agents

                                       and

                             CALYON NEW YORK BRANCH
                                       and
                       LASALLE BANK NATIONAL ASSOCIATION,
                           as Co-Documentation Agents

                                       and

                          KEYBANK NATIONAL ASSOCIATION,
                                  SUNTRUST BANK
                                       and
                                  REGIONS BANK,
                                  as Co-Agents

                                       and

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

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Article and Section                                                                               Page
----------------------------------------------------------------------------------------------    ----
<S>                                                                                               <C>
ARTICLE I  DEFINITIONS AND ACCOUNTING TERMS...................................................     1
         1.01     Defined Terms...............................................................     1
         1.02     Interpretive Provisions.....................................................    22
         1.03     Accounting Terms............................................................    22
         1.04     Rounding....................................................................    23
         1.05     References to Agreements and Laws...........................................    23
         1.06     Times of Day................................................................    23
         1.07     Letter of Credit Amounts....................................................    23
ARTICLE II  COMMITMENTS AND EXTENSIONS OF CREDIT..............................................    23
         2.01     Commitments.................................................................    23
         2.02     Borrowings, Conversions and Continuations...................................    25
         2.03     Additional Provisions with respect to Letters of Credit.....................    27
         2.04     Additional Provisions with respect to Swing Line Loans......................    32
         2.05     Additional Provisions relating to Competitive Revolving Loans...............    34
         2.06     Repayment of Loans..........................................................    36
         2.07     Prepayments.................................................................    37
         2.08     Termination or Reduction of Commitments.....................................    38
         2.09     Interest....................................................................    38
         2.10     Fees........................................................................    38
         2.11     Computation of Interest and Fees............................................    40
         2.12     Payments Generally..........................................................    40
         2.13     Sharing of Payments.........................................................    41
         2.14     Evidence of Debt............................................................    42
ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY............................................    43
         3.01     Taxes.......................................................................    43
         3.02     Illegality..................................................................    44
         3.03     Inability to Determine Rates................................................    45
         3.04     Increased Cost; Capital Adequacy............................................    45
         3.05     Compensation for Losses.....................................................    46
         3.06     Mitigation Obligations; Replacement of Lenders..............................    47
         3.07     Survival Losses.............................................................    47
ARTICLE IV        ............................................................................    48
CONDITIONS PRECEDENT TO EXTENSIONS OF CREDIT..................................................    48
         4.01     Conditions to Initial Extensions of Credit..................................    48
         4.02     Conditions to Extensions of Credit..........................................    49
ARTICLE V         ............................................................................    50
REPRESENTATIONS AND WARRANTIES................................................................    50
         5.01     Corporate Existence and Power...............................................    50
         5.02     Corporate and Governmental Authorization; No Contravention..................    50
         5.03     Binding Effect..............................................................    50
         5.04     Litigation..................................................................    50
         5.05     Compliance with ERISA.......................................................    50
         5.06     Environmental Matters.......................................................    51
         5.07     Material Subsidiaries and Specified Affiliates..............................    52
         5.08     Not an Investment Company...................................................    52
         5.09     Margin Stock................................................................    53
         5.10     Compliance with Laws........................................................    53
         5.11     Absence of Liens............................................................    53
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                                 <C>
         5.12     Indebtedness................................................................      53
         5.13     Contingent Liabilities......................................................      53
         5.14     Investments.................................................................      53
         5.15     Solvency....................................................................      53
         5.16     Taxes.......................................................................      54
         5.17     REIT Status.................................................................      54
         5.18     Specified Affiliates........................................................      54
         5.19     Financial Condition.........................................................      54
         5.20     No Material Adverse Effect..................................................      54
ARTICLE VI COVENANTS..........................................................................      54
         6.01     Information.................................................................      55
         6.02     Payment of Obligations......................................................      57
         6.03     Maintenance of Property; Insurance..........................................      58
         6.04     Conduct of Business and Maintenance of Existence............................      58
         6.05     Compliance with Laws........................................................      58
         6.06     Inspection of Property, Books and Records...................................      59
         6.07     Negative Pledge.............................................................      59
         6.08     Consolidations, Mergers and Sales and Transfers of Assets...................      60
         6.09     Creation of Subsidiaries....................................................      60
         6.10     Incurrence and Existence of Debt............................................      61
         6.11     Transactions with Affiliates................................................      62
         6.12     Use of Proceeds.............................................................      62
         6.13     Organization Documents......................................................      62
         6.14     Investments.................................................................      62
         6.15     Repurchase, Retirement or Redemption of Capital Stock; Dividends............      63
         6.16     Financial Covenants.........................................................      63
         6.17     Specified Affiliates........................................................      63
         6.18     REIT Status.................................................................      63
         6.19     Leases......................................................................      63
         6.20     Favorable Treatment.........................................................      64
         6.21     Construction and Development................................................      64
         6.22     Limitation on Certain Agreements............................................      64
ARTICLE VII       ............................................................................      64
EVENTS OF DEFAULT AND REMEDIES................................................................      64
         7.01     Events of Default...........................................................      64
         7.02     Application of Funds........................................................      66
ARTICLE VIII ADMINISTRATIVE AGENT.............................................................      67
         8.01     Appointment and Authorization of Administrative Agent.......................      67
         8.02     Delegation of Duties........................................................      68
         8.03     Liability of Administrative Agent...........................................      68
         8.04     Reliance by Administrative Agent............................................      68
         8.05     Notice of Default...........................................................      69
         8.06     Credit Decision; Disclosure of Information by Administrative Agent..........      69
         8.07     Indemnification of Administrative Agent.....................................      69
         8.08     Administrative Agent in its Individual Capacity.............................      70
         8.09     Successor Administrative Agent..............................................      70
         8.10     Administrative Agent May File Proofs of Claim...............................      71
         8.11     Guaranty Matters............................................................      71
         8.12     Other Agents; Arrangers and Managers........................................      72
ARTICLE IX MISCELLANEOUS......................................................................      72
         9.01     Amendments, Etc.............................................................      72
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                                                 <C>
9.02     Notices and Other Communications; Facsimile Copies...................................      73
9.03     No Waiver; Cumulative Remedies.......................................................      75
9.04     Attorney Costs, Expenses and Taxes...................................................      75
9.05     Indemnification by the Borrower......................................................      75
9.06     Payments Set Aside...................................................................      76
9.07     Successors and Assigns...............................................................      76
9.08     Confidentiality......................................................................      79
9.09     Set-off..............................................................................      80
9.10     Interest Rate Limitation.............................................................      80
9.11     Counterparts.........................................................................      80
9.12     Integration..........................................................................      80
9.13     Survival of Representations and Warranties...........................................      81
9.14     Severability.........................................................................      81
9.15     Replacement of Lenders...............................................................      81
9.16     Source of Funds......................................................................      82
9.17     GOVERNING LAW........................................................................      83
9.18     WAIVER OF RIGHT TO TRIAL BY JURY.....................................................      83
9.19     No Conflict..........................................................................      83
9.20     USA PATRIOT Act Notice...............................................................      83
9.21     Entire Agreement.....................................................................      84
</TABLE>

                                       iii
<PAGE>

                                    SCHEDULES

2.01    Lenders and Commitments
2.03    Existing Letters of Credit
5.04    Litigation
5.06    Environmental Matters
5.07    Material Subsidiaries and Specified Affiliates
5.10    Compliance with Laws
5.12    Indebtedness
5.13    Contingent Liabilities
5.14    Investments
9.02    Notice Addresses

                                    EXHIBITS

2.01(f) Form of Lender Joinder Agreement
2.02    Form of Loan Notice
2.05(a) Form of Bid Request
2.05(b) Form of Competitive Bid
2.14-1  Form of Revolving Note
2.14-2  Form of Swing Line Note
6.01    Form of Compliance Certificate
6.20    Form of Guaranty
9.07    Form of Assignment and Assumption

                                       iv
<PAGE>

                                CREDIT AGREEMENT

      This CREDIT AGREEMENT ("Credit Agreement") is entered into as of January
25, 2006, among HEALTHCARE REALTY TRUST INCORPORATED, a Maryland corporation
(the "Borrower"), the Lenders party hereto, and BANK OF AMERICA, N.A., as
Administrative Agent.

      WHEREAS, the Borrower has requested that the Lenders provide $400 million
in revolving credit facilities for the purposes set forth herein; and

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

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

                                    ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS

      1.01 Defined Terms.

      As used in this Credit Agreement, the following terms have the meanings
set forth below:

      "Absolute Rate" means a fixed rate of interest expressed in multiples of
1/100th of one basis point.

      "Absolute Rate Loan" means a Competitive Revolving Loan that bears
interest at a rate determined with reference to an Absolute Rate.

      "Acquisition" means the purchase or acquisition by any Person of (a) more
than 50% of the Capital Stock with ordinary voting power of another Person or
(b) all or any substantial portion of the property (other than Capital Stock) of
another Person, whether or not involving a merger or consolidation with such
Person.

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

      "Administrative Agent's Fee Letter" means the letter agreement dated as of
December 1, 2005 among the Borrower, the Arranger and the Administrative Agent,
as amended and modified.

      "Administrative Agent's Office" means the Administrative Agent's address
and, as appropriate, account as set forth on Schedule 9.02, or such other
address or account as the Administrative Agent may from time to time notify the
Borrower and the Lenders.

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

<PAGE>

      "Affiliate" means, with respect to any 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.

      "Agent-Related Persons" means the Administrative Agent, together with its
Affiliates (including, in the case of Bank of America in its capacity as the
Administrative Agent, the Arranger), and the officers, directors, employees,
agents and attorneys-in-fact of such Persons and Affiliates.

      "Aggregate Commitments" means the Commitments of all the Lenders.

      "Aggregate Revolving Commitments" means the Revolving Commitments of all
the Lenders.

      "Aggregate Revolving Committed Amount" has the meaning provided in Section
2.01(a).

      "Applicable Percentage" means, for any day, the rate per annum set forth
below opposite the applicable Debt Rating:

<TABLE>
<CAPTION>
          Debt Ratings     Eurodollar Margin and
Pricing     (or their        Letter of Credit     Base Rate
 Level     equivalents)            Fee              Margin    Facility Fee
-------  ----------------  ---------------------  ---------  -------------
<S>      <C>               <C>                    <C>        <C>
1         A-/A3 or better         .600%               0%         .15%
2           BBB+/ Baa1            .725%               0%         .15%
3            BBB/ Baa2            .800%               0%         .20%
4           BBB-/ Baa3            .900%               0%         .20%
5        below BBB-/ Baa3        1.200%             .50%         .30%
</TABLE>

The Borrower will maintain a Debt Rating at all times with at least two (2)
Ratings Services, and the Borrower may, at its option, obtain a third Debt
Rating from another Ratings Service. The applicable Pricing Level will be
determined by reference to the Debt Ratings; provided that:

            (a) if Debt Ratings are provided by two (2) Ratings Services and the
      Debt Ratings by the Rating Services indicate different Pricing Levels,
      then (A) if they are only one level apart, the applicable Pricing Level
      shall be determined by reference to the higher or better Debt Rating and
      shall be set at the Pricing Level indicated thereby, and (B) if they are
      more than one level apart, the applicable Pricing Level shall be
      determined by reference to the lower (or worse) Debt Rating and shall be
      set at one Pricing Level above the Pricing Level that would be indicated
      by the lower Debt Rating (e.g., if the Debt Rating by one of the Rating
      Services is A- and the Debt Rating by another of the Rating Services is
      Baa3, the Applicable Percentage would be set at Pricing Level 3),

            (b) if Debt Ratings are provided by three (3) or more Ratings
      Services acceptable to the Administrative Agent and the Debt Ratings
      indicate different Pricing Levels, then the applicable Pricing Level shall
      be determined by reference to the lower of the two (2) highest (or best)
      Debt Ratings and shall be set at the Pricing Level indicated thereby, and

            (c) if a Debt Rating is not provided by at least two (2) Ratings
      Services, or if no Debt Rating is available, then the Applicable
      Percentage shall be Pricing Level 5.

The Applicable Percentage shall be determined and adjusted on the first Business
Day following the date of any change in the Debt Rating. Adjustments in the
Applicable Percentage shall be effective as to all

                                        2
<PAGE>

Extensions of Credit, existing and prospective, from the date of adjustment.
Determinations by the Administrative Agent of the applicable Pricing Level shall
be conclusive absent manifest error. The Administrative Agent shall promptly
notify the Lenders of changes in the Applicable Percentage.

      "Approved Bank" has the meaning provided in the definition of "Cash
Equivalents".

      "Approved Fund" means any Fund that is administered or managed by (a) a
Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an
entity that administers or manages a Lender.

      "Arranger" means Banc of America Securities LLC, in its capacity as sole
lead arranger and sole book manager.

      "Asset Sale" means any sale, lease or other disposition (including any
such transaction effected by way of merger, amalgamation or consolidation) by
the Borrower or any of its Subsidiaries or Specified Affiliates subsequent to
the date hereof of any asset (including stock), including without limitation any
sale-leaseback transaction, whether or not involving a Capital Lease, but
excluding (a) any sale, lease or other disposition in the ordinary course of
business of real property which is the subject of mortgage liens permitted
hereunder, (b) any sale, lease or other disposition of raw materials, supplies
or other nonfixed assets in the ordinary course of business, (c) any sale, lease
or other disposition of surplus, obsolete or worn out machinery, equipment,
molds or other manufacturing equipment in the ordinary course of business to the
extent that the aggregate book value of all of such assets sold, leased or
otherwise disposed of in a fiscal year does not exceed $5 million, (d) any sale
or other disposition in the ordinary course of business of readily marketable
securities, (e) any disposition of cash not prohibited hereunder, and (f) the
issuance of any shares of stock in any Specified Affiliate to any officer,
director or employee of the Borrower.

      "Assignment and Assumption" means an Assignment and Assumption
substantially in the form of Exhibit 9.07.

      "Attorney Costs" means and includes all fees, expenses and disbursements
of any law firm or other external counsel and, without duplication, the
allocated cost of internal legal services and all expenses and disbursements of
internal counsel.

      "Attributable Principal Amount" means (a) in the case of capital leases,
the amount of capital lease obligations determined in accordance with GAAP, (b)
in the case of Synthetic Leases, an amount determined by capitalization of the
remaining lease payments thereunder as if it were a capital lease determined in
accordance with GAAP, (c) in the case of Securitization Transactions, the
outstanding principal amount of such financing, after taking into account
reserve amounts and making appropriate adjustments, determined by the
Administrative Agent in its reasonable judgment and (d) in the case of Sale and
Leaseback Transactions, the present value (discounted in accordance with GAAP at
the debt rate implied in the applicable lease) of the obligations of the lessee
for rental payments during the term of such lease).

      "Bank of America" means Bank of America, N.A., together with its
successors.

      "Base Rate" means for any day a fluctuating rate per annum equal to the
higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest
in effect for such day as publicly announced from time to time by Bank of
America as its "prime rate". The "prime rate" 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 Bank of America

                                        3
<PAGE>

shall take effect at the opening of business on the day specified in the public
announcement of such change.

      "Base Rate Loan" means a Loan that bears interest based on the Base Rate.

      "BBA Libor" has the meaning provided in the definition of "Eurodollar Base
Rate".

      "Bid Borrowing" means a borrowing consisting of simultaneous Competitive
Revolving Loans of the same Type from each of the Lenders whose offer to make
one or more Competitive Revolving Loans as part of such borrowing has been
accepted under the auction bidding procedures described in Section 2.05.

      "Bid Request" means a written request for one or more Competitive
Revolving Loans substantially in the form of Exhibit 2.05(a).

      "Borrower" has the meaning provided in the recitals hereto.

      "Borrower Materials" has the meaning provided in Section 6.01.

      "Borrowing" means (a) a borrowing consisting of simultaneous Committed
Revolving Loans of the same Type and, in the case of Eurodollar Rate Loans,
having the same Interest Period, (b) a Bid Borrowing, or (c) a borrowing of
Swing Line Loans, as appropriate.

      "Business Day" means any day other than a Saturday, Sunday or other day on
which commercial banks are authorized to close under the Laws of, or are in fact
closed in, the state where the Administrative Agent's Office is located and, if
such day relates to any Eurodollar Rate Loan, means any such day on which
dealings in Dollar deposits are conducted by and between banks in the London
interbank eurodollar market.

      "Capital Lease" means a lease that would be capitalized on a balance sheet
of the lessee prepared in accordance with GAAP.

      "Capital Stock" means (a) in the case of a corporation, capital stock, (b)
in the case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of capital
stock, (c) in the case of a partnership, partnership interests (whether general
or limited), (d) in the case of a limited liability company, membership
interests and (e) any other interest or participation that confers on a Person
the right to receive a share of the profits and losses of, or distributions of
assets of, the issuing Person.

      "Cash Collateral" means cash or deposit account balances pursuant to
documentation in form and substance reasonably satisfactory to the
Administrative Agent and the L/C Issuer pledged and deposited with or delivered
to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders,
as collateral for the L/C Obligations.

      "Cash Equivalents" means (a) securities issued or directly and fully
guaranteed or insured by (i) the United States or any agency or instrumentality
thereof (provided that the full faith and credit of the United States is pledged
in support thereof) having maturities of not more than twelve (12) months from
the date of acquisition, (b) time deposits and certificates of deposit of (i)
any Lender, (ii) any domestic commercial bank of recognized standing having
capital and surplus in excess of $500 million or (iii) any bank whose short-term
commercial paper rating from S&P is at least A-1 or the equivalent thereof or
from Moody's is at least P-1 or the equivalent thereof (each an "Approved
Bank"), in each case with maturities of not more than

                                        4
<PAGE>

270 days from the date of acquisition, (c) commercial paper and variable or
fixed rate notes issued by any Approved Bank (or by the parent company thereof)
or any variable rate notes issued by, or guaranteed by, any domestic corporation
rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the equivalent
thereof) or better by Moody's and maturing within six (6) months of the date of
acquisition, (d) repurchase agreements entered into by any Person with a bank or
trust company (including any of the Lenders) or recognized securities dealer
having capital and surplus in excess of $500 million for direct obligations
issued by or fully guaranteed by the United States in which such Person shall
have a perfected first priority security interest (subject to no other Liens)
and having, on the date of purchase thereof, a fair market value of at least
100% of the amount of the repurchase obligations and (e) Investments (classified
in accordance with GAAP as current assets) in money market investment programs
registered under the Investment Company Act of 1940, as amended, that are
administered by reputable financial institutions having capital of at least $500
million and the portfolios of which are limited to Investments of the character
described in the foregoing subclauses hereof.

      "CERCLA" has the meaning provided in Section 5.06.

      "CERCLIS" has the meaning provided in Section 5.06.

      "Change in Law" means the occurrence, after the date of this Credit
Agreement, of any of the following: (a) the adoption or taking effect of any
law, rule, regulation or treaty, (b) any change in any law, rule, regulation or
treaty or in the administration, interpretation or application thereof by any
Governmental Authority or (c) the making or issuance of any request, guideline
or directive (whether or not having the force of law) by any Governmental
Authority.

      "Change of Control" means the occurrence of any of the following events:
(a) any Person or two or more Persons acting in concert shall have acquired
beneficial ownership, directly or indirectly, of, or shall have acquired by
contract or otherwise, or shall have entered into a contract or arrangement
that, upon consummation, will result in its or their acquisition of or control
over, voting stock of the Borrower (or other securities convertible into such
voting stock) representing 35% or more of the combined voting power of all
voting stock of the Borrower, or (b) during any period of up to 24 consecutive
months, commencing after the Closing Date, individuals who at the beginning of
such 24 month period were directors of the Borrower (together with any new
director whose election by the Borrower's Board of Directors or whose nomination
for election by the Borrower's shareholders was approved by a vote of at least
two-thirds (2/3) of the directors then still in office who either were directors
at the beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
directors of the Borrower then in office. As used herein, "beneficial ownership"
shall have the meaning provided in Rule 13d-3 of the SEC under the Securities
Exchange Act of 1934.

      "Closing Date" means the date hereof.

      "Commitment" means the Revolving Commitment, the L/C Commitment and the
Swing Line Commitment.

      "Commitment Period" means the period from and including the Closing Date
to the earlier of (a) in the case of Revolving Loans and Swing Line Loans, the
Termination Date, and, in the case of the Letters of Credit, the Letter of
Credit Expiration Date, or (b) the date on which the Revolving Commitments shall
have been terminated as provided herein.

      "Committed Revolving Loans" has the meaning provided in Section 2.01(a).

                                        5
<PAGE>

      "Committed Revolving Obligations" means Committed Revolving Loans, L/C
Obligations and Swing Line Loans.

      "Compensation Period" has the meaning provided in Section 2.12(c)(ii).

      "Competitive Bid" means a written offer by a Lender to make one or more
Competitive Revolving Loans, substantially in the form of Exhibit 2.05(b), duly
completed and signed by a Lender.

      "Competitive Bid Agent" means (i) any Lender that agrees to act as
Competitive Bid Agent or any successor thereto in such capacity or (ii) if at
any time no Lender is willing or available to serve in such capacity, the
Borrower.

      "Competitive Bid Agent's Office" means the Competitive Bid Agent's address
and, as appropriate, account as the Competitive Bid Agent may from time to time
notify the Borrower and the Lenders.

      "Competitive Revolving Loan Maximum Amount" has the meaning provided in
Section 2.01(d).

      "Competitive Revolving Loans" has the meaning provided in Section 2.01(d).

      "Compliance Certificate" has the meaning provided in Section 6.01(c).

      "Confidential Information" has the meaning provided in Section 9.08.

      "Consolidated EBITDA" means, for any period for the Consolidated Group,
the sum of (a) net income plus (b) to the extent deducted in determining net
income, (i) Consolidated Interest Expense, (ii) the amount of income taxes (or
minus the amount of tax benefits) and (iii) depreciation and amortization, in
each case on a consolidated basis determined in accordance with GAAP. Except as
otherwise expressly provided, the applicable period shall be for the four (4)
consecutive fiscal quarters ending as of the date of determination.

      "Consolidated Fixed Charge Coverage Ratio" means the ratio of Consolidated
EBITDA to Consolidated Fixed Charges.

      "Consolidated Fixed Charges" means, for any period for the Consolidated
Group, the sum of (a) Consolidated Interest Expense plus (b) current scheduled
principal payments of Funded Debt (including, for purposes hereof, current
scheduled reductions in commitments, but excluding any "balloon" payment or
final payment at maturity that is significantly larger than the scheduled
payments that preceded it) for the period of four (4) consecutive fiscal
quarters beginning the day after the date of determination plus (c) dividends
and distributions on preferred stock, if any, and redemptions and repurchases
thereof, in each case on a consolidated basis determined in accordance with
GAAP. Except as otherwise expressly provided, the applicable period shall be for
the four (4) consecutive fiscal quarters ending as of the date of determination.

      "Consolidated Group" means the Borrower and its consolidated subsidiaries,
as determined in accordance with GAAP.

      "Consolidated Interest Expense" means, for any period for the Consolidated
Group, all interest expense and letter of credit fee expense, on a consolidated
basis in accordance with GAAP, but including, in any event, the interest
component under Capital Leases and the implied interest component under

                                        6
<PAGE>

Securitization Transactions. Except as otherwise expressly provided, the
applicable period shall be for the four (4) consecutive fiscal quarters ending
as of the date of determination.

      "Consolidated Leverage Ratio" means the ratio of Consolidated Total Debt
to Consolidated Total Capital.

      "Consolidated Secured Debt" means the aggregate principal amount of all
Indebtedness of the Consolidated Group secured by a Lien on any property owned
or leased by them.

      "Consolidated Secured Leverage Ratio" means the ratio of Consolidated
Secured Debt to Consolidated Total Capital.

      "Consolidated Subsidiary" means at any date any Subsidiary or other entity
the accounts of which would be consolidated with those of the Borrower in its
consolidated financial statements if such statements were prepared as of such
date. For purposes of this Credit Agreement, Specified Affiliates of the
Borrower shall be classified as Consolidated Subsidiaries.

      "Consolidated Tangible Net Worth" means, for the Consolidated Group,
stockholders' equity on a consolidated basis determined in accordance with GAAP,
but with no upward adjustments due to any revaluation of assets, minus all
Intangible Assets.

      "Consolidated Total Capital" means the sum of (a) Consolidated Tangible
Net Worth plus (b) Consolidated Total Debt.

      "Consolidated Total Debt" means all Indebtedness of the Consolidated Group
determined on a consolidated basis.

      "Consolidated Unencumbered EBITDA" means the portion of Consolidated
EBITDA that is generated by Consolidated Unencumbered Realty.

      "Consolidated Unencumbered Interest Expense" means the portion of
Consolidated Interest Expense that is not attributable to Consolidated Secured
Debt.

      "Consolidated Unencumbered Leverage Ratio" means the ratio of Consolidated
Unencumbered Realty to Consolidated Unsecured Debt.

      "Consolidated Unencumbered Realty" means, for the Consolidated Group, the
book value of all realty (prior to deduction for accumulated depreciation) minus
the book value of real property (prior to deduction for accumulated
depreciation) which is subject of mortgage Liens as described in clauses (c) and
(k) of Section 6.07.

      "Consolidated Unsecured Coverage Ratio" means the ratio of Consolidated
Unencumbered EBITDA to Consolidated Unencumbered Interest Expense.

      "Consolidated Unsecured Debt" means the portion of Consolidated Total Debt
that is not Consolidated Secured Debt.

      "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. Without
limiting the generality of the foregoing, a Person shall be deemed to be
Controlled by another Person if

                                        7
<PAGE>

such other Person possesses, directly or indirectly, power to vote 10% or more
of the securities having ordinary voting power for the election of directors,
managing general partners or the equivalent.

      "Credit Agreement" means this Credit Agreement.

      "Credit Documents" means this Credit Agreement, the Notes, the Guaranties,
if any, the Administrative Agent's Fee Letter, the Letters of Credit, the Lender
Joinder Agreements, and the Compliance Certificates.

      "Credit Parties" means, collectively, the Borrower and the Guarantors, if
any.

      "Daily Floating Eurodollar Rate" means, for each day, a fluctuating rate
of interest equal to Eurodollar Rate applicable on such day for an Interest
Period of one month beginning two (2) Business Days thereafter. The Daily
Floating Eurodollar Rate shall be determined and adjusted on each Business Day
and shall remain in effect until the next Business Day.

      "Debt Rating" means the rating for the Borrower's senior unsecured
(non-credit enhanced) long-term debt.

      "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, act or condition that, with notice, the passage
of time, or both, would constitute an Event of Default.

      "Default Rate" means an interest rate equal to (a) the Base Rate plus (b)
the Applicable Percentage, if any, applicable to Base Rate Loans plus (c) 3% per
annum; provided, however, that with respect to a Eurodollar Rate Loan, the
Default Rate shall be an interest rate equal to the interest rate (including any
Applicable Percentage) otherwise applicable to such Loan plus 3% per annum, in
each case to the fullest extent permitted by applicable Law.

      "Defaulting Lender" means any Lender that (a) has failed to fund any
portion of the Committed Revolving Loans, participations in L/C Obligations or
participations in Swing Line Loans required to be funded by it hereunder within
one Business Day of the date required to be funded by it hereunder and has not
cured such failure prior to the date of determination, (b) has otherwise failed
to pay over to the Administrative Agent or any other Lender any other amount
required to be paid by it hereunder within one Business Day of the date when
due, unless the subject of a good faith dispute, and has not cured such failure
prior to the date of determination, or (c) has been deemed insolvent or become
the subject of a bankruptcy or insolvency proceeding.

      "Dollar" or "$" means the lawful currency of the United States.

      "Eligible Assignee" means (a) a Lender; (b) an Affiliate of a Lender; (c)
an Approved Fund; and (d) any other Person (other than a natural person)
approved by (i) the Administrative Agent, and (ii) unless an Event of Default
has occurred and is continuing, the Borrower (each such approval not to be
unreasonably withheld or delayed); provided that notwithstanding the foregoing,
"Eligible Assignee" shall not include the Borrower or any of the Borrower's
Affiliates or Subsidiaries.

                                        8
<PAGE>

      "Environmental Laws" means any and all federal, state, local, and foreign
statutes, laws, regulations, ordinances, rules, judgments, orders, decrees,
permits, concessions, grants, franchises, licenses, agreements or governmental
restrictions relating to pollution and the protection of the environment or the
release of any materials into the environment, including those related to
hazardous substances or wastes, air emissions and discharges to waste or public
systems.

      "Equity Transaction" means, with respect to any member of the Consolidated
Group, any issuance or sale of shares of its Capital Stock, other than an
issuance (a) to a member of the Consolidated Group, (b) in connection with a
conversion of debt securities to equity, (c) in connection with the exercise by
a present or former employee, officer or director under a stock incentive plan,
stock option plan or other equity-based compensation plan or arrangement, or (d)
in connection with any Acquisition permitted hereunder.

      "ERISA" means the Employee Retirement Income Security Act of 1974.

      "ERISA Affiliate" means any trade or business (whether or not
incorporated) under common control with the Borrower within the meaning of
Section 414(b) or (c) of the Internal Revenue Code (and Sections 414(m) and (o)
of the Internal Revenue Code for purposes of provisions relating to Section 412
of the Internal Revenue Code).

      "ERISA Event" means (a) a Reportable Event with respect to a Pension Plan;
(b) a withdrawal by the Borrower or any ERISA Affiliate from a Pension Plan
subject to Section 4063 of ERISA during a plan year in which it was a
substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation
of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA
Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is
in reorganization; (d) the filing of a notice of intent to terminate, the
treatment of a Plan amendment as a termination under Sections 4041 or 4041A of
ERISA, or the commencement of proceedings by the PBGC to terminate a Pension
Plan or Multiemployer Plan; (e) an event or condition that could reasonably be
expected to constitute grounds under Section 4042 of ERISA for the termination
of, or the appointment of a trustee to administer, any Pension Plan or
Multiemployer Plan; or (f) the imposition of any liability under Title IV of
ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of
ERISA, upon the Borrower or any ERISA Affiliate.

      "Eurodollar Base Rate" means, for such Interest Period, 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 (2) 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
"Eurodollar Base 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 Rate Loan 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 (2) Business Days prior to the commencement of such Interest Period.

      "Eurodollar Bid Margin" means the margin above or below the Eurodollar
Rate to be added to or subtracted from the Eurodollar Base Rate, which margin
shall be expressed in multiples of 1/100th of one basis point.

                                        9
<PAGE>

      "Eurodollar Margin Bid Loan" means a Competitive Revolving Loan that bears
interest at a rate based on the Eurodollar Rate.

      "Eurodollar Rate" means for any Interest Period with respect to a
Eurodollar Rate Loan, a rate per annum determined by the Administrative Agent
pursuant to the following formula:

            Eurodollar Rate  = Eurodollar Base Rate/1.00 - Eurodollar Reserve
Percentage

      "Eurodollar Rate Loan" means a Loan that bears interest at a rate based on
the Eurodollar Rate.

      "Eurodollar Reserve Percentage" means, for any day during any Interest
Period, the reserve percentage (expressed as a decimal, carried out to five (5)
decimal places) in effect on such day, whether or not applicable to any Lender,
under regulations issued from time to time by the FRB for determining the
maximum reserve requirement (including any emergency, supplemental or other
marginal reserve requirement) with respect to Eurocurrency funding (currently
referred to as "Eurocurrency liabilities"). The Eurodollar Rate for each
outstanding Eurodollar Rate Loan shall be adjusted automatically as of the
effective date of any change in the Eurodollar Reserve Percentage.

      "Event of Acceleration" means any of the events or conditions set forth in
Sections 7.01(g), (h) or (i) with respect to the Borrower.

      "Event of Default" has the meaning provided in Section 7.01.

      "Excluded Taxes" means, with respect to the Administrative Agent, any
Lender, the L/C Issuer or any other recipient of any payment to be made by or on
account of any obligation of the Borrower hereunder, (a) taxes imposed on or
measured by its overall net income (however denominated), and franchise taxes
imposed on it (in lieu of net income taxes), by the jurisdiction (or any
political subdivision thereof) 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 or any similar tax imposed by any
other jurisdiction in which the Borrower is located and (c) in the case of a
Foreign Lender (other than an assignee pursuant to a request by the Borrower
under Section 9.15), any withholding tax that is imposed on amounts payable to
such Foreign Lender at the time such Foreign Lender becomes a party hereto (or
designates a new Lending Office) or is attributable to such Foreign Lender's
failure or inability (other than as a result of a Change in Law) to comply with
Section 3.01(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 the Borrower with respect to
such withholding tax pursuant to Section 3.01(a).

      "Existing Credit Agreement" means that certain Credit Agreement dated as
of October 24, 2003 among the Borrower, Bank of America, N.A., as administrative
agent, and the lenders identified therein, as amended or modified from time to
time.

      "Existing Letters of Credit" means the standby letters of credit
outstanding on the Closing Date and identified on Schedule 2.03.

      "Extension Fee" has the meaning provided in Section 2.01(e).

      "Extension of Credit" means (i) any Borrowing and (ii) any L/C Credit
Extension.

      "Facility Fee" has the meaning provided in Section 2.10(a).

                                       10
<PAGE>

      "Federal Funds 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
immediately 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 immediately preceding Business Day as so published on the immediately
succeeding Business Day, and (b) if no such rate is so published on such
immediately succeeding Business Day, the Federal Funds Rate for such day shall
be the average rate (rounded upward, if necessary, to the next 1/100th of 1%)
charged to Bank of America on such day on such transactions as determined by the
Administrative Agent.

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

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

      "Fund" means any Person (other than a natural person) engaged in making,
purchasing, holding or otherwise investing in commercial loans and similar
extensions of credit in the ordinary course of its business.

      "Funded Debt" means, as to any Person at a particular time, without
duplication, all of the following, whether or not included as indebtedness or
liabilities in accordance with GAAP:

            (a) all obligations for borrowed money, whether current or long-term
      (including the Obligations hereunder), and all obligations evidenced by
      bonds, debentures, notes, loan agreements or other similar instruments;

            (b) all purchase money indebtedness (including indebtedness and
      obligations in respect of conditional sales and title retention
      arrangements, except for customary conditional sales and title retention
      arrangements with suppliers that are entered into in the ordinary course
      of business) and all indebtedness and obligations in respect of the
      deferred purchase price of property or services (other than trade accounts
      payable incurred the ordinary course of business and payable on customary
      trade terms);

            (c) all direct obligations under letters of credit (including
      standby and commercial), bankers' acceptances and similar instruments
      (including bank guaranties, surety bonds, comfort letters, keep-well
      agreements and capital maintenance agreements) to the extent such
      instruments or agreements support financial, rather than performance,
      obligations;

            (d) the Attributable Principal Amount of capital leases and
      Synthetic Leases;

            (e) the Attributable Principal Amount of Securitization
      Transactions;

            (f) all preferred stock and comparable equity interests providing
      for mandatory redemption, sinking fund or other like payments;

            (g) Support Obligations in respect of Funded Debt of another Person;

                                       11
<PAGE>

            (h) Funded Debt of any partnership or joint venture or other similar
      entity in which such Person is a general partner or joint venturer, and,
      as such, has personal liability for such obligations, but only to the
      extent there is recourse to such Person for payment thereof.

For purposes hereof, the amount of Funded Debt shall be determined based on the
outstanding principal amount in the case of borrowed money indebtedness under
clause (a) and purchase money indebtedness and the deferred purchase obligations
under clause (b), based on the maximum amount available to be drawn in the case
of letter of credit obligations and the other obligations under clause (c), and
based on the amount of Funded Debt that is the subject of the Support
Obligations in the case of Support Obligations under clause (g).

      "GAAP" means generally accepted accounting principles in effect in the
United States applied on a consistent basis as set forth in (a) the opinions and
pronouncements of the Accounting Principles Board and the American Institute of
Certified Public Accountants, (b) statements and pronouncements of the Financial
Accounting Standards Board and (c) interpretations of the SEC (including
published staff interpretations), in each case subject to the provisions of
Section 1.03. Accounting principles are applied on a "consistent basis" when the
accounting principles applied in a current period are comparable in all material
respects to those accounting principles applied in a preceding period, except to
the extent that new accounting standards have been adopted by such organizations
applicable as of the current period.

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

      "Guarantor" means any party that may give a guaranty of the loans and
obligations hereunder in substantially the form of Exhibit 6.20 or other form
reasonably satisfactory to the Administrative Agent and the Required Lenders, in
each case as amended, supplemented or otherwise modified from time to time.

      "Guaranties" means those guaranty agreements, if any, given in respect of
the loans and obligations owing under this Credit Agreement, as amended,
supplemented or otherwise modified from time to time.

      "Hazardous Substance" means any toxic or hazardous substance, including
petroleum and its derivatives regulated under the Environmental Laws.

      "Honor Date" has the meaning provided in Section 2.03(c).

      "Indebtedness" means, as to any Person at a particular time, without
duplication, all of the following, whether or not included as indebtedness or
liabilities in accordance with GAAP:

            (a) all Funded Debt;

            (b) all contingent obligations under letters of credit (including
      standby and commercial), bankers' acceptances and similar instruments
      (including bank guaranties, surety bonds, comfort letters, keep-well
      agreements and capital maintenance agreements) to the extent such
      instruments or agreements support financial, rather than performance,
      obligations;

            (c) net obligations under any Swap Contract;

                                       12
<PAGE>

            (d) Support Obligations in respect of Indebtedness of another
      Person; and

            (e) Indebtedness of any partnership or joint venture or other
      similar entity in which such Person is a general partner or joint
      venturer, and, as such, has personal liability for such obligations, but
      only to the extent there is recourse to such Person for payment thereof.

For purposes hereof, the amount of Indebtedness shall be determined based on
Swap Termination Value in the case of net obligations under Swap Contracts under
clause (c) and based on the outstanding principal amount of the Indebtedness
that is the subject of the Support Obligations in the case of Support
Obligations under clause (d).

      "Indemnified Liabilities" has the meaning provided in Section 9.05.

      "Indemnified Taxes" means Taxes other than Excluded Taxes.

      "Indemnitees" has the meaning provided in Section 9.05.

      "Individual Subsidiary Test" has the meaning provided in the definition of
"Material Subsidiaries" in this Section 1.01.

      "Intangible Assets" means all assets consisting of goodwill, patents,
trade names, trademarks, copyrights, franchises, experimental expense,
organization expense, unamortized debt discount and expense, deferred assets
(other than prepaid insurance and prepaid taxes), the excess of cost of shares
acquired over book value of related assets and such other assets as are properly
classified as "intangible assets" in accordance with GAAP, but excluding, for
purposes hereof, leasehold intangible assets recorded by the Borrower in
connection with the Borrower's acquisition of real estate operations in
accordance with Statement 141 promulgated by the Financial Accounting Standards
Board.

      "Interest Payment Date" means, (a) as to any Base Rate Loan (including
Swing Line Loans), the last Business Day of each March, June, September and
December and the Termination Date and, in the case of any Swing Line Loan, any
other dates reasonably determined by the Swing Line Lender, and (b) as to any
Eurodollar Rate Loan (other than Swing Line Loans) and any Absolute Rate Loan,
the last Business Day of each Interest Period for such Loan, the date of
repayment of principal of such Loan, and where the applicable Interest Period
exceeds three (3) months, the date every three (3) months after the beginning of
such Interest Period. If an Interest Payment Date falls on a date that is not a
Business Day, such Interest Payment Date shall be deemed to be the immediately
succeeding Business Day.

      "Interest Period" means (a) as to each Eurodollar Rate Loan, the period
commencing on the date such Eurodollar Rate Loan is disbursed or converted to or
continued as a Eurodollar Rate Loan and ending on the date one (1), two (2),
three (3) or six (6) months thereafter, as selected by the Borrower in its Loan
Notice, and (b) as to each Absolute Rate Loan, a period of not less than
fourteen (14) days nor more than 180 days as selected by the Borrower in the Bid
Request; provided that:

            (a) any Interest Period that would otherwise end on a day that is
      not a Business Day shall be extended to the immediately succeeding
      Business Day unless such Business Day falls in another calendar month, in
      which case such Interest Period shall end on the immediately preceding
      Business Day;

            (b) any Interest Period that begins on the last Business Day of a
      calendar month (or on a day for which there is no numerically
      corresponding day in the calendar month at the end of

                                       13
<PAGE>

      such Interest Period) shall end on the last Business Day of the calendar
      month at the end of such Interest Period; and

            (c) no Interest Period shall extend beyond the Termination Date.

      "Internal Revenue Code" means the Internal Revenue Code of 1986.

      "Investment" means, as to any Person, any direct or indirect acquisition
or investment by such Person, whether by means of (a) the purchase or other
acquisition of Capital Stock of another Person, (b) a loan, advance or capital
contribution to, guaranty or assumption of debt of, or purchase or other
acquisition of any other debt or equity participation or interest in, another
Person, including any partnership or joint venture interest in such other
Person, or (c) the purchase or other acquisition (in one transaction or a series
of transactions) of assets of another Person that constitute a business unit.
For purposes of covenant compliance, the amount of any Investment shall be the
amount actually invested, without adjustment for subsequent increases or
decreases in the value of such Investment.

      "Investment Policy" means the Borrower's investment policy as disclosed in
its filings with the SEC from time to time.

      "IRS" means the United States Internal Revenue Service.

      "ISP" means, with respect to any Letter of Credit, the "International
Standby Practices 1998" published by the Institute of International Banking Law
& Practice (or such later version thereof as may be in effect at the time of
issuance).

      "Laws" means, collectively, all international, foreign, federal, state and
local statutes, treaties, rules, guidelines, regulations, ordinances, codes and
administrative or judicial precedents or authorities, including the
interpretation or administration thereof by any Governmental Authority charged
with the enforcement, interpretation or administration thereof, and all
applicable administrative orders, directed duties, requests, licenses,
authorizations and permits of, and agreements with, any Governmental Authority,
in each case whether or not having the force of law.

      "L/C Advance" means, with respect to each Lender, such Lender's funding of
its participation in any L/C Borrowing.

      "L/C Borrowing" means any extension of credit resulting from a drawing
under any Letter of Credit that has not been reimbursed or refinanced as a
Borrowing of Revolving Loans.

      "L/C Commitment" means, with respect to the L/C Issuer, the commitment of
the L/C Issuer to issue and to honor payment obligations under Letters of
Credit, and, with respect to each Lender, the commitment of such Lender to
purchase participation interests in L/C Obligations up to such Lender's
Revolving Commitment Percentage thereof.

      "L/C Committed Amount" has the meaning provided in Section 2.01(b).

      "L/C Credit Extension" means, with respect to any Letter of Credit, the
issuance thereof or extension of the expiry date thereof, or the renewal or
increase of the amount thereof.

      "L/C Customary Charges" has the meaning provided in Section 2.10(c)(ii).

      "L/C Fronting Fee" has the meaning provided in Section 2.10(c)(ii).

                                       14
<PAGE>

      "L/C Issuer" means (a) as to Existing Letters of Credit, those Lenders
identified as an issuer on Schedule 2.03, and (b) as to Letters of Credit issued
hereunder, Bank of America in its capacity as issuer of Letters of Credit
hereunder, in each case together with its successors in such capacity.

      "L/C Issuer Fees" has the meaning provided in Section 2.10(c)(ii).

      "L/C Obligations" means, as at any date of determination, the aggregate
amount available to be drawn under all outstanding Letters of Credit plus the
aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For
purposes of computing the amount available to be drawn under any Letter of
Credit, the amount of such Letter of Credit shall be determined in accordance
with Section 1.07. For all purposes of this Credit Agreement, if on any date of
determination a Letter of Credit has expired by its terms but any amount may
still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP,
such Letter of Credit shall be deemed to be "outstanding" in the amount so
remaining available to be drawn.

      "Lender" means each of the Persons identified as a "Lender" on the
signature pages hereto (and, as appropriate, includes the L/C Issuer and the
Swing Line Lender) and each Person who joins as a Lender pursuant to the terms
hereof, together with their respective successors and assigns.

      "Lender Joinder Agreement" means a joinder agreement, substantially in the
form of Exhibit 2.01(f), executed and delivered in accordance with the
provisions of Section 2.01(f).

      "Lending Office" means, as to any Lender, the office or offices of such
Lender set forth in such Lender's Administrative Questionnaire or such other
office or offices as a Lender may from time to time notify the Borrower and the
Administrative Agent.

      "Letter of Credit" means each Existing Letter of Credit and each standby
letter of credit issued hereunder.

      "Letter of Credit Application" means an application and agreement for the
issuance or amendment of a Letter of Credit in the form from time to time in use
by the L/C Issuer.

      "Letter of Credit Expiration Date" means the day that is five (5) Business
Days prior to the Termination Date then in effect (or, if such day is not a
Business Day, the immediately preceding Business Day).

      "Letter of Credit Fee" has the meaning provided in Section 2.10(c)(i).

      "Lien" means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge, or preference,
priority or other security interest or preferential arrangement of any kind or
nature whatsoever (including any conditional sale or other title retention
agreement, and any financing lease having substantially the same economic effect
as any of the foregoing).

      "Loan" means any Revolving Loan or Swing Line Loan, and the Base Rate
Loans and Eurodollar Rate Loans comprising such Loans.

      "Loan Notice" means a notice of (a) a Borrowing of Loans (including Swing
Line Loans), (b) a conversion of Loans from one Type to the other, or (c) a
continuation of Eurodollar Rate Loans, which, if in writing, shall be
substantially in the form of Exhibit 2.02.

                                       15
<PAGE>

      "Loan Obligations" means the Revolving Obligations.

      "Master Agreement" has the meaning provided in the definition of "Swap
Contract".

      "Material Adverse Effect" means a material adverse effect on (i) the
condition (financial or otherwise), operations, business, assets, liabilities or
prospects of the Borrower and its Subsidiaries taken as a whole, (ii) the
ability of the Borrower to perform any material obligation under the Credit
Documents, or (iii) the rights and remedies of the Administrative Agent and the
Lenders under the Credit Documents.

      "Material Subsidiary" means any Subsidiary of the Borrower with net assets
or revenues in excess of 1.5% of the Borrower's consolidated net assets or
revenues for the most recently ended quarterly period for which financial
statements are available (the "Individual Subsidiary Test"); provided, however,
that the aggregate net assets and revenues of the Material Subsidiaries shall
equal at least 90% of the Borrower's consolidated net assets and revenues for
the most recently ended quarterly period for which financial statements are
available. In the event that the aggregate net assets and revenues of
Subsidiaries meeting the Individual Subsidiary Test do not equal 90% of the
Borrower's consolidated net assets and revenues, then the Subsidiaries that do
not meet the Individual Subsidiary Test (starting with the largest Subsidiary
based on net assets and revenue and working down in each case to the next
largest Subsidiary based on net assets and revenue) that are necessary to make
the aggregate net assets and revenues of the Material Subsidiaries equal at
least 90% of the net assets and revenues of the Borrower for the most recently
ended quarterly period for which financial statements are available, shall be
included in the definition of Material Subsidiaries.

      "Maximum Rate" has the meaning provided in Section 9.10.

      "Moody's" means Moody's Investors Service, Inc. and any successor thereto.

      "Multiemployer Plan" means any employee benefit plan of the type described
in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate
makes or is obligated to make contributions, or during the preceding five (5)
plan years, has made or been obligated to make contributions.

      "Non-Consenting Lender" has the meaning provided in Section 9.15.

      "Notes" means the Revolving Notes and the Swing Line Note.

      "Notice to Extend" has the meaning provided in Section 2.01(e).

      "Obligations" means, without duplication, (a) all advances to, and debts,
liabilities, obligations, covenants and duties of, any Credit Party arising
under any Credit Document or otherwise with respect to any Loan or Letter of
Credit, whether direct or indirect (including those acquired by assumption),
absolute or contingent, due or to become due, now existing or hereafter arising
and including interest and fees that accrue after the commencement by or against
any Credit Party or any Affiliate thereof of any proceeding under any Debtor
Relief Laws naming such Person as the debtor in such proceeding, regardless of
whether such interest and fees are allowed claims in such proceeding and (b) all
obligations under any Swap Contract of any Credit Party to which a Lender or any
Affiliate of a Lender is a party.

      "Organization Documents" means, (a) with respect to any corporation, the
certificate or articles of incorporation and the bylaws (or equivalent or
comparable constitutive documents with respect to any

                                       16
<PAGE>

non-U.S. jurisdiction); (b) with respect to any limited liability company, the
certificate or articles of formation or organization and operating agreement;
and (c) with respect to any partnership, joint venture, trust or other form of
business entity, the partnership, joint venture or other applicable agreement of
formation or organization and any agreement, instrument, filing or notice with
respect thereto filed in connection with its formation or organization with the
applicable Governmental Authority in the jurisdiction of its formation or
organization and, if applicable, any certificate or articles of formation or
organization of such entity.

      "Other Taxes" means 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 under any other Credit Document or from the execution,
delivery or enforcement of, or otherwise with respect to, this Credit Agreement
or any other Credit Document.

      "Outstanding Amount" means (a) with respect to Revolving Loans and Swing
Line Loans on any date, the aggregate outstanding principal amount thereof after
giving effect to any Borrowings and prepayments or repayments of Revolving Loans
and Swing Line Loans, as the case may be, occurring on such date and (b) with
respect to any L/C Obligations on any date, the amount of such L/C Obligations
on such date after giving effect to any L/C Credit Extension occurring on such
date and any other changes in the aggregate amount of the L/C Obligations as of
such date, including as a result of any reimbursements of outstanding unpaid
drawings under any Letters of Credit or any reductions in the maximum amount
available for drawing under Letters of Credit taking effect on such date.

      "Participant" has the meaning provided in Section 9.07(d).

      "Patriot Act" means the USA Patriot Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)).

      "PBGC" means the Pension Benefit Guaranty Corporation.

      "PCB" has the meaning provided in Section 5.06(b).

      "Pension Plan" means any "employee pension benefit plan" (as such term is
defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is
subject to Title IV of ERISA and is sponsored or maintained by the Borrower or
any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes
or has an obligation to contribute, or in the case of a multiple employer or
other plan described in Section 4064(a) of ERISA, has made contributions at any
time during the immediately preceding five (5) plan years.

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

      "Plan" means any "employee benefit plan" (as such term is defined in
Section 3(3) of ERISA) established by the Borrower or, with respect to any such
plan that is subject to Section 412 of the Internal Revenue Code or Title IV of
ERISA, any ERISA Affiliate.

      "Platform" has the meaning provided in Section 6.01.

      "Ratings Service" means any nationally recognized rating agency reasonably
acceptable to the Administrative Agent.

      "Register" has the meaning provided in Section 9.07(c).

                                       17
<PAGE>

      "Regulation T" means Regulation T of the Board of Governors of the Federal
Reserve System, as in effect from time to time.

      "Regulation U" means Regulation U of the Board of Governors of the Federal
Reserve System, as in effect from time to time.

      "Regulation X" means Regulation X of the Board of Governors of the Federal
Reserve System, as in effect from time to time.

      "REIT" means a real estate investment trust as defined in Sections 856-860
of the Internal Revenue Code.

      "Release" has the meaning provided in Section 5.06(a).

      "Reportable Event" means any of the events set forth in Section 4043(c) of
ERISA, other than events for which the thirty-day notice period has been waived.

      "Request for Extension of Credit" means (a) with respect to a Borrowing of
Loans (including Swing Line Loans) or the conversion or continuation of Loans, a
Loan Notice and (b) with respect to an L/C Credit Extension, a Letter of Credit
Application.

      "Required Lenders" means, as of any date of determination, Lenders having
more than 50% of the Aggregate Commitments or, if the commitment of each Lender
to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions
have been terminated pursuant to Section 7.01, Lenders holding in the aggregate
more than 50% of the Loan Obligations (including, in each case, the aggregate
amount of each Lender's risk participation and funded participation in L/C
Obligations and Swing Line Loans); provided that the Commitment of, and the
portion of the Loan Obligations held or deemed held by, any Defaulting Lender
shall be excluded for purposes of making a determination of Required Lenders.

      "Responsible Officer" means the chief executive officer, president, chief
financial officer, treasurer or assistant treasurer of a Credit Party. Any
document delivered hereunder that is signed by a Responsible Officer of a Credit
Party shall be conclusively presumed to have been authorized by all necessary
corporate, partnership and/or other action on the part of such Credit Party and
such Responsible Officer shall be conclusively presumed to have acted on behalf
of such Credit Party.

      "Revolving Commitment" means, with respect to each Lender, the commitment
of such Lender to make Committed Revolving Loans and to share in the Revolving
Obligations hereunder up to such Lender's Revolving Commitment Percentage
thereof.

      "Revolving Commitment Percentage" means, at any time for each Lender, a
fraction (expressed as a percentage carried to the ninth decimal place), the
numerator of which is such Lender's Revolving Committed Amount and the
denominator of which is the Aggregate Revolving Committed Amount. The initial
Revolving Commitment Percentages are set forth on Schedule 2.01.

      "Revolving Committed Amount" means, with respect to each Lender, the
amount of such Lender's Revolving Commitment. The initial Revolving Committed
Amounts are set forth on Schedule 2.01.

      "Revolving Loans" means Committed Revolving Loans and Competitive
Revolving Loans.

                                       18
<PAGE>

      "Revolving Note" means the promissory notes substantially in the form of
Exhibit 2.14-1, if any, given to each Lender to evidence the Revolving Loans of
such Lender, as amended, restated, modified, supplemented, extended, renewed or
replaced.

      "Revolving Obligations" means the Revolving Loans, the L/C Obligations and
the Swing Line Loans.

      "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. and any successor thereto.

      "Sale and Leaseback Transaction" means, with respect to the Borrower or
any Subsidiary, any arrangement, directly or indirectly, with any person whereby
the Borrower or such Subsidiary shall sell or transfer any property, real or
personal, used or useful in its business, whether now owned or hereafter
acquired, and thereafter rent or lease such property or other property that it
intends to use for substantially the same purpose or purposes as the property
being sold or transferred.

      "SEC" means the Securities and Exchange Commission, or any Governmental
Authority succeeding to any of its principal functions.

      "Securitization Receivables" has the meaning provided in the definition of
"Securitization Transaction".

      "Securitization Subsidiary" has the meaning provided in the definition of
"Securitization Transaction".

      "Securitization Transaction" means any financing or factoring or similar
transaction (or series of such transactions) entered by any member of the
Consolidated Group pursuant to which such member of the Consolidated Group may
sell, convey or otherwise transfer, or grant a security interest in, accounts,
payments, receivables, rights to future lease payments or residuals or similar
rights to payment (the "Securitization Receivables") to a special purpose
subsidiary or affiliate (a "Securitization Subsidiary") or any other Person.

      "Solvent" means, with respect to any person on a particular date, that on
such date (a) the fair value of the property of such Person is greater than the
total amount of liabilities, including, without limitation, contingent
liabilities, of such Person, (b) the present fair saleable value of the assets
of such Person is not less than the amount that will be required to pay the
probable liability of such Person on its debts as they become absolute and
matured, (c) such Person is able to realize upon its assets and pay its debts
and other liabilities, contingent obligations and other commitments as they
mature, (d) such Person does not intend to, and does not believe that it will,
incur debts or liabilities beyond such Person's ability to pay as such debts and
liabilities mature, and (e) such Person is not engaged in a business or a
transaction, and is not about to engage in a business or a transaction, for
which such Person's property would constitute unreasonably small capital after
giving due consideration to the prevailing practice in the industry in which
such Person is engaged. In computing the amount of contingent liabilities at any
time, it is intended that such liabilities will be computed at the amount which,
in light of all the facts and circumstances existing at such time, represents
the amount that can reasonably be expected to become an actual or matured
liability.

      "Specified Affiliate" means any corporation, association or other business
entity formed for the purpose of earning income not qualified as "rents from
real property" under applicable provisions of the Internal Revenue Code, in
which the Borrower owns substantially all of the economic interest, but less

                                       19
<PAGE>

than 10% of the voting interests, and the remaining economic and voting
interests are subject to restrictions requiring that ownership of such interests
be held by officers, directors or employees of the Borrower.

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

      "Subsidiary Guarantor" means any Subsidiary of the Borrower which is a
Guarantor.

      "Support Obligations" means, as to any Person, (a) any obligation,
contingent or otherwise, of such Person guaranteeing or having the economic
effect of guaranteeing any Indebtedness or other obligation payable or
performable by another Person (the "primary obligor") in any manner, whether
directly or indirectly, and including any obligation of such Person, direct or
indirect, (i) to purchase or pay (or advance or supply funds for the purchase or
payment of) such Indebtedness or other obligation, (ii) to purchase or lease
property, securities or services for the purpose of assuring the obligee in
respect of such Indebtedness or other obligation of the payment or performance
of such Indebtedness or other obligation, (iii) to maintain working capital,
equity capital or any other financial statement condition or liquidity or level
of income or cash flow of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation, or (iv) entered into for
the purpose of assuring in any other manner the obligee in respect of such
Indebtedness or other obligation of the payment or performance thereof or to
protect such obligee against loss in respect thereof (in whole or in part), or
(b) any Lien on any assets of such Person securing any Indebtedness or other
obligation of any other Person, whether or not such Indebtedness or other
obligation is assumed by such Person. The amount of any Support Obligations
shall be deemed to be an amount equal to the stated or determinable amount of
the related primary obligation, or portion thereof, in respect of which such
Support Obligation is made or, if not stated or determinable, the maximum
reasonably anticipated liability in respect thereof as determined by the
guaranteeing Person in good faith.

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

      "Swap Termination Value" means, in respect of any one or more Swap
Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after
the date such Swap Contracts have been closed out and termination values
determined in accordance therewith, such termination values, and (b) for any
date prior to the date

                                       20
<PAGE>

referenced in clause (a), the amounts determined as the mark-to-market values
for such Swap Contracts, as determined based upon one or more mid-market or
other readily available quotations provided by any recognized dealer in such
Swap Contracts (which may include a Lender or any Affiliate of a Lender).

      "Swing Line Borrowing" means a borrowing of a Swing Line Loan pursuant to
Section 2.01(c).

      "Swing Line Commitment" means, with respect to the Swing Line Lender, the
commitment of the Swing Line Lender to make Swing Line Loans, and with respect
to each Lender, the commitment of such Lender to purchase participation
interests in Swing Line Loans.

      "Swing Line Committed Amount" has the meaning provided in Section 2.01(c).

      "Swing Line Lender" means Bank of America in its capacity as such,
together with any successor in such capacity.

      "Swing Line Loan" has the meaning provided in Section 2.01(c).

      "Swing Line Note" means the promissory note substantially in the form of
Exhibit 2.14-2 given to evidence the Swing Line Loans of such Lender, as
amended, restated, modified, supplemented, extended, renewed or replaced.

      "Synthetic Lease" means any synthetic lease, tax retention operating
lease, off-balance sheet loan or similar off-balance sheet financing arrangement
that is considered borrowed money indebtedness for tax purposes but is
classified as an operating lease under GAAP.

      "Taxes" means all present or future taxes, levies, imposts, duties,
deductions, withholdings, assessments, fees or other charges imposed by any
Governmental Authority, including any interest, additions to tax or penalties
applicable thereto.

      "Termination Date" means January 23, 2009, as such date may be extended
pursuant to Section 2.01(e).

      "Type" means (a) with respect to a Committed Revolving Loan, its character
as a Base Rate Loan or a Eurodollar Rate Loan, and (b) with respect to a
Competitive Revolving Loan, its character as an Absolute Rate Loan or a
Eurodollar Margin Bid Loan.

      "Unfunded Pension Liability" means the excess of a Pension Plan's benefit
liabilities under Section 4001(a)(16) of ERISA, over the current value of that
Pension Plan's assets, determined in accordance with the assumptions used for
funding the Pension Plan pursuant to Section 412 of the Internal Revenue Code
for the applicable plan year.

      "United States" or "U.S." means the United States of America.

      "Unreimbursed Amount" has the meaning provided in Section 2.03(c)(i).

      "Wholly Owned" means, with respect to any direct or indirect Subsidiary of
any Person, that 100% of the Capital Stock with ordinary voting power issued by
such Subsidiary (other than directors' qualifying shares and investments by
foreign nationals mandated by applicable Law) is beneficially owned, directly or
indirectly, by such Person.

                                       21
<PAGE>

      1.02 Interpretive Provisions.

      With reference to this Credit Agreement and each other Credit Document,
unless otherwise provided herein or in such other Credit Document:

            (a) The meanings of defined terms are equally applicable to the
      singular and plural forms of the defined terms.

            (b) (i) The words "herein", "hereto", "hereof" and "hereunder" and
            words of similar import when used in any Credit Document shall refer
            to such Credit Document as a whole and not to any particular
            provision thereof.

                  (ii) Unless otherwise provided or required by context,
            Article, Section, Exhibit and Schedule references are to the Credit
            Document in which such reference appears.

                  (iii) The term "including" is by way of example and not
            limitation.

                  (iv) The term "documents" includes any and all instruments,
            documents, agreements, certificates, notices, reports, financial
            statements and other writings, however evidenced, whether in
            physical or electronic form.

            (c) 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".

            (d) Section headings herein and in the other Credit Documents are
      included for convenience of reference only and shall not affect the
      interpretation of this Credit Agreement or any other Credit Document.

      1.03 Accounting Terms.

      (a) All accounting terms not specifically or completely defined herein
shall be construed in conformity with, and all financial data (including
financial ratios and other financial calculations) required to be submitted
pursuant to this Credit Agreement shall be prepared in conformity with, GAAP
applied on a consistent basis, as in effect from time to time, applied in a
manner consistent with that used in preparing the audited financial statements
for the fiscal year ended December 31, 2004, except as otherwise specifically
prescribed herein.

      (b) The Borrower will provide a written summary of material changes in
GAAP or in the consistent application thereof with each annual and quarterly
Compliance Certificate delivered in accordance with Section 6.01(c). If at any
time any change in GAAP or in the consistent application thereof would affect
the computation of any financial ratio or requirement set forth in any Credit
Document, and either the Borrower or the Required Lenders shall object in
writing to determining compliance based on such change, then such computations
shall continue to be made on a basis consistent with the most recent financial
statements delivered pursuant to Section 6.01(a) or (b) as to which no such
objection has been made.

                                       22
<PAGE>

      1.04 Rounding.

Any financial ratios required to be maintained by the Borrower pursuant to this
Credit Agreement shall be calculated by dividing the appropriate component by
the other component, carrying the result to one place more than the number of
places by which such ratio is expressed herein and rounding the result up or
down to the nearest number (with a rounding-up if there is no nearest number).

      1.05 References to Agreements and Laws.

      Unless otherwise expressly provided herein, (a) references to Organization
Documents, agreements (including the Credit Documents) and other contractual
instruments shall be deemed to include all subsequent amendments, restatements,
extensions, supplements and other modifications thereto, but only to the extent
that such amendments, restatements, extensions, supplements and other
modifications are not prohibited by any Credit Document; and (b) references to
any Law shall include all statutory and regulatory provisions consolidating,
amending, replacing, supplementing or interpreting such Law.

      1.06 Times of Day.

      Unless otherwise provided, all references herein to times of day shall be
references to Eastern time (daylight or standard, as applicable).

      1.07 Letter of Credit Amounts.

      Unless otherwise provided, all references herein to the amount of a Letter
of Credit at any time shall be deemed to mean the maximum face amount of such
Letter of Credit after giving effect to all increases thereof contemplated by
such Letter of Credit or the Letter of Credit Application therefor, whether or
not such maximum face amount is in effect at such time.

                                   ARTICLE II
                      COMMITMENTS AND EXTENSIONS OF CREDIT

      2.01 Commitments.

      Subject to the terms and conditions set forth herein:

      (a) Revolving Loans. During the Commitment Period, each Lender severally
agrees to make revolving credit loans (the "Committed Revolving Loans") to the
Borrower on any Business Day; provided that after giving effect to any such
Committed Revolving Loan, (i) with regard to the Lenders collectively, the
aggregate principal amount of Revolving Obligations shall not exceed FOUR
HUNDRED MILLION DOLLARS ($400,000,000) (as such amount may be increased or
decreased in accordance with the provisions hereof, the "Aggregate Revolving
Committed Amount"), and (ii) with regard to each Lender individually, such
Lender's Revolving Commitment Percentage of Committed Revolving Obligations
shall not exceed its respective Revolving Committed Amount. Committed Revolving
Loans may consist of Base Rate Loans, Eurodollar Rate Loans, or a combination
thereof, as the Borrower may request, and may be repaid and reborrowed in
accordance with the provisions hereof.

      (b) Letters of Credit. During the Commitment Period, (i) the L/C Issuer,
in reliance upon the commitments of the Lenders set forth herein, agrees (A) to
issue Letters of Credit for the account of the

                                       23
<PAGE>

Borrower or any member of the Consolidated Group on any Business Day, (B) to
amend or renew Letters of Credit previously issued hereunder, and (C) to honor
drafts under Letters of Credit; and (ii) the Lenders severally agree to purchase
from the L/C Issuer a participation interest in the Existing Letters of Credit
and Letters of Credit issued hereunder in an amount equal to such Lender's
Revolving Commitment Percentage thereof; provided that (A) the aggregate
principal amount of L/C Obligations shall not exceed SIXTY MILLION DOLLARS
($60,000,000) (as such amount may be increased or decreased in accordance with
the provisions hereof, the "L/C Committed Amount"), (B) with regard to the
Lenders collectively, the aggregate principal amount of Revolving Obligations
shall not exceed the Aggregate Revolving Committed Amount, and (C) with regard
to each Lender individually, such Lender's Revolving Commitment Percentage of
Committed Revolving Obligations shall not exceed its respective Revolving
Committed Amount. Subject to the terms and conditions hereof, the Borrower's
ability to obtain Letters of Credit shall be fully revolving, and accordingly
the Borrower may obtain Letters of Credit to replace Letters of Credit that have
expired or that have been drawn upon and reimbursed. Existing Letters of Credit
shall be deemed to have been issued hereunder and shall be subject to and
governed by the terms and conditions hereof.

      (c) Swing Line Loans. During the Commitment Period, the Swing Line Lender
agrees to make revolving credit loans (the "Swing Line Loans") to the Borrower
on any Business Day; provided that (i) the aggregate principal amount of Swing
Line Loans shall not exceed SIXTY MILLION DOLLARS ($60,000,000) (as such amount
may be increased or decreased in accordance with the provisions hereof, the
"Swing Line Committed Amount"), (ii) with respect to the Lenders collectively,
the aggregate principal amount of Revolving Obligations shall not exceed the
Aggregate Revolving Committed Amount, (iii) with regard to each Lender
individually, such Lender's Revolving Commitment Percentage of Committed
Revolving Obligations shall not exceed its respective Revolving Committed
Amount, and (iv) the Borrower shall not use the proceeds of any Swing Line Loan
to refinance any outstanding Swing Line Loan. Swing Line Loans shall be
comprised solely of Eurodollar Rate Loans with a rate per annum equal to the
Daily Floating Eurodollar Rate, and may be repaid and reborrowed in accordance
with the provisions hereof. 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 participation interest in such
Swing Line Loan in an amount equal to the product of such Lender's Revolving
Commitment Percentage thereof. No Swing Line Loan shall remain outstanding for
longer than ten (10) days.

      (d) Competitive Revolving Loans. During the Commitment Period, the
Borrower may request the Lenders to submit offers to make revolving loans
(collectively, the "Competitive Revolving Loans"); provided that (i) the
aggregate principal amount of Competitive Revolving Loans shall not exceed TWO
HUNDRED MILLION DOLLARS ($200,000,000) (as such amount may be increased or
decreased in accordance with the provisions hereof, the "Competitive Revolving
Loan Maximum Amount"), (ii) with respect to the Lenders collectively, the
aggregate principal amount of Revolving Obligations shall not exceed the
Aggregate Revolving Committed Amount. Competitive Revolving Loans may be
comprised of Eurodollar Margin Bid Loans and Absolute Rate Loans, or a
combination thereof, as the applicable Borrower may request, and may be repaid
and reborrowed in accordance with the provisions hereof. There shall not be more
than four (4) separate Competitive Revolving Loans outstanding at any time.

      (e) Extension of Termination Date. The Borrower may, at its option, elect
to extend the Termination Date for an additional period of one year by written
notice (the "Notice to Extend") to the Administrative Agent of its election to
exercise its rights under this provision and extend the Termination Date;
provided that (i) the Borrower may exercise its rights under this provision only
once during the Commitment Period and the Termination Date may be extended to a
date not later than January 25, 2010, (ii) the Notice to Extend must be
delivered not less than sixty (60) days prior to the original Termination

                                       24
<PAGE>

Date hereunder, (iii) no Default or Event of Default shall then exist and be
continuing on the date of the request for Notice to Extend or any such request
or on the date any such extension is effective, and (iv) the Notice to Extend
shall be accompanied by payment to the Administrative Agent for the ratable
benefit of the Lenders of an extension fee (the "Extension Fee") in an amount
equal to twenty basis points (0.20%) on the Aggregate Revolving Commitments. The
Administrative Agent shall give prompt notice to the Lenders of its receipt of
any such Notice to Extend.

      (f) Increase in Revolving Commitments. Subject to the terms and conditions
set forth herein, the Borrower may, at any time within two (2) years of the
Closing Date, upon written notice to the Administrative Agent, increase the
Aggregate Revolving Committed Amount by up to TWO HUNDRED FIFTY MILLION DOLLARS
($250,000,000); provided that:

            (i) the Borrower shall obtain commitments for the amount of the
      increase from existing Lenders or other commercial banks or financial
      institutions reasonably acceptable to the Administrative Agent, which
      other commercial banks and financial institutions shall join in this
      Credit Agreement as Lenders by joinder agreement substantially in the form
      of Exhibit 2.01(f) attached hereto or other arrangement reasonably
      acceptable to the Administrative Agent,

            (ii) any such increase shall be in a minimum aggregate principal
      amount of $5 million and integral multiples of $1 million in excess
      thereof (or the remaining amount, if less),

            (iii) (A) the L/C Committed Amount shall be increased to an amount
      equal to fifteen percent (15%) of Aggregate Revolving Committed Amount, as
      increased, (B) the Swing Line Committed Amount shall be increased to an
      amount equal to fifteen percent (15%) of Aggregate Revolving Committed
      Amount, as increased, and (C) the Competitive Revolving Loan Maximum
      Amount shall be increased to an amount equal to fifty percent (50%) of
      Aggregate Revolving Committed Amount, as increased,

            (iv) if any Revolving Loans are outstanding at the time of any such
      increase, the Borrower shall make such payments and adjustments on the
      Revolving Loans (including payment of any break-funding amounts owing
      under Section 3.05) as may be necessary to give effect to the revised
      commitment percentages and commitment amounts,

            (v) the conditions to the making of a Revolving Loan set forth in
      Section 4.02 shall be satisfied; and

            (vi) after giving effect thereto, the Aggregate Revolving Committed
      Amount shall not exceed SIX HUNDRED FIFTY MILLION DOLLARS ($650,000,000).

In connection with any such increase in the Revolving Commitments, Schedule 2.01
shall be revised to reflect the modified commitments and commitment percentages
of the Lenders, and the Borrower shall provide supporting corporate resolutions,
legal opinions, promissory notes and other items as may be reasonably requested
by the Administrative Agent and the Lenders in connection therewith.

      2.02 Borrowings, Conversions and Continuations.

      (a) Each Borrowing, each conversion of Loans from one Type to the other,
and each continuation of Eurodollar Rate Loans shall be made upon the Borrower's
irrevocable notice to the Administrative Agent, which may be given by telephone.
Each such notice must be received by the Administrative Agent not later than
1:00 p.m. (i) with respect to Eurodollar Rate Loans, three (3) Business Days
prior to, or (ii) with respect to Base Rate Loans, on the requested date of, the
requested

                                       25
<PAGE>

date of any Borrowing, conversion or continuation. Each telephonic notice by the
Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery
to the Administrative Agent of a written Loan Notice, appropriately completed
and signed by a Responsible Officer of the Borrower. Except as provided in
Sections 2.03(c) and 2.04(c), each Borrowing, conversion or continuation shall
be in a principal amount of (i) with respect to Eurodollar Rate Loans, $2
million or a whole multiple of $1 million in excess thereof or (ii) with respect
to Base Rate Loans, $500,000 or a whole multiple of $100,000 in excess thereof.
Each Loan Notice (whether telephonic or written) shall specify (i) whether the
Borrower's request is with respect to Committed Revolving Loans, (ii) whether
such request is for a Borrowing, conversion, or continuation, (ii) the requested
date of such Borrowing, conversion or continuation (which shall be a Business
Day), (iii) the principal amount of Loans to be borrowed, converted or
continued, (iv) the Type of Loans to be borrowed, converted or continued, and
(v) if applicable, the duration of the Interest Period with respect thereto. If
the Borrower fails to specify a Type of Loan in a Loan Notice or if the Borrower
fails to give a timely notice requesting a conversion or continuation, then the
applicable Loans shall be made as, or converted to, Base Rate Loans. Any
automatic conversion to Base Rate Loans shall be effective as of the last day of
the Interest Period then in effect with respect to the applicable Eurodollar
Rate Loans. If the Borrower requests a Borrowing of, conversion to, or
continuation of Eurodollar Rate Loans in any Loan Notice, but fails to specify
an Interest Period, the Interest Period will be deemed to be one month.

      (b) Following receipt of a Loan Notice, the Administrative Agent shall
promptly notify each Lender of the amount of its Revolving Commitment Percentage
of the applicable Loans, and if no timely notice of a conversion or continuation
is provided by the Borrower, the Administrative Agent shall notify each Lender
of the details of any automatic conversion to Base Rate Loans described in the
preceding subsection. In the case of a Borrowing, each Lender shall make the
amount of its Loan available to the Administrative Agent in immediately
available funds at the Administrative Agent's Office not later than 3:00 p.m. on
the Business Day specified in the applicable Loan Notice. Upon satisfaction of
the applicable conditions set forth in Section 4.02 (and, if such Borrowing is
the initial Extension of Credit, Section 4.01), the Administrative Agent shall
make all funds so received available to the Borrower in like funds as received
by the Administrative Agent either by (i) crediting the account of the Borrower
on the books of the Administrative Agent with the amount of such funds or (ii)
wire transfer of such funds, in each case in accordance with instructions
provided to (and reasonably acceptable to) the Administrative Agent by the
Borrower; provided, however, that if, on the date the Loan Notice with respect
to such Borrowing is given by the Borrower, there are Swing Line Loans or L/C
Borrowings outstanding, then the proceeds of such Borrowing shall be applied,
first, to the payment in full of any such L/C Borrowings, second, to the payment
in full of any such Swing Line Loans, and third, to the Borrower as provided
above.

      (c) Except as otherwise provided herein, without the consent of the
Required Lenders, (i) a Eurodollar Rate Loan may be continued or converted only
on the last day of an Interest Period for such Eurodollar Rate Loan and (ii) any
conversion into, or continuation as, a Eurodollar Rate Loan may be made only if
the conditions to Extensions of Credit in Section 4.02 have been satisfied.
During the existence of a Default or Event of Default, (i) no Loan may be
requested as, converted to or continued as a Eurodollar Rate Loan and (ii) at
the request of the Required Lenders, any outstanding Eurodollar Rate Loan shall
be converted immediately to a Base Rate Loan.

      (d) The Administrative Agent shall promptly notify the Borrower and the
Lenders of the interest rate applicable to any Interest Period for Eurodollar
Rate Loans upon determination of such interest rate. The determination of the
Eurodollar Rate by the Administrative Agent shall be conclusive in the absence
of manifest error. At any time that Base Rate Loans are outstanding, the
Administrative Agent shall notify the Borrower and the Lenders of any change in
Bank of America's prime rate used in determining the Base Rate promptly
following the public announcement of such change.

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<PAGE>

      (e) After giving effect to all Borrowings, all conversions of Loans from
one Type to the other, and all continuations of Loans as the same Type, there
shall not be more than seven (7) Interest Periods in effect with respect to
Loans.

      2.03 Additional Provisions with respect to Letters of Credit.

      (a) Obligation to Issue or Amend.

            (i) The L/C Issuer shall be under no obligation to issue any Letter
      of Credit if:

                  (A) the issuance of such Letter of Credit would violate one or
            more policies of the L/C Issuer; or

                  (B) such Letter of Credit is in an initial amount less than
            $500,000 or is to be denominated in a currency other than Dollars.

            (ii) The L/C Issuer shall not issue any Letter of Credit if:

                  (A) any order, judgment or decree of any Governmental
            Authority or arbitrator shall by its terms purport to enjoin or
            restrain the L/C Issuer from issuing such Letter of Credit, or any
            Law applicable to the L/C Issuer or any request or directive
            (whether or not having the force of law) from any Governmental
            Authority with jurisdiction over the L/C Issuer shall prohibit, or
            request that the L/C Issuer refrain from, the issuance of letters of
            credit generally or such Letter of Credit in particular or shall
            impose upon the L/C Issuer with respect to such Letter of Credit any
            restriction, reserve or capital requirement (for which the L/C
            Issuer is not otherwise compensated hereunder) not in effect on the
            Closing Date, or shall impose upon the L/C Issuer any unreimbursed
            loss, cost or expense that was not applicable on the Closing Date
            and that the L/C Issuer in good faith deems material to it;

                  (B) the expiry date of such requested Letter of Credit would
            occur at the earlier of (i) more than twelve (12) months after the
            date of issuance or last renewal or (ii) less than sixty (60) days
            prior to the Termination Date, unless the Required Lenders have
            approved such expiry date;

                  (C) the expiry date of such requested Letter of Credit would
            occur after the Letter of Credit Expiration Date, unless all the
            Lenders have approved such expiry date;

                  (D) one or more applicable conditions contained in Section
            4.02 shall not then be satisfied and the L/C Issuer shall have
            received written notice thereof from any Lender or any Credit Party
            at least one Business Day prior to the requested date of issuance of
            such Letter of Credit; or

                  (E) the Revolving Commitments have been terminated pursuant to
            Section 7.01.

            (iii) The L/C Issuer shall be under no obligation to amend any
      Letter of Credit if:

                  (A) the L/C Issuer would have no obligation at such time to
            issue such Letter of Credit in its amended form under the terms
            hereof; or

                                       27
<PAGE>

                  (B) the beneficiary of such Letter of Credit does not accept
            the proposed amendment to such Letter of Credit.

            (iv) The L/C Issuer shall not amend any Letter of Credit if:

                  (A) one or more applicable conditions contained in Section
            4.02 shall not then be satisfied and the L/C Issuer shall have
            received written notice thereof from any Lender or any Credit Party
            at least one Business Day prior to the requested date of amendment
            of such Letter of Credit; or

                  (B) the Revolving Commitments have been terminated pursuant to
            Section 7.01.

      (b) Procedures for Issuance and Amendment.

            (i) Each Letter of Credit shall be issued or amended, as the case
      may be, upon the request of the Borrower delivered to the L/C Issuer (with
      a copy to the Administrative Agent) in the form of a Letter of Credit
      Application, appropriately completed and signed by a Responsible Officer
      of the Borrower. Such Letter of Credit Application must be received by the
      L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least
      two (2) Business Days (or such later date and time as the L/C Issuer may
      agree in a particular instance in its sole discretion) prior to the
      proposed issuance date or date of amendment, as the case may be. In the
      case of a request for an initial issuance of a Letter of Credit, such
      Letter of Credit Application shall specify in form and detail satisfactory
      to the L/C Issuer: (A) the proposed issuance date of the requested Letter
      of Credit (which shall be a Business Day); (B) the amount thereof; (C) the
      expiry date thereof; (D) the name and address of the beneficiary thereof;
      (E) the documents to be presented by such beneficiary in case of any
      drawing thereunder; (F) the full text of any certificate to be presented
      by such beneficiary in case of any drawing thereunder; and (G) such other
      matters as the L/C Issuer may require. In the case of a request for an
      amendment of any outstanding Letter of Credit, such Letter of Credit
      Application shall specify in form and detail satisfactory to the L/C
      Issuer (A) the Letter of Credit to be amended; (B) the proposed date of
      amendment thereof (which shall be a Business Day); (C) the nature of the
      proposed amendment; and (D) such other matters as the L/C Issuer may
      require.

            (ii) Promptly after receipt of any Letter of Credit Application, the
      L/C Issuer will confirm with the Administrative Agent (by telephone or in
      writing) that the Administrative Agent has received a copy of such Letter
      of Credit Application from the Borrower and, if not, the L/C Issuer will
      provide the Administrative Agent with a copy thereof. Upon receipt by the
      L/C Issuer of confirmation from the Administrative Agent that the
      requested issuance or amendment is permitted in accordance with the terms
      hereof, then, subject to the terms and conditions hereof, the L/C Issuer
      shall, on the requested date, issue a Letter of Credit for the account of
      the Borrower or enter into the applicable amendment, as the case may be,
      in each case in accordance with the L/C Issuer's usual and customary
      business practices. Immediately upon the issuance of each Letter of
      Credit, each Lender shall be deemed to, and hereby irrevocably and
      unconditionally agrees to, purchase from the L/C Issuer a risk
      participation in such Letter of Credit in an amount equal to the product
      of such Lender's Revolving Commitment Percentage of such Letter of Credit.

            (iii) Promptly after its delivery of any Letter of Credit or any
      amendment to a Letter of Credit to an advising bank with respect thereto
      or to the beneficiary thereof, the L/C Issuer will

                                       28
<PAGE>

      also deliver to the Borrower and the Administrative Agent a true and
      complete copy of such Letter of Credit or amendment.

      (c) Drawings and Reimbursements; Funding of Participations.

            (i) Upon any drawing under any Letter of Credit, the L/C Issuer
      shall notify the Borrower and the Administrative Agent thereof. Not later
      than 11:00 a.m. on the date of any payment by the L/C Issuer under a
      Letter of Credit (each such date, an "Honor Date"), the Borrower shall
      reimburse the L/C Issuer through the Administrative Agent in an amount
      equal to the amount of such drawing. If the Borrower fails to so reimburse
      the L/C Issuer by such time, the Administrative Agent shall promptly
      notify each Lender of the Honor Date, the amount of the unreimbursed
      drawing (the "Unreimbursed Amount"), and the amount of such Lender's
      Revolving Commitment Percentage thereof. In such event, the Borrower shall
      be deemed to have requested a Borrowing of Base Rate Loans to be disbursed
      on the Honor Date in an amount equal to the Unreimbursed Amount, without
      regard to the minimum and multiples specified in Section 2.02 for the
      principal amount of Base Rate Loans, the amount of the unutilized portion
      of the Aggregate Revolving Commitments or the conditions set forth in
      Section 4.02. Any notice given by the L/C Issuer or the Administrative
      Agent pursuant to this Section 2.03(c)(i) may be given by telephone if
      immediately confirmed in writing; provided that the lack of such an
      immediate confirmation shall not affect the conclusiveness or binding
      effect of such notice.

            (ii) Each Lender (including the Lender acting as L/C Issuer) shall
      upon any notice pursuant to Section 2.03(c)(i) make funds available to the
      Administrative Agent for the account of the L/C Issuer at the
      Administrative Agent's Office in an amount equal to its Revolving
      Commitment Percentage of the Unreimbursed Amount not later than 1:00 p.m.
      on the Business Day specified in such notice by the Administrative Agent,
      whereupon, subject to the provisions of Section 2.03(c)(iii), each Lender
      that so makes funds available shall be deemed to have made a Committed
      Revolving Loan that is a Base Rate Loan to the Borrower in such amount.
      The Administrative Agent shall remit the funds so received to the L/C
      Issuer.

            (iii) With respect to any Unreimbursed Amount that is not fully
      refinanced by a Borrowing of Base Rate Loans for any reason, the Borrower
      shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in
      the amount of the Unreimbursed Amount that is not so refinanced, which L/C
      Borrowing shall be due and payable on demand (together with interest) and
      shall bear interest at the Default Rate. In such event, each Lender's
      payment to the Administrative Agent for the account of the L/C Issuer
      pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its
      participation in such L/C Borrowing and shall constitute an L/C Advance
      from such Lender in satisfaction of its participation obligation under
      this Section 2.03.

            (iv) Until each Lender funds its Committed Revolving Loan or L/C
      Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer for
      any amount drawn under any Letter of Credit, interest in respect of such
      Lender's Revolving Commitment Percentage of such amount shall be solely
      for the account of the L/C Issuer.

            (v) Each Lender's obligation to make Committed Revolving Loans or
      L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters
      of Credit, as contemplated by this Section 2.03(c), shall be absolute and
      unconditional and shall not be affected by any circumstance, including (A)
      any set-off, counterclaim, recoupment, defense or other right that such
      Lender may have against the L/C Issuer, the Borrower or any other Person
      for any reason whatsoever; (B) the occurrence or continuance of a Default
      or Event of Default, (C) non-compliance with the conditions set forth in
      Section 4.02, or (D) any other occurrence, event or

                                       29
<PAGE>

      condition, whether or not similar to any of the foregoing. No such making
      of an L/C Advance shall relieve or otherwise impair the obligation of the
      Borrower to reimburse the L/C Issuer for the amount of any payment made by
      the L/C Issuer under any Letter of Credit, together with interest as
      provided herein.

            (vi) If any Lender fails to make available to the Administrative
      Agent for the account of the L/C Issuer any amount required to be paid by
      such Lender pursuant to the foregoing provisions of this Section 2.03(c)
      by the time specified in Section 2.03(c)(ii), the L/C Issuer 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 L/C Issuer at a rate per annum equal to the
      Federal Funds Rate from time to time in effect. A certificate of the L/C
      Issuer submitted to any Lender (through the Administrative Agent) with
      respect to any amounts owing under this clause (vi) shall be conclusive
      absent manifest error.

      (d) Repayment of Participations.

            (i) At any time after the L/C Issuer has made a payment under any
      Letter of Credit and has received from any Lender such Lender's L/C
      Advance in respect of such payment in accordance with Section 2.03(c), if
      the Administrative Agent receives for the account of the L/C Issuer any
      payment in respect of the related Unreimbursed Amount or interest thereon
      (whether directly from the Borrower or otherwise, including proceeds of
      Cash Collateral applied thereto by the Administrative Agent), the
      Administrative Agent will distribute to such Lender its Revolving
      Commitment Percentage thereof (appropriately adjusted, in the case of
      interest payments, to reflect the period of time during which such
      Lender's L/C Advance was outstanding) in the same funds as those received
      by the Administrative Agent.

            (ii) If any payment received by the Administrative Agent for the
      account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to be
      returned under any of the circumstances described in Section 9.06
      (including pursuant to any settlement entered into by the L/C Issuer in
      its discretion), each Lender shall pay to the Administrative Agent for the
      account of the L/C Issuer its Revolving Commitment Percentage thereof on
      demand of the Administrative Agent, plus interest thereon from the date of
      such demand to the date such amount is returned by such Lender, at a rate
      per annum equal to the Federal Funds Rate from time to time in effect.

      (e) Obligations Absolute. The obligation of the Borrower to reimburse the
L/C Issuer for each drawing under each Letter of Credit and to repay each L/C
Borrowing shall be absolute, unconditional and irrevocable, and shall be paid
strictly in accordance with the terms of this Credit Agreement under all
circumstances, including the following:

            (i) any lack of validity or enforceability of such Letter of Credit,
      this Credit Agreement, or any other agreement or instrument relating
      thereto;

            (ii) the existence of any claim, counterclaim, set-off, defense or
      other right that the Borrower may have at any time against any beneficiary
      or any transferee of such Letter of Credit (or any Person for whom any
      such beneficiary or any such transferee may be acting), the L/C Issuer or
      any other Person, whether in connection with this Credit Agreement, the
      transactions contemplated hereby or by such Letter of Credit or any
      agreement or instrument relating thereto, or any unrelated transaction;

                                       30
<PAGE>

            (iii) any draft, demand, certificate or other document presented
      under such Letter of Credit proving to be forged, fraudulent, invalid or
      insufficient in any respect or any statement therein being untrue or
      inaccurate in any respect; or any loss or delay in the transmission or
      otherwise of any document required in order to make a drawing under such
      Letter of Credit;

            (iv) any payment by the L/C Issuer under such Letter of Credit
      against presentation of a draft or certificate that does not strictly
      comply with the terms of such Letter of Credit; or any payment made by the
      L/C Issuer under such Letter of Credit to any Person purporting to be a
      trustee in bankruptcy, debtor-in-possession, assignee for the benefit of
      creditors, liquidator, receiver or other representative of or successor to
      any beneficiary or any transferee of such Letter of Credit, including any
      arising in connection with any proceeding under any Debtor Relief Law; or

            (v) any other circumstance or happening whatsoever, whether or not
      similar to any of the foregoing, including any other circumstance that
      might otherwise constitute a defense available to, or a discharge of, the
      Borrower.

      The Borrower shall promptly examine a copy of each Letter of Credit and
each amendment thereto that is delivered to it and, in the event of any claim of
noncompliance with the Borrower's instructions or other irregularity, the
Borrower will immediately notify the L/C Issuer. The Borrower shall be
conclusively deemed to have waived any such claim against the L/C Issuer and its
correspondents unless such notice is given as aforesaid.

      (f) Role of L/C Issuer. Each Lender and the Borrower agree that, in paying
any drawing under a Letter of Credit, the L/C Issuer shall not have any
responsibility to obtain any document (other than any sight draft, certificates
and documents expressly required by the Letter of Credit) or to ascertain or
inquire as to the validity or accuracy of any such document or the authority of
the Person executing or delivering any such document. None of the L/C Issuer,
any Agent-Related Person nor any of the respective correspondents, participants
or assignees of the L/C Issuer shall be liable to any Lender for (i) any action
taken or omitted in connection herewith at the request or with the approval of
the Lenders or the Required Lenders, as applicable; (ii) any action taken or
omitted in the absence of gross negligence or willful misconduct; or (iii) the
due execution, effectiveness, validity or enforceability of any document or
instrument related to any Letter of Credit or Letter of Credit Application. The
Borrower hereby assumes all risks of the acts or omissions of any beneficiary or
transferee with respect to its use of any Letter of Credit; provided, however,
that this assumption is not intended to, and shall not, preclude the Borrower's
pursuing such rights and remedies as it may have against the beneficiary or
transferee at law or under any other agreement. None of the L/C Issuer, any
Agent-Related Person, nor any of the respective correspondents, participants or
assignees of the L/C Issuer, shall be liable or responsible for any of the
matters described in clauses (i) through (v) of Section 2.03(e); provided,
however, that anything in such clauses to the contrary notwithstanding, the
Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be
liable to the Borrower, to the extent, but only to the extent, of any direct, as
opposed to consequential or exemplary, damages suffered by the Borrower that the
Borrower proves were caused by the L/C Issuer's willful misconduct or gross
negligence or the L/C Issuer's willful failure to pay under any Letter of Credit
after the presentation to it by the beneficiary of a sight draft and
certificate(s) strictly complying with the terms and conditions of a Letter of
Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer
may accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary, and the L/C Issuer shall not be responsible for the
validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, that may prove to be
invalid or ineffective for any reason.

                                       31
<PAGE>

      (g) Cash Collateral. (i) If the L/C Issuer has honored any full or partial
drawing request under any Letter of Credit and such drawing has resulted in an
L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any
Letter of Credit may for any reason remain outstanding and partially or wholly
undrawn, the Borrower shall immediately provide Cash Collateral in the then
Outstanding Amount of all L/C Obligations (in an amount equal to such
Outstanding Amount determined as of the date of such L/C Borrowing or the Letter
of Credit Expiration Date, as the case may be). The Borrower hereby grants to
the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, a
security interest in all such cash, deposit accounts and all balances therein
and all proceeds of the foregoing. Cash Collateral shall be maintained in
blocked deposit accounts at Bank of America.

      (h) Applicability of ISP. Unless otherwise expressly agreed by the L/C
Issuer and the Borrower when a Letter of Credit is issued (including any such
agreement applicable to an Existing Letter of Credit), the rules of the ISP
shall apply to each standby Letter of Credit.

      (i) Letter of Credit Fees. The Borrower shall pay Letter of Credit fees as
set forth in Section 2.10.

      (j) Conflict with Letter of Credit Application. In the event of any
conflict between the terms hereof and the terms of any Letter of Credit
Application, the terms hereof shall control.

      2.04 Additional Provisions with respect to Swing Line Loans.

      (a) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the
Borrower's irrevocable notice 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 2:00 p.m. on the
requested borrowing date, and shall specify (i) the amount to be borrowed, which
shall be a minimum of $100,000, 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
Loan Notice, appropriately completed and signed by a Responsible Officer of the
Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Loan
Notice, the Swing Line Lender will confirm with the Administrative Agent (by
telephone or in writing) that the Administrative Agent has also received such
Loan Notice 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 Swing Line Borrowing (A) directing the Swing Line
Lender not to make such Swing Line Loan as a result of the limitations set forth
in this Article II, or (B) that one or more of the applicable conditions
specified in Section 4.02 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 Loan Notice, make the amount of its Swing Line
Loan available to the Borrower by crediting the account of the Borrower on the
books of the Swing Line Lender in immediately available funds.

      (b) Refinancing.

            (i) The Swing Line Lender at any time in its sole and absolute
      discretion may request, on behalf of the Borrower (which hereby
      irrevocably authorizes the Swing Line Lender to so request on its behalf),
      that each Lender make a Committed Revolving Loan that is a Base Rate Loan
      in an amount equal to such Lender's Revolving Commitment Percentage of
      Swing Line Loans then outstanding. Such request shall be made in writing
      (which written request shall be deemed to be a Loan Notice for purposes
      hereof) and in accordance with the requirements of

                                       32
<PAGE>

      Section 2.02, without regard to the minimum and multiples specified
      therein for the principal amount of Base Rate Loans, the unutilized
      portion of the Aggregate Commitments or the conditions set forth in
      Section 4.02. The Swing Line Lender shall furnish the Borrower with a copy
      of the applicable Loan Notice promptly after delivering such notice to the
      Administrative Agent. Each Lender shall make an amount equal to its
      Revolving Commitment Percentage of the amount specified in such Loan
      Notice available to the Administrative Agent in immediately available
      funds for the account of the Swing Line Lender at the Administrative
      Agent's Office not later than 1:00 p.m. on the day specified in such Loan
      Notice, whereupon, subject to Section 2.04(b)(ii), each Lender that so
      makes funds available shall be deemed to have made a Committed Revolving
      Loan that is a Base Rate Loan to the Borrower in such amount. The
      Administrative Agent shall remit the funds so received to the Swing Line
      Lender.

            (ii) If for any reason any Swing Line Loan cannot be refinanced by
      such a Borrowing of Committed Revolving Loans in accordance with Section
      2.04(b)(i), the request for Committed Revolving 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 2.04(b)(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
      2.04(b) by the time specified in Section 2.04(b)(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 Federal Funds Rate from time to time in effect. 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 Committed Revolving Loans or
      to purchase and fund risk participations in Swing Line Loans pursuant to
      this Section 2.04(b) shall be absolute and unconditional and shall not be
      affected by any circumstance, including (A) any set-off, counterclaim,
      recoupment, defense or other right that such Lender may have against the
      Swing Line Lender, the Borrower or any other Person for any reason
      whatsoever, (B) the occurrence or continuance of a Default or Event of
      Default, (C) non-compliance with the conditions set forth in Section 4.02,
      or (D) any other occurrence, event or condition, whether or not similar to
      any of the foregoing. No such purchase or funding of risk participations
      shall relieve or otherwise impair the obligation of the Borrower to repay
      Swing Line Loans, together with interest as provided herein.

      (c) 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
      distribute to such Lender its Revolving Commitment Percentage of such
      payment (appropriately adjusted, in the case of interest payments, to
      reflect the period of time during which such Lender's risk participation
      was funded) in the same funds as those received by the Swing Line Lender.

                                       33
<PAGE>

            (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 under any of the circumstances described in Section
      9.06 (including pursuant to any settlement entered into by the Swing Line
      Lender in its discretion), each Lender shall pay to the Swing Line Lender
      its Revolving Commitment 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 Rate. The Administrative Agent will make such demand upon
      the request of the Swing Line Lender.

      (d) Interest for Account of Swing Line Lender. The Swing Line Lender shall
be responsible for invoicing the Borrower for interest on the Swing Line Loans.
Until each Lender funds its Committed Revolving Loan or risk participation
pursuant to this Section 2.04 to refinance such Lender's Revolving Commitment
Percentage of any Swing Line Loan, interest in respect thereof shall be solely
for the account of the Swing Line Lender.

      (e) Payments Directly to Swing Line Lender. The Borrower shall make all
payments of principal and interest in respect of the Swing Line Loans directly
to the Swing Line Lender.

      2.05 Additional Provisions relating to Competitive Revolving Loans.

      (a) Requesting Competitive Bids. The Borrower may request the submission
of Competitive Bids by delivering a Bid Request to the Competitive Bid Agent and
the Administrative Agent not later than 12:00 noon (i) one Business Day prior to
the requested date of any Bid Borrowing that is to consist of Absolute Rate
Loans and (ii) four (4) Business Days prior to the requested date of any Bid
Borrowing that is to consist of Eurodollar Margin Bid Loans. Each Bid Request
shall specify (A) the requested date of the Bid Borrowing (which shall be a
Business Day), (B) the aggregate principal amount of Competitive Revolving Loans
requested (which must be $10 million or a whole multiple of $1 million in excess
thereof), (C) the Type of Competitive Revolving Loans requested, and (D) the
duration of the Interest Period with respect thereto, and shall be signed by a
Responsible Officer or duly authorized signatory of the Borrower. No Bid Request
shall contain a request for (x) more than one Type of Competitive Revolving
Loan, or (y) Competitive Revolving Loans having more than three (3) different
Interest Periods. Unless the Competitive Bid Agent otherwise agrees in its sole
and absolute discretion, the Borrower may not submit a Bid Request if another
Bid Request has been submitted within the preceding five (5) Business Days.

      (b) Submitting Competitive Bids.

            (i) After confirming with the Administrative Agent that the
      applicable Bid Request complies with the provisions of Section 2.01(d),
      the Competitive Bid Agent shall promptly notify each Lender of each Bid
      Request received by it from the Borrower and the contents of such Bid
      Request.

            (ii) Each Lender may (but shall have no obligation to) submit a
      Competitive Bid containing an offer to make one or more Competitive
      Revolving Loans in response to such Bid Request. Such Competitive Bid must
      be delivered to the Competitive Bid Agent not later than 10:30 a.m. (A) on
      the requested date of any Bid Borrowing that is to consist of Absolute
      Rate Loans and (B) three (3) Business Days prior to the requested date of
      any Bid Borrowing that is to consist of Eurodollar Margin Bid Loans;
      provided, however, that, if Bank of America is the Competitive Bid Agent,
      any Competitive Bid submitted by Bank of America in its capacity as a
      Lender in response to any Bid Request must be submitted to the Competitive
      Bid Agent not later than 10:15 a.m. on the date on which Competitive Bids
      are required to be delivered by the other

                                       34
<PAGE>

      Lenders in response to such Bid Request. Each Competitive Bid shall
      specify (1) the proposed date of the Bid Borrowing; (2) the principal
      amount of each Competitive Revolving Loan for which such Competitive Bid
      is being made, which principal amount (I) may be equal to, greater than or
      less than the Revolving Commitment of the bidding Lender, (II) must be in
      a minimum principal amount of $5 million and integral multiples of $1
      million in excess thereof, and (III) may not exceed the principal amount
      of Competitive Revolving Loans for which Competitive Bids were requested;
      (3) if the proposed Bid Borrowing is to consist of Absolute Rate Bid
      Loans, the Absolute Rate offered for each such Competitive Revolving Loan
      and the Interest Period applicable thereto; (4) if the proposed Bid
      Borrowing is to consist of Eurodollar Margin Bid Loans, the Eurodollar Bid
      Margin with respect to each such Eurodollar Margin Bid Loan and the
      Interest Period applicable thereto; and (5) the identity of the bidding
      Lender.

            (iii) Any Competitive Bid shall be disregarded if it (A) is received
      after the applicable time specified in clause (ii) above, (B) is not
      substantially in the form of a Competitive Bid as specified herein, (C)
      contains qualifying, conditional or similar language, (D) proposes terms
      other than or in addition to those set forth in the applicable Bid
      Request, or (E) is otherwise not responsive to such Bid Request. Any
      Lender may correct a Competitive Bid containing a manifest error by
      submitting a corrected Competitive Bid (identified as such) not later than
      the applicable time required for submission of Competitive Bids. Any such
      submission of a corrected Competitive Bid shall constitute a revocation of
      the Competitive Bid that contained the manifest error. The Competitive Bid
      Agent may, but shall not be required to, notify any Lender of any manifest
      error it detects in such Lender's Competitive Bid.

            (iv) Subject only to the provisions of Sections 3.02, 3.03 and 4.02
      and clause (iii) above, each Competitive Bid shall be irrevocable.

      (c) Notice to Borrower of Competitive Bids. Not later than 11:00 a.m. (i)
on the requested date of any Bid Borrowing that is to consist of Absolute Rate
Loans or (ii) three (3) Business Days prior to the requested date of any Bid
Borrowing that is to consist of Eurodollar Margin Bid Loans, the Competitive Bid
Agent shall notify the applicable Borrower of the identity of each Lender that
has submitted a Competitive Bid that complies with the foregoing clause (b) and
of the terms of the offers contained in each such Competitive Bid.

      (d) Acceptance of Competitive Bids. Not later than 12:00 noon (i) on the
requested date of any Bid Borrowing that is to consist of Absolute Rate Loans
and (ii) three (3) Business Days prior to the requested date of any Bid
Borrowing that is to consist of Eurodollar Margin Bid Loans, the Borrower shall
notify the Competitive Bid Agent of its acceptance or rejection of the offers
notified to it pursuant to the foregoing clause (c). The Borrower shall be under
no obligation to accept any Competitive Bid and may choose to reject all
Competitive Bids. In the case of acceptance, such notice shall specify the
aggregate principal amount of Competitive Bids for each Interest Period that is
accepted. The Borrower may accept any Competitive Bid in whole or in part;
provided that:

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

            (2) the principal amount of each Competitive Revolving Loan must be
      in a minimum principal amount of $5 million and integral multiples of $1
      million in excess thereof;

            (3) the acceptance of offers may be made only on the basis of
      ascending Absolute Rates or Eurodollar Bid Margins within each Interest
      Period; and

                                       35
<PAGE>

            (4) the Borrower may not accept any offer that is described in the
      foregoing subsection (b)(iii) above or that otherwise fails to comply with
      the requirements hereof.

      (e) Procedure for Identical Bids. If two or more Lenders have submitted
Competitive Bids at the same Absolute Rate or Eurodollar Bid Margin, as the case
may be, for the same Interest Period, and the result of accepting all of such
Competitive Bids in whole (together with any other Competitive Bids at lower
Absolute Rates or Eurodollar Bid Margins, as the case may be, accepted for such
Interest Period in conformity with the requirements of the foregoing subsection
(d)(3) above) would be to cause the aggregate outstanding principal amount of
the applicable Bid Borrowing to exceed the amount specified therefor in the
related Bid Request, then, unless otherwise agreed by the Borrower, the
Competitive Bid Agent and such Lenders, such Competitive Bids shall be accepted
as nearly as possible in proportion to the amount offered by each such Lender in
respect of such Interest Period, at such Absolute Rate or Eurodollar Bid Margin,
without regard to the requirements of foregoing subsection (d)(2) above.

      (f) Notice to Lenders of Acceptance or Rejection of Bids. The Competitive
Bid Agent shall promptly notify each Lender having submitted a Competitive Bid
(with a copy to the Administrative Agent) whether or not its offer has been
accepted and, if its offer has been accepted, of the amount of the Competitive
Revolving Loan or Competitive Revolving Loans to be made by it on the date of
the applicable Bid Borrowing. Any Competitive Bid or portion thereof that is not
accepted by the Borrower by the applicable time specified in foregoing clause
(d) above shall be deemed rejected.

      (g) Notice of Eurodollar Rate. If any Bid Borrowing is to consist of
Eurodollar Margin Loans, the Competitive Bid Agent shall determine the
Eurodollar Rate for the relevant Interest Period, and promptly after making such
determination, shall notify the applicable Borrower and the Lenders that will be
participating in such Bid Borrowing of such Eurodollar Rate.

      (h) Funding of Competitive Revolving Loans. Each Lender that has received
notice pursuant to foregoing clause (f) above that all or a portion of its
Competitive Bid has been accepted by the Borrower shall make the amount of its
Competitive Revolving Loan(s) available to the Competitive Bid Agent in
immediately available funds at the Competitive Bid Agent's Office (or such other
office as provided to the Lenders by the Competitive Bid Agent) not later than
1:00 p.m. on the date of the requested Bid Borrowing. Upon satisfaction of the
applicable conditions set forth in Section 4.02 and after the Competitive Bid
Agent has received confirmation from the Administrative Agent that such
Competitive Bid complies with the provisions of Section 2.01(d), the Competitive
Bid Agent shall make all funds so received available to the Borrower in like
funds as received by the Competitive Bid Agent.

      (i) Notice of Range of Bids. After each Competitive Bid auction pursuant
to this Section 2.05, the Competitive Bid Agent shall notify each Lender that
submitted a Competitive Bid in such auction of the ranges of bids submitted
(without the bidder's name) and accepted for each Competitive Revolving Loan and
the aggregate amount of each Bid Borrowing.

      2.06 Repayment of Loans.

      (a) Revolving Loans. The Borrower shall repay to the Lenders on the
Termination Date the aggregate principal amount of Revolving Loans outstanding
on such date.

      (b) Swing Line Loans. The Borrower shall repay each Swing Line Loan on the
earliest to occur of (i) the date of demand for repayment by the Swing Line
Lender, (ii) the date ten (10) days after such Loan is made and (iii) the
Termination Date.

                                       36
<PAGE>

      (c) Competitive Revolving Loans. The Borrower shall repay each Competitive
Revolving Loan on the earlier of (i) the maturity date thereof or the last day
of the Interest Period therefor, and (ii) the Termination Date.

      2.07 Prepayments.

      (a) Voluntary Prepayments. The Loans (subject to clauses (b) and (c)
below) may be repaid in whole or in part without premium or penalty (except, in
the case of Loans other than Base Rate Loans, amounts payable pursuant to
Section 3.05); provided that (i) notice thereof must be received by 1:00 p.m. by
the Administrative Agent (A) at least two (2) Business Days prior to the date of
prepayment of Eurodollar Rate Loans, and (B) on the Business Day prior to the
date of prepayment of Base Rate Loans, and (ii) any such prepayment shall be in
a minimum principal amount of $2 million and integral multiples of $1 million in
excess thereof, in the case of Eurodollar Rate Loans, and a minimum principal
amount of $500,000 and integral multiples of $100,000 in excess thereof, in the
case of Base Rate Loans, or, in each case, the entire principal amount thereof,
if less. Each such notice of voluntary repayment hereunder shall be irrevocable
and shall specify the date and amount of prepayment and the Loans and Types of
Loans which are to be prepaid. The Administrative Agent will give prompt notice
to the applicable Lenders of any prepayment on the Loans and the Lender's
interest therein. Prepayments of Eurodollar Rate Loans hereunder shall be
accompanied by accrued interest thereon and breakage amounts, if any, under
Section 3.05.

      (b) Mandatory Prepayments. If at any time (i) the aggregate principal
amount of Revolving Obligations shall exceed the Aggregate Revolving Committed
Amount, (ii) the aggregate principal amount of L/C Obligations shall exceed the
L/C Committed Amount, (iii) the aggregate principal amount of Swing Line Loans
shall exceed the Swing Line Committed Amount or (iv) the aggregate principal
amount of Competitive Revolving Loans shall exceed the Competitive Revolving
Loan Maximum Amount, immediate prepayment will be made on the Revolving Loans
and/or to provide Cash Collateral to the L/C Obligations in an amount equal to
such excess; provided, however, that Cash Collateral will not be provided to the
L/C Obligations hereunder until the Revolving Loans and Swing Line Loans have
been paid to or below the Aggregate Revolving Committed Amount or the Swing Line
Committed Amount, as the case may be.

      (c) Prepayment of Competitive Revolving Loans. No Competitive Revolving
Loan may be repaid without the prior consent of the applicable Lender.

      (d) Application. Within each Loan, prepayments will be applied first to
Base Rate Loans, then ratably to Eurodollar Rate Loans and, if such prepayment
is a mandatory prepayment, Competitive Revolving Loans in direct order of
Interest Period maturities. In addition:

            (i) Voluntary Prepayments. Voluntary prepayments shall be applied as
      specified by the Borrower. Voluntary prepayments on the Loan Obligations
      will be paid by the Administrative Agent to the Lenders ratably in
      accordance with their respective interests therein.

            (ii) Mandatory Prepayments. Mandatory prepayments on the Loan
      Obligations will be paid by the Administrative Agent to the Lenders
      ratably in accordance with their respective interests therein; provided
      that mandatory prepayments in respect of the Revolving Commitments under
      subsection (b)(i) above shall be applied to the respective Revolving
      Obligations as appropriate.

                                       37
<PAGE>

      2.08 Termination or Reduction of Commitments.

      The Commitments hereunder may be permanently reduced in whole or in part
by notice from the Borrower to the Administrative Agent; provided that (i) any
such notice thereof must be received by 11:00 a.m. at least five (5) Business
Days prior to the date of reduction or termination and any such prepayment shall
be in a minimum principal amount of $5 million and integral multiples of $1
million in excess thereof; and (ii) the Commitments may not be reduced to an
amount less than the Loan Obligations then outstanding. The Administrative Agent
will give prompt notice to the Lenders of any such reduction in Commitments. Any
reduction of the Aggregate Commitments shall be applied to the Commitment of
each Lender according to its Revolving Commitment Percentage thereof. All
commitment or other fees accrued until the effective date of any termination of
the Aggregate Commitments shall be paid on the effective date of such
termination.

      2.09 Interest.

      (a) Subject to the provisions of clause (b) below, (i) each Committed
Revolving Loan that is a Eurodollar Rate Loan (other than Swing Line Loans)
shall bear interest on the outstanding principal amount thereof for the Interest
Period at a rate per annum equal to the Eurodollar Rate for such Interest Period
plus the Applicable Percentage; (ii) each Committed Revolving Loan that is a
Base Rate Loan shall bear interest on the outstanding principal amount thereof
from the applicable borrowing date at a rate per annum equal to the Base Rate
plus the Applicable Percentage; (iii) each Swing Line Loan shall bear interest
on the outstanding principal amount thereof from the applicable borrowing date
at a rate per annum equal to the Daily Floating Eurodollar Rate plus the
Applicable Percentage, (iv) each Competitive Revolving Loan that is a Eurodollar
Rate Loan shall bear interest on the outstanding principal amount thereof for
each Interest Period at a rate per annum equal to the Eurodollar Rate for such
Interest Period plus (or minus) the Eurodollar Bid Margin; and (v) each
Competitive Revolving Loan that is an Absolute Rate Loan shall bear on the
outstanding principal amount thereof for each Interest Period at a rate per
annum equal to the Absolute Rate agreed upon in accordance with Section 2.05 of
this Credit Agreement.

      (b) If any amount payable by the Borrower under any Credit Document is not
paid when due (without regard to any applicable grace periods), whether at
stated maturity, by acceleration or otherwise, such amount shall thereafter bear
interest at a fluctuating interest rate per annum at all times equal to the
Default Rate to the fullest extent permitted by applicable Law. Furthermore,
upon the request of the Required Lenders, while any Event of Default exists, the
Borrower shall pay interest on the principal amount of all outstanding
Obligations hereunder at a fluctuating interest rate per annum at all times
equal to the Default Rate to the fullest extent permitted by applicable Law.
Accrued and unpaid interest on past due amounts (including interest on past due
interest) shall be due and payable upon demand.

      (c) Interest on each Loan shall be due and payable in arrears on each
Interest Payment Date applicable thereto and at such other times as may be
specified herein. Interest hereunder shall be due and payable in accordance with
the terms hereof before and after judgment, and before and after the
commencement of any proceeding under any Debtor Relief Law.

      2.10 Fees.

      (a) Facility Fee. From and after the Closing Date, the Borrower agrees to
pay the Administrative Agent for the ratable benefit of the Lenders a commitment
fee (the "Facility Fee") for each calendar quarter, prorated for partial
quarters, in an amount equal to the Applicable Percentage multiplied by the
average daily amount of the Aggregate Revolving Commitments (or if the Aggregate
Revolving Commitments shall have expired or been terminated, on the Outstanding
Amount of the Revolving Obligations), regardless of usage. The Facility Fee
shall accrue at all times during the

                                       38
<PAGE>

Commitment Period (and thereafter so long as Revolving Obligations shall remain
outstanding), including periods during which the conditions to Extensions of
Credit in Section 4.02 may not be met, and shall be payable quarterly in arrears
on the last Business Day of each March, June, September and December, commencing
with the first such date to occur after the Closing Date, and on the Termination
Date (and, if applicable, thereafter on demand). The Administrative Agent shall
distribute the Facility Fee to the Lenders pro rata in accordance with the
respective Revolving Commitments of the Lenders.

      (b) Upfront and Other Fees. The Borrower agrees to pay to the
Administrative Agent for the benefit of the Lenders the upfront and other fees
provided in the Administrative Agent's Fee Letter.

      (c) Letter of Credit Fees.

            (i) Letter of Credit Fee. In consideration of the L/C Commitment
      hereunder, the Borrower agrees to pay to the Administrative Agent for the
      ratable benefit of the Lenders an annual fee (the "Letter of Credit Fee")
      equal to the greater of (A) the Applicable Percentage per annum on the
      average daily maximum amount available to be drawn under each such Letter
      of Credit (whether or not such maximum amount is then in effect under such
      Letters of Credit) from the date of issuance to the date of expiration or
      (B) $1,250. The Letter of Credit Fee shall be computed on a quarterly
      basis in arrears and shall be payable quarterly in arrears on the last
      Business Day of each March, June, September and December, commencing on
      the first such date to occur after the Closing Date, and on the Letter of
      Credit Expiration Date (and, if applicable, thereafter on demand.

            (ii) L/C Issuer Fees. In addition to the Letter of Credit Fee, the
      Borrower agrees to pay to the L/C Issuer for its own account without
      sharing by the other Lenders (A) a fronting fee (the "L/C Fronting Fee")
      of one eighth of one percent (0.125%) per annum on the daily maximum
      amount available to be drawn under Letters of Credit issued by it from the
      date of issuance to the date of expiration, and (B) customary issuance,
      presentation, amendment and other processing fees, and other standard
      costs and charges, of the L/C Issuer ("L/C Customary Charges"; together
      with the L/C Fronting Fee, the "L/C Issuer Fees") with respect to the
      issuance, amendment, transfer, administration, cancellation and conversion
      of, and drawings under, such Letters of Credit. The L/C Fronting Fee shall
      be due and payable on the last Business Day of each March, June, September
      and December in respect of the most recently-ended quarterly period (or
      portion thereof, in the case of the first payment), commencing with the
      first such date to occur after the issuance of such Letter of Credit, on
      the Letter of Credit Expiration Date and thereafter on demand. The L/C
      Customary Charges are due and payable on demand and are nonrefundable.

      (d) Administrative Agent's Fees. The Borrower agrees to pay the
Administrative Agent such fees as provided in the Administrative Agent's Fee
Letter or as may be otherwise agreed by the Administrative Agent and the
Borrower from time to time.

      (e) Other Fees.

            (i) The Borrower shall pay to the Arranger and the Administrative
      Agent for their own respective accounts fees in the amounts and at the
      times specified in the Administrative Agent's Fee Letter. Such fees shall
      be fully earned when paid and shall not be refundable for any reason
      whatsoever.

            (ii) The Borrower shall pay to the Competitive Bid Agent, for its
      own account, such fees as shall have been separately agreed upon in
      writing in the amounts and at the times so

                                       39
<PAGE>

      specified. Such fees shall be fully earned when paid and shall not be
      refundable for any reason whatsoever.

            (iii) The Borrower shall pay to the Lenders such fees as shall have
      been separately agreed upon in writing in the amounts and at the times so
      specified. Such fees shall be fully earned when paid and shall not be
      refundable for any reason whatsoever.

      2.11 Computation of Interest and Fees.

      All computations of interest for Base Rate Loans when the Base Rate is
determined by Bank of America's "prime rate" shall be made on the basis of a
year of 365 or 366 days, as the case may be, and actual days elapsed. All other
computations of fees and interest shall be made on the basis of a 360-day year
and actual days elapsed (which results in more fees or interest, as applicable,
being paid than if computed on the basis of a 365-day year). Interest shall
accrue on each Loan for the day on which the Loan is made, and shall not accrue
on a Loan, or any portion thereof, for the day on which the Loan or such portion
is paid, provided that any Loan that is repaid on the same day on which it is
made shall, subject to Section 2.12(a), bear interest for one day.

      2.12 Payments Generally.

      (a) All payments to be made by the Borrower shall be made without
condition or deduction for any counterclaim, defense, recoupment or set-off.
Except as otherwise expressly provided herein, all payments by the Borrower
hereunder shall be made to the Administrative Agent, for the account of the
Lenders to which such payment is owed, at the Administrative Agent's Office in
Dollars and in immediately available funds not later than 2:00 p.m. on the date
specified herein. The Administrative Agent will promptly distribute to each
Lender its Revolving Commitment Percentage (or other applicable share as
provided herein) of such payment in like funds as received by wire transfer to
such Lender's Lending Office. All payments received by the Administrative Agent
after 2:00 p.m. shall be deemed received on the immediately succeeding Business
Day and any applicable interest or fee shall continue to accrue.

      (b) Subject to the definition of "Interest Period," if any payment to be
made by the Borrower shall come due on a day other than a Business Day, payment
shall be made on the next following Business Day, and such extension of time
shall be reflected in computing interest or fees, as the case may be.

      (c) Unless the Borrower or any Lender has notified the Administrative
Agent, prior to the date any payment or advance is required to be made (except
in the case of an advance by a Lender with respect to a requested Borrowing to
be comprised of Base Rate Loans, which notice must be received by 2:00 p.m. on
the date of such Borrowing) by it to the Administrative Agent hereunder, that
the Borrower or such Lender, as the case may be, will not make such payment, the
Administrative Agent may assume that the Borrower or such Lender, as the case
may be, has timely made such payment and may (but shall not be so required to),
in reliance thereon, make available a corresponding amount to the Person
entitled thereto. If and to the extent that such payment was not in fact made to
the Administrative Agent in immediately available funds, then:

            (i) if the Borrower failed to make such payment, each Lender shall
      forthwith on demand repay to the Administrative Agent the portion of such
      assumed payment that was made available to such Lender in immediately
      available funds, together with interest thereon in respect of each day
      from and including the date such amount was made available by the
      Administrative

                                       40
<PAGE>

      Agent to such Lender to the date such amount is repaid to the
      Administrative Agent in immediately available funds at the Federal Funds
      Rate from time to time in effect; and

            (ii) if any Lender failed to make such payment, such Lender shall
      forthwith on demand pay to the Administrative Agent the amount thereof in
      immediately available funds, together with interest thereon for the period
      from the date such amount was made available by the Administrative Agent
      to the Borrower to the date such amount is recovered by the Administrative
      Agent (the "Compensation Period") at a rate per annum equal to the Federal
      Funds Rate from time to time in effect. If such Lender pays such amount to
      the Administrative Agent, then such amount shall constitute such Lender's
      Loan included in the applicable Borrowing. If such Lender does not pay
      such amount forthwith upon the Administrative Agent's demand therefor, the
      Administrative Agent may make a demand therefor upon the Borrower, and the
      Borrower shall pay such amount to the Administrative Agent, together with
      interest thereon for the Compensation Period at a rate per annum equal to
      the rate of interest applicable to the applicable Borrowing. Nothing
      herein shall be deemed to relieve any Lender from its obligation to
      fulfill its Commitment or to prejudice any rights that the Administrative
      Agent or the Borrower may have against any Lender as a result of any
      default by such Lender hereunder.

            A notice of the Administrative Agent to any Lender or the Borrower
      with respect to any amount owing under this clause (c) shall be
      conclusive, absent manifest error.

      (d) If any Lender makes available to the Administrative Agent funds for
any Loan to be made by such Lender as provided in the foregoing provisions of
this Article II, and such funds are not made available to the Borrower by the
Administrative Agent because the conditions to the applicable Extension of
Credit set forth in Section 4.02 are not satisfied or waived in accordance with
the terms hereof, the Administrative Agent shall return such funds (in like
funds as received from such Lender) to such Lender, without interest.

      (e) The obligations of the Lenders hereunder to make Loans and to fund
participations in Letters of Credit and Swing Line Loans are several and not
joint. The failure of any Lender to make any Loan or to fund any such
participation on any date required hereunder shall not relieve any other Lender
of its corresponding obligation to do so on such date, and no Lender shall be
responsible for the failure of any other Lender to so make its Loan or purchase
its participation.

      (f) Nothing herein shall be deemed to obligate any Lender to obtain the
funds for any Loan in any particular place or manner or to constitute a
representation by any Lender that it has obtained or will obtain the funds for
any Loan in any particular place or manner.

      (g) If at any time insufficient funds are received by or are available to
the Administrative Agent to pay fully all amounts of principal, L/C Borrowings,
interest and fees then due hereunder, such funds shall be applied (i) first,
toward costs and expenses (including Attorney Costs and amounts payable under
Article III) incurred by the Administrative Agent and each Lender, (ii) second,
toward repayment of interest and fees then due hereunder, ratably among the
parties entitled thereto in accordance with the amounts of interest and fees
then due to such parties, and (iii) third, toward repayment of principal and L/C
Borrowings then due hereunder, ratably among the parties entitled thereto in
accordance with the amounts of principal and L/C Borrowings then due to such
parties.

      2.13 Sharing of Payments.

      If, other than as expressly provided elsewhere herein, any Lender shall
obtain on account of the Loans made by it, or the participations in L/C
Obligations or in Swing Line Loans held by it (excluding

                                       41
<PAGE>

any amounts applied by the Swing Line Lender to outstanding Swing Line Loans),
any payment (whether voluntary, involuntary, through the exercise of any right
of set-off, or otherwise) in excess of its ratable share (or other share
contemplated hereunder) thereof, such Lender shall immediately (a) notify the
Administrative Agent of such fact, and (b) purchase from the other Lenders such
participations in the Loans made by them and/or such subparticipations in the
participations in L/C Obligations or Swing Line Loans held by them, as the case
may be, as shall be necessary to cause such purchasing Lender to share the
excess payment in respect of such Loans or such participations, as the case may
be, pro rata with each of them; provided, however, that if all or any portion of
such excess payment is thereafter recovered from the purchasing Lender under any
of the circumstances described in Section 9.06 (including pursuant to any
settlement entered into by the purchasing Lender in its discretion), such
purchase shall to that extent be rescinded and each other Lender shall repay to
the purchasing Lender the purchase price paid therefor, together with an amount
equal to such paying Lender's ratable share (according to the proportion of (i)
the amount of such paying Lender's required repayment to (ii) the total amount
so recovered from the purchasing Lender) of any interest or other amount paid or
payable by the purchasing Lender in respect of the total amount so recovered,
without further interest thereon. The Borrower agrees that any Lender so
purchasing a participation from another Lender may, to the fullest extent
permitted by law, exercise all its rights of payment (including the right of
set-off, but subject to Section 9.09) with respect to such participation as
fully as if such Lender were the direct creditor of the Borrower in the amount
of such participation. The Administrative Agent will keep records (which shall
be conclusive and binding in the absence of manifest error) of participations
purchased under this Section and will in each case notify the Lenders following
any such purchases or repayments. Each Lender that purchases a participation
pursuant to this Section shall from and after such purchase have the right to
give all notices, requests, demands, directions and other communications under
this Credit Agreement with respect to the portion of the Obligations purchased
to the same extent as though the purchasing Lender were the original owner of
the Obligations purchased.

      2.14 Evidence of Debt.

      (a) The Extensions of Credit made by each Lender shall be evidenced by one
or more accounts or records maintained by such Lender and by the Administrative
Agent in the ordinary course of business. The accounts or records maintained by
the Administrative Agent and each Lender shall be conclusive absent manifest
error of the amount of the Extensions of Credit made by the Lenders to the
Borrower and the interest and payments thereon. Any failure to so record or any
error in doing so shall not, however, limit or otherwise affect the obligation
of the Borrower hereunder to pay any amount owing with respect to the
Obligations. In the event of any conflict between the accounts and records
maintained by any Lender and the accounts and records of the Administrative
Agent in respect of such matters, the accounts and records of the Administrative
Agent shall control in the absence of manifest error. The Borrower shall execute
and deliver to the Administrative Agent a Note for each Lender that requests a
Note, which shall evidence such Lender's Loans in addition to such accounts or
records. Each Lender may attach schedules to its Note and endorse thereon the
date, Type (if applicable), amount and maturity of its Loans and payments with
respect thereto.

      (b) In addition to the accounts and records referred to in clause (a),
each Lender and the Administrative Agent shall maintain in accordance with its
usual practice accounts or records evidencing the purchases and sales by such
Lender of participations in Letters of Credit and Swing Line Loans. In the event
of any conflict between the accounts and records maintained by the
Administrative Agent and the accounts and records of any Lender in respect of
such matters, the accounts and records of the Administrative Agent shall control
in the absence of manifest error.

                                       42
<PAGE>

                                   ARTICLE III
                     TAXES, YIELD PROTECTION AND ILLEGALITY

      3.01 Taxes.

      (a) Payments Free of Taxes. Any and all payments by or on account of any
obligation of the Borrower hereunder or under any other Credit Document shall be
made free and clear of and without reduction or withholding for any Indemnified
Taxes or Other Taxes, provided that if the Borrower shall be required by
applicable law to deduct any Indemnified Taxes (including any 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, Lender or
L/C Issuer, as the case may be, receives an amount equal to the sum it would
have received had no such deductions been made, (ii) the Borrower shall make
such deductions and (iii) the Borrower shall timely pay the full amount deducted
to the relevant Governmental Authority in accordance with applicable law.

      (b) Payment of Other Taxes by the Borrower. Without limiting the
provisions of clause (a) above, the Borrower shall timely pay any Other Taxes to
the relevant Governmental Authority in accordance with applicable law.

      (c) Indemnification by the Borrower. The Borrower shall indemnify the
Administrative Agent, each Lender and the L/C Issuer, within thirty (30) days
after demand therefor, for the full amount of any Indemnified Taxes or Other
Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) paid by the Administrative
Agent, such Lender or the L/C Issuer, as the case may be, 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 duly executed
certificate setting forth in reasonable detail the calculation of the amount or
the amounts of such payment or liability delivered to the Borrower by a Lender
or the L/C Issuer (with a copy to the Administrative Agent), or by the
Administrative Agent on its own behalf or on behalf of a Lender or the L/C
Issuer, shall be conclusive absent manifest error.

      (d) Evidence of Payments. As soon as practicable after any payment of
Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority,
the Borrower 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) Status of Lenders. Any Foreign Lender that is entitled to an exemption
from or reduction of withholding tax under the law of the jurisdiction in which
the Borrower is resident for tax purposes, or any treaty to which such
jurisdiction is a party, with respect to payments hereunder or under any other
Credit Document shall deliver to the Borrower (with a copy to the Administrative
Agent), at the time or times prescribed by applicable law or reasonably
requested by the Borrower or the Administrative Agent, such properly completed
and executed documentation prescribed by applicable law as will permit such
payments to be made without withholding or at a reduced rate of withholding. In
addition, any Lender, if requested by the Borrower or the Administrative Agent,
shall deliver such other documentation prescribed by applicable law or
reasonably requested by the Borrower or the Administrative Agent as will enable
the Borrower or the Administrative Agent to determine whether or not such Lender
is subject to backup withholding or information reporting requirements.

                                       43
<PAGE>

Without limiting the generality of the foregoing, in the event that the Borrower
is a resident for tax purposes in the United States, any Foreign Lender shall
deliver to the Borrower and the Administrative Agent (in such number of copies
as shall be requested by the recipient) on or prior to the date on which such
Foreign Lender becomes a Lender under this Credit Agreement (and from time to
time thereafter upon the request of the Borrower or the Administrative Agent,
but only if such Foreign Lender is legally entitled to do so), whichever of the
following is applicable:

            (i) duly completed copies of Internal Revenue Service Form W-8BEN
      claiming eligibility for benefits of an income tax treaty to which the
      United States is a party,

            (ii) duly completed copies of Internal Revenue Service Form W-8ECI,

            (iii) in the case of a Foreign Lender claiming the benefits of the
      exemption for portfolio interest under section 881(c) of the Internal
      Revenue Code, (x) a certificate to the effect that such Foreign Lender is
      not (A) a "bank" within the meaning of section 881(c)(3)(A) of the
      Internal Revenue Code, (B) a "10 percent shareholder" of the Borrower
      within the meaning of section 881(c)(3)(B) of the Internal Revenue Code,
      or (C) a "controlled foreign corporation" described in section
      881(c)(3)(C) of the Internal Revenue Code and (y) duly completed copies of
      Internal Revenue Service Form W-8BEN, or

            (iv) any other form prescribed by applicable law as a basis for
      claiming exemption from or a reduction in United States federal
      withholding tax duly completed together with such supplementary
      documentation as may be prescribed by applicable law to permit the
      Borrower to determine the withholding or deduction required to be made.

      (f) Treatment of Certain Refunds. If the Administrative Agent, any Lender
or the L/C Issuer determines, in its sole discretion, that it has received a
refund of any Taxes or Other Taxes as to which it has been indemnified by the
Borrower or with respect to which the Borrower has paid additional amounts
pursuant to this Section, it shall pay to the Borrower an amount equal to such
refund (but only to the extent of indemnity payments made, or additional amounts
paid, by the Borrower under this Section with respect to the Taxes or Other
Taxes giving rise to such refund), net of all out-of-pocket expenses of the
Administrative Agent, such Lender or the L/C Issuer, as the case may be, and
without interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund), provided that the Borrower, upon the
request of the Administrative Agent, such Lender or the L/C Issuer, agrees to
repay the amount paid over to the Borrower (plus any penalties, interest or
other charges imposed by the relevant Governmental Authority) to the
Administrative Agent, such Lender or the L/C Issuer in the event the
Administrative Agent, such Lender or the L/C Issuer is required to repay such
refund to such Governmental Authority. This subsection shall not be construed to
require the Administrative Agent, any Lender or the L/C Issuer to make available
its tax returns (or any other information relating to its taxes that it deems
confidential) to the Borrower or any other Person.

      3.02 Illegality.

      If any Lender determines that any Law has made it unlawful, or that any
Governmental Authority has asserted that it is unlawful, for any Lender or its
applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to
determine or charge interest rates based upon the Eurodollar Rate, or any
Governmental Authority has imposed material restrictions on the authority of
such Lender to purchase or sell, or to take deposits of, Dollars in the London
interbank market, then, on notice thereof by such Lender to the Borrower through
the Administrative Agent, any obligation of such Lender to make or continue
Eurodollar Rate Loans or to convert Loans that are Base Rate Loans to Eurodollar
Rate Loans shall be suspended until such Lender notifies the Administrative
Agent and the Borrower that the circumstances

                                       44
<PAGE>

giving rise to such determination no longer exist. Upon receipt of such notice,
the Borrower shall, upon demand from such Lender (with a copy to the
Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate
Loans of such Lender to Base Rate Loans, either on the last day of the Interest
Period therefor, if such Lender may lawfully continue to maintain such
Eurodollar Rate Loans to such day, or immediately, if such Lender may not
lawfully continue to maintain such Eurodollar Rate Loans. Upon any such
prepayment or conversion, the Borrower shall also pay accrued interest on the
amount so prepaid or converted.

      3.03 Inability to Determine Rates.

      If the Required Lenders determine that for any reason in connection with
any request for a Eurodollar Rate Loan or a conversion to or continuation
thereof that (a) Dollar deposits are not being offered to banks in the London
interbank Eurodollar market for the applicable amount and Interest Period of
such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for
determining the Eurodollar Rate for any requested Interest Period with respect
to a proposed Eurodollar Rate Loan, or (c) the Eurodollar Rate for any requested
Interest Period with respect to a proposed Eurodollar Rate Loan does not
adequately and fairly reflect the cost to such Lenders of funding such Loan, the
Administrative Agent will promptly so notify the Borrower and each Lender.
Thereafter, the obligation of the Lenders to make or maintain Eurodollar Rate
Loans shall be suspended until the Administrative Agent (upon the instruction of
the Required Lenders) revokes such notice. Upon receipt of such notice, the
Borrower may revoke any pending request for a Borrowing of, conversion to or
continuation of Eurodollar Rate Loans or, failing that, will be deemed to have
converted such request into a request for a Borrowing of Loans that are Base
Rate Loans in the amount specified therein.

      3.04 Increased Cost; Capital Adequacy.

      (a) Increased Costs Generally. If any Change in Law shall:

            (i) impose, modify or deem applicable any reserve, special deposit,
      compulsory loan, insurance charge or similar requirement against assets
      of, deposits with or for the account of, or credit extended or
      participated in by, any Lender or the L/C Issuer;

            (ii) subject any Lender or the L/C Issuer to any tax of any kind
      whatsoever with respect to this Credit Agreement, any Letter of Credit,
      any participation in a Letter of Credit or any Eurodollar Rate Loan made
      by it, or change the basis of taxation of payments to such Lender or the
      L/C Issuer in respect thereof (except for Indemnified Taxes or Other Taxes
      covered by Section 3.01 and the imposition of, or any change in the rate
      of, any Excluded Tax payable by such Lender or the L/C Issuer); or

            (iii) impose on any Lender or the L/C Issuer or the London interbank
      market any other condition, cost or expense affecting this Credit
      Agreement or Eurodollar Rate 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 Rate Loan (or of
      maintaining its obligation to make any such Loan), or to increase the cost
      to such Lender or the L/C Issuer of participating in, issuing or
      maintaining any Letter of Credit (or of maintaining its obligation to
      participate in or to issue any Letter of Credit), or to reduce the amount
      of any sum received or receivable by such Lender or the L/C Issuer
      hereunder (whether of principal, interest or any other amount) then, upon
      request of such Lender or the L/C Issuer, the Borrower will pay to such
      Lender or the L/C Issuer, as the case may

                                       45
<PAGE>

      be, such additional amount or amounts as will compensate such Lender or
      the L/C Issuer, as the case may be, for such additional costs incurred or
      reduction suffered.

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

      (c) Certificates for Reimbursement. A duly executed certificate of a
Lender or the L/C Issuer setting forth in reasonable detail the calculation of
the amount or amounts necessary to compensate such Lender or the L/C Issuer or
its holding company, as the case may be, as specified in clause (a) or (b) of
this Section and delivered to the Borrower shall be conclusive absent manifest
error. The Borrower shall pay such Lender or the L/C Issuer, as the case may be,
the amount shown as due on any such certificate within thirty (30) days after
receipt thereof.

      (d) Delay in Requests. Failure or delay on the part of any Lender or the
L/C Issuer to demand compensation pursuant to the foregoing provisions of this
Section shall not constitute a waiver of such Lender's or the L/C Issuer's right
to demand such compensation, provided that the Borrower shall not be required to
compensate a Lender or the L/C Issuer pursuant to the foregoing provisions of
this Section for any increased costs incurred or reductions suffered more than
nine (9) months prior to the date that such Lender or the L/C Issuer, as the
case may be, notifies the Borrower of the Change in Law giving rise to such
increased costs or reductions and of such Lender's or the L/C Issuer's intention
to claim compensation therefor (except that, if the Change in Law giving rise to
such increased costs or reductions is retroactive, then the nine-month period
referred to above shall be extended to include the period of retroactive effect
thereof).

      3.05 Compensation for Losses.

      Upon demand of any Lender (with a copy to the Administrative Agent) from
time to time, the Borrower shall promptly compensate such Lender for and hold
such Lender harmless from any loss, cost or expense incurred by it as a result
of:

            (a) any continuation, conversion, payment or prepayment of any Loan
      other than a Base Rate Loan on a day other than the last day of the
      Interest Period for such Loan (whether voluntary, mandatory, automatic, by
      reason of acceleration, or otherwise);

            (b) any failure by the Borrower (for a reason other than the failure
      of such Lender to make a Loan) to prepay, borrow, continue or convert any
      Loan other than a Base Rate Loan on the date or in the amount notified by
      the Borrower;

            (c) any assignment of a Eurodollar Rate Loan on a day other than the
      last day of the Interest Period therefor as a result of a request by the
      Borrower pursuant to Section 9.15; or

                                       46
<PAGE>

            (d) an assignment by Bank of America pursuant to Section 9.06(b) as
      part of the primary syndication of the Commitments and Loans during the
      180-day period immediately following the Closing Date, provided that Bank
      of America agrees to use reasonable efforts to reduce the breakage costs
      payable by the Borrower in connection therewith (including, without
      limitation, to the extent reasonably practical, closing such assignments
      at the end of Interest Periods of outstanding Eurodollar Rate Loans);

      including any loss of anticipated profits and any loss or expense arising
      from the liquidation or reemployment of funds obtained by it to maintain
      such Loan or from fees payable to terminate the deposits from which such
      funds were obtained. The Borrower shall also pay any customary
      administrative fees charged by such Lender in connection with the
      foregoing.

      For purposes of calculating amounts payable by the Borrower to the Lenders
under this Section 3.05, each Lender shall be deemed to have funded each
Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a
matching deposit or other borrowing in the London interbank eurodollar market
for a comparable amount and for a comparable period, whether or not such
Eurodollar Rate Loan was in fact so funded.

      3.06 Mitigation Obligations; Replacement of Lenders.

      (a) Designation of a Different Lending Office. If any Lender requests
compensation under Section 3.04, or the Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for the account of
any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to
Section 3.02, 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 3.01 or 3.04,
as the case may be, in the future, or eliminate the need for the notice pursuant
to Section 3.02, as applicable, and (ii) in each case, would not subject such
Lender to any unreimbursed cost or expense and would not otherwise be
disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable
costs and expenses incurred by any Lender in connection with any such
designation or assignment.

      (b) Replacement of Lenders. If any Lender requests compensation under
Section 3.04, or if the Borrower is required to pay any additional amount to any
Lender or any Governmental Authority for the account of any Lender pursuant to
Section 3.01, the Borrower may replace such Lender in accordance with Section
9.15.

      3.07 Survival Losses.

      All of the Borrower's obligations under this Article III shall survive
termination of the Aggregate Commitments and repayment of all other Obligations
hereunder.

                                       47
<PAGE>

                                   ARTICLE IV
                  CONDITIONS PRECEDENT TO EXTENSIONS OF CREDIT

      4.01 Conditions to Initial Extensions of Credit.

      The obligation of the Lenders to make initial Extensions of Credit
hereunder is subject to the satisfaction of such of the following conditions in
all material respects on or prior to the Closing Date as shall not have been
expressly waived in accordance with Section 9.05:

            (a) The Administrative Agent shall have received multiple
      counterparts hereof signed by each of the parties hereto;

            (b) The Administrative Agent shall have received a duly executed
      Note for the account of each Lender that requests a Note;

            (c) The Administrative Agent and each Lender shall have received
      legal opinions of counsel to the Borrower, in form and substance
      satisfactory to the Administrative Agent and the Lenders;

            (d) The Administrative Agent shall have received all documents it
      may reasonably request relating to the existence of the Borrower, the
      corporate authority for and the validity of each of the Credit Documents,
      and any other matters relevant hereto, all in form and substance
      satisfactory to the Administrative Agent;

            (e) The Administrative Agent shall have received the applicable Loan
      Notice relating to such Extension of Credit;

            (f) No Default shall have occurred and be continuing immediately
      before the making of such Extension of Credit and no Default shall exist
      immediately thereafter;

            (g) The representations and warranties of the Borrower made in or
      pursuant to the Credit Documents to which it is a party shall be true in
      all material respects as of the date of the making of such Extension of
      Credit;

            (h) The Extension of Credit will be extended in compliance with all
      applicable governmental laws and regulations (including without limitation
      Regulations U, T and X);

            (i) The Administrative Agent shall have received a certificate of
      the Borrower, signed on behalf of Borrower by the Borrower's chief
      executive officer or chief financial officer, confirming to the knowledge
      of such officer that (i) no Default is continuing, (ii) the Borrower is
      Solvent, (iii), no other Funded Debt shall be benefited by any Support
      Obligations given by Subsidiaries of the Borrower, and all other
      conditions precedent to the initial borrowing hereunder have been
      satisfied in all material respects;

            (j) The Administrative Agent and the Lenders shall have been paid
      all fees due and payable in connection herewith;

            (k) No litigation shall be pending or to the knowledge of Borrower
      threatened against the Borrower, any Subsidiary or any Specified Affiliate
      which would be likely to have a Material Adverse Effect;

                                       48
<PAGE>

            (l) The Administrative Agent and the Lenders shall have received
      such financial information regarding the Borrower and its Subsidiaries as
      may be requested by, and in each case in form and substance satisfactory
      to, the Administrative Agent and the Lenders;

            (m) The Administrative Agent shall have received evidence that the
      Existing Credit Agreement has been (or concurrently with the Closing Date
      is being) terminated and Liens securing obligations under the Existing
      Credit Agreement have been (or concurrently with the Closing Date are
      being) released; and

            (n) Since December 31, 2004, there has been no event or circumstance
      with respect to the condition (financial or otherwise), operations,
      business or assets of the Borrower and its Subsidiaries taken as a whole
      that has had or could reasonably be expected to have a Material Adverse
      Effect.

            The certificates and opinions referred to in this Section shall be
      dated not earlier than the date hereof and not later than the date of such
      initial Extensions of Credit.

      4.02 Conditions to Extensions of Credit.

      The obligation of any Lender to make any Extension of Credit hereunder
subsequent to the initial Extension of Credit is subject to the satisfaction of
such of the following conditions on or prior to the proposed date of the making
of such Extension of Credit:

            (a) The Administrative Agent shall receive the applicable Request
      for Extension of Credit;

            (b) No Default shall have occurred and be continuing immediately
      before the making of such Extension of Credit and no Default shall exist
      immediately thereafter;

            (c) The representations and warranties of the Borrower made in or
      pursuant to the Credit Documents shall be true in all material respects on
      and as of the date of such Extension of Credit;

            (d) None of the Subsidiaries shall have given a Support Obligation
      in respect of any other Funded Debt (except to the extent expressly
      permitted under Section 6.10) unless such an equal and ratable guaranty
      shall also have been given in respect of the loans and obligations
      hereunder in accordance with the provisions of Section 6.10; and

            (e) Immediately following the making of such Extension of Credit the
      outstanding principal balance of the Loan Obligations shall not exceed the
      Aggregate Commitments.

The making of such Extension of Credit hereunder shall be deemed to be a
representation and warranty by the Borrower on the date thereof as to the facts
specified in clauses (b), (c), (d) and (e) of this Section.

                                       49
<PAGE>

                                    ARTICLE V
                         REPRESENTATIONS AND WARRANTIES

      The Borrower represents and warrants that:

      5.01 Corporate Existence and Power.

      The Borrower and each of its Material Subsidiaries is a corporation,
partnership or limited liability company duly organized or formed, validly
existing and in good standing under the laws of its jurisdiction of
incorporation, has all organizational powers and all material governmental
licenses, authorizations, consents and approvals required to carry on its
business as now conducted and is duly qualified as a foreign entity and in good
standing under the laws of each jurisdiction where its ownership, lease or
operation of property or the conduct of its business requires such
qualification, other than in such jurisdictions where the failure to be so
qualified and in good standing would not, in the aggregate, have a Material
Adverse Effect.

      5.02 Corporate and Governmental Authorization; No Contravention.

      The execution and delivery by the Borrower of the Credit Documents and the
performance by the Borrower of its obligations thereunder are within the
corporate power of the Borrower, have been duly authorized by all necessary
corporate action, require no action by or in respect of, or filing with, any
governmental body, agency or official (except for any such action or filing that
has been taken and is in full force and effect) and do not contravene, or
constitute a default under, any provision of applicable law or regulation or of
the Organization Documents of the Borrower or of any material agreement,
judgment, injunction, order, decree or other material instrument binding upon
the Borrower or result in the creation or imposition of any Lien on any asset of
the Borrower other than Liens created pursuant to the Credit Documents.

      5.03 Binding Effect.

      The Credit Documents constitute valid and binding agreements of the
Borrower, enforceable against the Borrower in accordance with their terms.

      5.04 Litigation.

      Except as set forth on Schedule 5.04 attached hereto, there is no action,
suit or proceeding pending against, or to the knowledge of the Borrower
threatened against or affecting, the Borrower or any of its Material
Subsidiaries before any court or arbitrator or any governmental body, agency or
official that would reasonably be expected to have a Material Adverse Effect.

      5.05 Compliance with ERISA.

      (a) Each Plan is in compliance in all material respects with the
applicable provisions of ERISA, the Internal Revenue Code and other federal or
state Laws. Each Plan that is intended to qualify under Section 401(a) of the
Internal Revenue Code has received a favorable determination letter from the IRS
or an application for such a letter is currently pending before the IRS with
respect thereto and, to the best knowledge of the Borrower, nothing has occurred
that would prevent, or cause the loss of, such qualification. The Borrower and
each ERISA Affiliate have made all required contributions to each Plan subject
to Section 412 of the Internal Revenue Code, and no application for a funding
waiver or an extension of any amortization period pursuant to Section 412 of the
Internal Revenue Code has been made with respect to any Plan.

                                       50
<PAGE>

      (b) There are no pending or, to the best knowledge of the Borrower,
threatened claims, actions or lawsuits, or action by any Governmental Authority,
with respect to any Plan that could be reasonably be expected to have a Material
Adverse Effect. There has been no prohibited transaction or, to the best
knowledge of the Borrower, violation of the fiduciary responsibility rules with
respect to any Plan that has resulted or could reasonably be expected to result
in a Material Adverse Effect.

      (c) (i) No ERISA Event has occurred or is reasonably expected to occur;
(ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither the
Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur,
any liability under Title IV of ERISA with respect to any Pension Plan (other
than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither
the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to
incur, any liability (and no event has occurred that, with the giving of notice
under Section 4219 of ERISA, would result in such liability) under Sections 4201
or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither the
Borrower nor any ERISA Affiliate has engaged in a transaction that could
reasonably be expected to be subject to Sections 4069 or 4212(c) of ERISA.

      5.06 Environmental Matters.

      Except as set forth on Schedule 5.06 hereto:

            (a) No written notice, notification, demand, request for
      information, citation, summons, complaint or order has been received by
      the Borrower and to the knowledge of the Borrower, no penalty has been
      assessed and no investigation or review is pending or threatened by any
      governmental or other entity, (i) with respect to any alleged violation of
      any Environmental Laws in connection with the conduct of the Borrower and
      relating to a Hazardous Substance or (ii) with respect to any alleged
      failure to have any permit, certificate, license, approval, registration
      or authorization required in connection with the conduct of the Borrower
      relating to a Hazardous Substance or (iii) with respect to any generation,
      treatment, storage, recycling, transportation, disposal or release
      (including a release as defined in 42 U.S.C. Section 9601(22)) ("Release")
      of any Hazardous Substance used by the Borrower, which alleged violation,
      alleged failure to have any required permit, certificate, license,
      approval, or registration, or generation, treatment, storage, recycling,
      transportation, disposal or release, is reasonably likely to result in
      liability to the Borrower in excess of $1 million in any instance or $5
      million in the aggregate.

            (b) (i) To the Borrower's knowledge, there has been no Release of a
      Hazardous Substance at, on or under any property used by the Borrower or
      for which the Borrower or any of its Material Subsidiaries would be
      liable, which Release, is reasonably likely to result in liability to the
      Borrower in excess of $1 million in any instance or $5 million in the
      aggregate; (ii) to the Borrower's knowledge, neither the Borrower nor any
      of its Material Subsidiaries has, other than as a generator or in a manner
      not regulated or prohibited under the Environmental Laws, stored or
      treated any "hazardous waste" (as defined in 42 U.S.C. Section 6903(5)) on
      any property used by the Borrower or for which the Borrower or any of its
      Material Subsidiaries would be liable, except for such storage or
      treatment which is not reasonably likely to result in liability to the
      Borrower or any of its Material Subsidiaries in excess of $1 million in
      any instance or $5 million in the aggregate; and (iii) to the Borrower's
      knowledge no polychlorinated biphenyl ("PCB") in concentrations greater
      than 50 parts per million, friable asbestos, or underground storage tank
      (in use or abandoned) is at any property used by the Borrower or for which
      the Borrower or any of its Material Subsidiaries would be liable, except
      for such PCBs, friable asbestos or underground

                                       51
<PAGE>

      storage tanks that are not reasonably likely to result in liability to the
      Borrower or any of its Material Subsidiaries in excess of $1 million in
      any instance or $5 million in the aggregate.

            (c) To the knowledge of the Borrower, neither the Borrower nor any
      of its Material Subsidiaries has transported or arranged for the
      transportation (directly or indirectly) of any Hazardous Substance to any
      location which is listed under the Comprehensive Environmental Response,
      Compensation and Liability Act of 1980, as amended ("CERCLA"), on the
      Comprehensive Environmental Response, Compensation and Liability
      Information System, as amended ("CERCLIS"), or on any similar state list
      or which is the subject of any federal state or local enforcement action
      or other investigation which may lead to claims for clean-up costs,
      remedial work, damages to natural resources or for personal injury claims,
      including, but not limited to, claims under CERCLA, that are reasonably
      likely to result in liability to the Borrower or any of its Material
      Subsidiaries in excess of $1 million in any instance or $5 million in the
      aggregate.

            (d) No written notification of a Release of a Hazardous Substance
      has been filed by or on behalf of the Borrower or any of its Material
      Subsidiaries, which individually or in combination with other such
      Releases, is reasonably likely to result in liability for the Borrower or
      any of its Material Subsidiaries in excess of $1 million in any instance
      or $5 million in the aggregate.

            (e) There have been no environmental audits or similar
      investigations conducted by or which are in the possession of the Borrower
      or any of its Material Subsidiaries in relation to any property used by
      the Borrower or for which the Borrower or any of its Material Subsidiaries
      would be liable, which identify one or more environmental liabilities of
      the Borrower or any of its Material Subsidiaries which are reasonably
      likely to exceed $1 million in any instance or $5 million in the
      aggregate.

      5.07 Material Subsidiaries and Specified Affiliates.

      Set forth on Schedule 5.07 hereto is a complete and accurate list of all
of the Material Subsidiaries of the Borrower, showing as to each such Material
Subsidiary the jurisdiction of its organization, the number of shares of each
class of capital stock or other equity interests outstanding and the percentage
of the outstanding shares of each such class owned (directly or indirectly) by
the Borrower or any other Material Subsidiary of the Borrower and the number of
shares covered by all outstanding options, warrants, rights of conversion or
purchase, and similar rights. All of the outstanding capital stock or other
equity interests of all of such Material Subsidiaries identified in such
Schedule 5.07 as being owned by the Borrower or any of its Material Subsidiaries
have been validly issued, are fully paid and nonassessable and are owned
directly or indirectly by the Borrower or any of its Material Subsidiaries, as
the case may be, free and clear of all Liens other than a Lien described in and
permitted by Section 6.07 hereof. The Borrower may provide periodic updates of
the information in Schedule 5.07, which shall be deemed modified to include the
updated information.

      5.08 Not an Investment Company.

      Neither the Borrower nor any of its Material Subsidiaries is an
"investment company" within the meaning of the Investment Company Act of 1940,
as amended.

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<PAGE>

      5.09 Margin Stock.

      No proceeds of any Loan will be used to purchase or carry any "margin
stock" or to extend credit to others for the purpose of purchasing or carrying
any "margin stock" in violation of Regulations U, T or X.

      5.10 Compliance with Laws.

      Except as set forth on Schedule 5.10 attached hereto and made a part
hereof or as previously disclosed in writing to the Lenders prior to the date
hereof, the Borrower and each of its Material Subsidiaries is in compliance in
all material respects with all applicable laws, rules and regulations
(including, without limitation, Environmental Laws), and is not in violation of,
or in default under, any term or provision of any charter, bylaw, mortgage,
indenture, agreement, instrument, statute, rule, regulation, judgment, decree,
order, writ or injunction applicable to it, except for any such non-compliance,
violation, default or failure to comply which would not reasonably be expected
to have a Material Adverse Effect.

      5.11 Absence of Liens.

      There are no Liens of any nature whatsoever on any properties or assets of
the Borrower or any of its Material Subsidiaries, except as otherwise permitted
under Section 6.07 hereof.

      5.12 Indebtedness.

      Other than as set forth on Schedule 5.12 hereto, there is no material
Indebtedness of the Borrower and its Material Subsidiaries outstanding as of the
date hereof. The Borrower may provide periodic updates of the information in
Schedule 5.12, which shall be deemed modified to include the updated
information.

      5.13 Contingent Liabilities.

      As of the Closing Date, other than as set on Schedule 5.13 there are no
material contingent liabilities (other than contingent liabilities that
constitute Funded Debt and material contingent liabilities arising out of
customary indemnifications given by the Borrower or its Material Subsidiaries to
its officers and directors, its underwriters or its lenders) of the Borrower or
its Material Subsidiaries as of the date hereof. The Borrower may provide
periodic updates of the information in Schedule 5.13, which shall be deemed
modified to include the updated information.

      5.14 Investments.

      Set forth on Schedule 5.14 is a complete and accurate list, in all
material respects, as of the date hereof of all Investments by the Borrower or
any of its Material Subsidiaries in any Person, other than investments by the
Borrower or any of its Material Subsidiaries in a Subsidiary or Specified
Affiliate. The Borrower may provide periodic updates of the information in
Schedule 5.14, which shall be deemed modified to include the updated
information.

      5.15 Solvency.

      The Borrower is Solvent after giving effect to the transactions
contemplated by the Credit Documents.

                                       53
<PAGE>

      5.16 Taxes.

      The Borrower and its Material Subsidiaries have filed, or caused to be
filed, all tax returns (federal, state, local and foreign) required to be filed
and paid all amounts of taxes shown thereon to be due (including interest and
penalties) and have paid all other taxes, fees, assessments and other
governmental charges owing by them, except for such taxes (i) which are not yet
delinquent or (ii) as are being contested in good faith and by proper
proceedings, and against which adequate reserves are being maintained in
accordance with GAAP. The Borrower is not aware of any proposed material tax
assessments against it or any of its Material Subsidiaries.

      5.17 REIT Status.

      The Borrower is taxed as a "real estate investment trust" within the
meaning of Section 856(a) of the Internal Revenue Code.

      5.18 Specified Affiliates.

      Except as set forth on Schedule 5.07, there are no Specified Affiliates as
of the date hereof.

      5.19 Financial Condition.

      Each of the financial statements described below (copies of which have
been provided to the Administrative Agent for the benefit of the Lenders), have
been prepared in accordance with GAAP throughout the periods covered thereby,
present fairly in all material respects the financial condition and results from
operations of the entities and for the periods specified, subject in the case of
interim company-prepared statements to normal year-end adjustments:

            (a) annual audited consolidated balance sheet of the Borrower and
      its consolidated subsidiaries dated as of December 31, 2004, together with
      related statements of income and cash flows certified by BDO Seidman, LLP
      or other independent certified public accountants of nationally recognized
      standing and containing an opinion of such accountants; and

            (b) interim company-prepared consolidated balance sheet of the
      Borrower and its consolidated subsidiaries dated as of September 30, 2005,
      together with related company-prepared statements of income and cash
      flows.

      5.20 No Material Adverse Effect.

      Since the date of the annual audited financial statements referenced in
Section 5.19, there has been no circumstance, development or event relating to
or affecting the Borrower and its Material Subsidiaries which has had or is
reasonably likely to have a Material Adverse Effect.

                                   ARTICLE VI
                                    COVENANTS

      The Borrower hereby covenants and agrees that until the Obligations,
together with interest, fees and other obligations hereunder, have been paid in
full and the Commitments hereunder shall have terminated, the Borrower shall,
and shall cause its Subsidiaries to, perform and comply with the following
covenants:

                                       54
<PAGE>

      6.01 Information.

      The Borrower will deliver to Administrative Agent for the benefit of the
Lenders:

            (a) within five (5) days following the date such information is
      filed with the SEC, but in any event no later than ninety-five (95) days
      after the end of each fiscal year of the Borrower, a consolidated balance
      sheet of the Borrower and its Subsidiaries as of the end of such fiscal
      year and the related consolidated statements of income and consolidated
      statement of cash flows for such fiscal year, setting forth in each case
      in comparative form the figures for the previous fiscal year, and, with
      respect to such financial information for the Borrower, such consolidated
      statements shall be audited statements by BDO Seidman, LLP or other
      independent public accountants of nationally recognized standing and
      containing an opinion of such accountants, which opinion shall be without
      exception, qualification or limitation on scope of audit;

            (b) within five (5) days following the date such information is
      filed with the SEC, but in any event no later than fifty (50) days after
      the end of each fiscal quarter of the Borrower, a consolidated balance
      sheet of the Borrower and its Subsidiaries as of the end of such quarter
      and the related consolidated statements of income and consolidated
      statement of cash flows for such quarter and for the portion of the
      Borrower's fiscal year ended at the end of such quarter, setting forth in
      each case in comparative form the figures for the corresponding quarter
      and the corresponding portion of the previous fiscal year, all certified
      (subject to normal adjustments) as to fairness of presentation and
      conformity with GAAP by the chief financial officer or treasurer of the
      Borrower;

            (c) simultaneously with the delivery of each set of financial
      statements referred to in clauses (a) and (b) of this Section, a
      certificate of Borrower, substantially in the form of Exhibit 6.01 (each,
      a "Compliance Certificate"), signed on behalf of Borrower by the chief
      financial officer or the treasurer of the Borrower (i) stating whether, to
      such officer's knowledge, there exists on the date of such certificate any
      Default and, if any Default then exists, setting forth the details thereof
      and the action that the Borrower is taking or proposes to take with
      respect thereto, (ii) stating whether, since the date of the most recent
      financial statements previously delivered pursuant to clauses (a) or (b)
      of this Section, there has been a change in the GAAP applied in preparing
      the financial statements then being delivered from those applied in
      preparing the most recent audited financial statements so delivered which
      is material to the financial statements then being delivered and, if so,
      the effect on the financial covenants on account thereof and a
      reconciliation between calculation of the financial covenants before and
      after giving effect thereto, (iii) furnishing calculations demonstrating
      the compliance by the Borrower of the financial covenants in Section 6.16
      hereunder, (iv) attaching management's summary of the results contained in
      such financial statements and (v) identifying the Borrower's Debt Ratings
      then in effect;

            (d) simultaneously with the delivery of each set of financial
      statements referred to in clause (a) above, a statement (addressed to the
      Administrative Agent for the benefit of the Lenders) of the firm of
      independent public accountants which reported on such statements whether
      anything has come to their attention to cause them to believe that any
      Default existed on the date of such statements;

                                       55
<PAGE>

            (e) promptly, and in any event within five (5) Business Days after
      any officer obtains knowledge thereof, written notice of any change by a
      Ratings Service in its rating for the Borrower's senior unsecured
      (non-credit enhanced) long term debt;

            (f) within five (5) Business Days after any officer obtains
      knowledge of any Default, if such Default is then continuing, a
      certificate of Borrower, signed on behalf of Borrower by the chief
      financial officer or the treasurer of the Borrower, setting forth the
      details thereof and the action which the Borrower is taking or proposes to
      take with respect thereto;

            (g) promptly upon the mailing thereof to the shareholders of the
      Borrower generally, copies of all financial statements, reports and proxy
      statements so mailed;

            (h) promptly upon the filing thereof, copies of all registration
      statements (other than the exhibits thereto and any registration
      statements on Form S-8 or its equivalent) and reports on Forms 10-K, 10-Q
      and 8-K (or their equivalents) which the Borrower shall have filed with
      the SEC;

            (i) promptly, and in any event within five (5) Business Days, after
      the occurrence of any ERISA Event, written notice of such ERISA Event;

            (j) as soon as possible after any officer of the Borrower obtains
      knowledge of the commencement of, or of a material threat of the
      commencement of, an action, suit or proceeding against the Borrower or any
      of its Subsidiaries before any court or arbitrator or any governmental
      body, agency or official in which there is a reasonable likelihood of an
      adverse decision which would, after the application of applicable
      insurance, result in a Material Adverse Effect;

            (k) to the extent the information provided by the Borrower on
      Schedule 5.07 (Material Subsidiaries and Specified Affiliates), Schedule
      5.12 (Indebtedness), Schedule 5.13 (Contingent Liabilities) and Schedule
      5.14 (Investments) changes following the Closing Date, the Borrower will
      provide the Administrative Agent with updated information not less
      frequently than quarterly, and such schedules shall be deemed modified to
      include the updated information as provided in Section 4.02;

            (l) promptly after the Borrower has notified the Administrative
      Agent of its intention to treat any of the Loans, the Letters of Credit or
      any related transaction as a "reportable transaction" (within the meaning
      of Treasury Regulation Section 1.6011-4), a duly completed copy of IRS
      Form 8886 or any successor form thereto;

            (m) promptly, such information, certificates or documents as any
      Lender or the Administrative Agent may reasonably request in order for
      such Lender or the Administrative Agent to maintain compliance with the
      Patriot Act; and

            (n) from time to time such additional information regarding the
      financial position or business of the Borrower and its Subsidiaries, as
      the Administrative Agent or any Lender may reasonably request.

            For purposes of the foregoing:

                  (i) during any period when GAAP or related auditing standards
            require that a Specified Affiliate of the Borrower be accounted for
            as a Subsidiary for purposes of the consolidated financial
            statements of the Borrower and its Subsidiaries, the term

                                       56
<PAGE>

            "Subsidiary" shall include a Specified Affiliate of the Borrower for
            purposes of clauses (a) and (b) above; and

                  (ii) during any period when GAAP or related auditing standards
            do not require that a Specified Affiliate of the Borrower be
            accounted for as a Subsidiary for purposes of the consolidated
            financial statements of the Borrower and its Subsidiaries, the terms
            "Subsidiary" shall not include a Specified Affiliate of the Borrower
            for purposes of clauses (a) and (b) above and, if the Borrower shall
            have any Specified Affiliates during any period covered by the
            financial statements delivered pursuant to clauses (a) or (b) above,
            the Borrower shall deliver (A) financial statements of the character
            specified in clauses (a) and (b) above for such Specified Affiliates
            within the time periods set forth in clauses (a) and (b) above, and
            (B) on a combined basis, financial statements of the character
            specified in clauses (a) and (b) above for the Borrower, its
            Subsidiaries and such Specified Affiliates accompanied by the
            opinions and certificates specified in clauses (b) and (c) above
            within the time periods set forth in clauses (a), (b) and (c) above.

      As to any information contained in materials furnished pursuant to Section
6.01(h), the Borrower shall not be separately required to furnish such
information under clauses (a) or (b) above, but the foregoing shall not be in
derogation of the obligation of the Borrower to furnish the information and
materials described in clauses (a) and (b) above at the times specified therein.

      Documents required to be delivered pursuant to clauses (a), (b) or (h) (to
the extent any such documents are included in materials otherwise filed or
furnished with the SEC) above may be delivered electronically and if so
delivered, shall be deemed to have been delivered on the date (i) on which the
Borrower posts such documents, or provides a link thereto on the Borrower's
website on the Internet at the website address listed on Schedule 9.02; or (ii)
on which such documents are posted on the Borrower's behalf on an Internet or
intranet website, if any, to which each Lender and the Administrative Agent have
access (whether a commercial, third-party website or whether sponsored by the
Administrative Agent); provided that: (i) upon the request of the Administrative
Agent or any Lender, the Borrower shall deliver paper copies of such documents
to such Administrative Agent or such Lender, respectively, until a written
request to cease delivering paper copies is given by the Administrative Agent or
such Lender, respectively, and (ii) the Borrower shall notify the Administrative
Agent and each Lender (by telecopier or electronic mail) of the posting of any
such documents and provide to the Administrative Agent by electronic mail
electronic versions (i.e., soft copies) of such documents. Notwithstanding
anything contained herein, in every instance the Borrower shall be required to
provide paper copies of the Compliance Certificates required by Section 6.01(c)
to the Administrative Agent. Except for such Compliance Certificates, the
Administrative Agent shall have no obligation to request the delivery or to
maintain copies of the documents referred to above, and in any event shall have
no responsibility to monitor compliance by the Borrower with any such request
for delivery, and each Lender shall be solely responsible for requesting
delivery to it or maintaining its copies of such documents.

      The Borrower hereby acknowledges that the Administrative Agent and/or the
Arranger will make available to the Lenders and the L/C Issuer materials and/or
information provided by or on behalf of the Borrower hereunder (collectively,
"Borrower Materials") by posting the Borrower Materials on IntraLinks or another
similar electronic system (the "Platform").

      6.02 Payment of Obligations.

      The Borrower will pay and discharge, and will cause each of its
Subsidiaries to pay and discharge, at or before maturity, or prior to expiration
of applicable notice, grace and curative periods, all

                                       57
<PAGE>

their respective material obligations and liabilities, including, without
limitation, tax liabilities, except where the same may be contested in good
faith by appropriate proceedings, and will maintain, and will cause each of its
Subsidiaries to maintain, in accordance with GAAP, appropriate reserves for the
accrual of any of the same.

      6.03 Maintenance of Property; Insurance.

      (a) The Borrower will keep, and will cause each of its Subsidiaries to
keep, or will in the ordinary course of business cause the tenants of respective
properties to keep, all property materially useful and necessary in its business
in good working order and condition, ordinary wear and tear excepted.

      (b) The Borrower will maintain, and will cause each of its Subsidiaries to
maintain, with financially sound and responsible insurance companies, insurance
on all their respective properties in at least such amounts and against such
risks (and with such risk retention) as are usually insured against in the same
general area by companies of established repute engaged in the same or a similar
business, and will furnish to the Lenders, upon request from the Administrative
Agent, information presented in reasonable detail as to the insurance so
carried. The insurance described in this Section 6.03 may be carried by the
tenants under the respective tenant leases of such properties in lieu of by
Borrower or its Subsidiaries so long as the Borrower or its respective
Subsidiary is named as loss payee and additional insured with respect to such
insurance.

      6.04 Conduct of Business and Maintenance of Existence.

      Except as contemplated otherwise by the Investment Policy, the Borrower
will continue, and will cause each Subsidiary to continue, to engage in business
of the same general type as now conducted by the Borrower and each of its
Subsidiaries, and will preserve, renew and keep in full force and effect, and
will cause each of its Subsidiaries to preserve, renew and keep in full force
and effect their respective organizational existences and, except for any such
rights, privileges and franchises the failure to preserve which would not in the
aggregate have a Material Adverse Effect; provided that nothing in this Section
6.04 shall prohibit (a) the merger of a Subsidiary of the Borrower into the
Borrower or the merger or consolidation of any Subsidiary of the Borrower with
or into another Person if the corporation surviving such consolidation or merger
is a Wholly Owned Consolidated Subsidiary of the Borrower and if, in each case,
after giving effect thereto, no Default shall have occurred and be continuing
and a responsible officer of the Borrower shall deliver to the Administrative
Agent an officer's certificate representing that after giving effect to the
transaction (i) the Borrower is in compliance with the terms of the Credit
Agreement on a pro forma basis and (ii) no Event of Default shall then exist, or
(b) the termination of the corporate existence of any Subsidiary of the Borrower
or the discontinuation of any line of business of the Borrower or any of its
Subsidiaries if the Borrower in good faith determines that such termination is
in the best interest of the Borrower or such Subsidiary, as the case may be, and
is not materially disadvantageous to the Lenders.

      6.05 Compliance with Laws.

      The Borrower will comply, and cause each of its Subsidiaries to comply, in
all material respects with all applicable laws, ordinances, rules, regulations,
and requirements of governmental authorities (including, without limitation,
Environmental Laws and ERISA and the rules and regulations thereunder) the
failure to comply with which would have a Material Adverse Effect, except where
the necessity of compliance therewith is contested in good faith by appropriate
proceedings.

                                       58
<PAGE>

      6.06 Inspection of Property, Books and Records.

      The Borrower will keep, and will cause each of its Subsidiaries to keep,
proper books of record and account in which full, true and correct entries shall
be made of all material dealings and transactions in relation to its business
and activities; and, except to the extent prohibited by applicable law, rule,
regulations or orders, will permit, and will cause each of its Subsidiaries to
permit, representatives of any Lender at such Lender's expense (which expense
shall not be subject to reimbursement by Borrower hereunder) to visit and
inspect any of their respective properties (subject to the rights of tenants in
possession thereof and to any limitations on the inspection rights of Borrower
in connection therewith), to examine and make abstracts from any of their
respective books and records and to discuss their respective affairs, finances
and accounts with their respective officers, employees and independent public
accountants, upon reasonable prior written notice to Borrower, all at such
reasonable times and as often as may reasonably be desired.

      6.07 Negative Pledge.

      The Borrower will not, nor will it permit any of its Subsidiaries to
create, assume or suffer to exist any Lien on any asset now owned or hereafter
acquired by it, except:

            (a) Liens pursuant to any Credit Document securing the Obligations;

            (b) Liens in favor of a Lender or any of its Affiliates pursuant to
      a Swap Contract permitted hereunder, but only to the extent that (i) the
      obligations under such Swap Contract are permitted under Section 6.10,
      (ii) such Liens are on the same collateral that secures the Obligations,
      and (iii) the obligations under such Swap Contract and the Obligations
      share pari passu in the collateral subject to such Liens;

            (c) mortgage Liens to the extent not prohibited, both before and
      after giving effect thereto on a pro forma basis, by the provisions of the
      financial covenants set out in Section 6.16;

            (d) Liens for taxes not yet due or that are being contested in good
      faith and by appropriate proceedings diligently conducted, if adequate
      reserves with respect thereto are maintained on the books of the
      applicable Person in accordance with GAAP;

            (e) carriers', warehousemen's, mechanics', materialmen's,
      repairmen's or other like Liens arising in the ordinary course of business
      that are not overdue for a period of more than thirty (30) days or that
      are being contested in good faith and by appropriate proceedings
      diligently conducted, if adequate reserves with respect thereto are
      maintained on the books of the applicable Person;

            (f) pledges or deposits in the ordinary course of business in
      connection with workers' compensation, unemployment insurance and other
      social security legislation, other than any Lien imposed by ERISA;

            (g) deposits to secure the performance of bids, trade contracts and
      leases (other than Indebtedness), statutory obligations, surety bonds
      (other than bonds related to judgments or litigation), performance bonds
      and other obligations of a like nature incurred in the ordinary course of
      business;

            (h) easements, rights-of-way, restrictions and other similar
      encumbrances affecting real property that, in the aggregate, are not
      substantial in amount, and that do not in any case

                                       59
<PAGE>

      materially detract from the value of the property subject thereto or
      materially interfere with the ordinary conduct of the business of the
      applicable Person;

            (i) Liens of a judgment debtor securing judgments for the payment of
      money not constituting an Event of Default under Section 7.01(k) or
      securing appeal or other surety bonds related to such judgments;

            (j) Liens securing reimbursement obligations with respect to trade
      letters of credit issued in the ordinary course of business, provided that
      such Liens attach only to the assets being acquired with the proceeds of
      such letters of credit;

            (k) any Lien arising out of the refinancing, extension, renewal or
      refunding of any Indebtedness secured by any Lien, to the extent that such
      Lien is permitted by any of the foregoing clauses of this Section, and
      provided that such Indebtedness is not increased and is not secured by any
      additional assets; and

            (l) Liens securing Indebtedness of any Subsidiary or Specified
      Affiliate owing to the Borrower.

      6.08 Consolidations, Mergers and Sales and Transfers of Assets.

            (a) The Borrower will not, nor will it permit any of its
      Subsidiaries to, consolidate or merge with or into any Person except as
      may be permitted in accordance with Section 6.04.

            (b) The Borrower will not, nor will it permit any of its
      Subsidiaries to, make any transfer or investment of assets or any Asset
      Sale without the prior written consent of the Required Lenders, except
      where, immediately after giving effect thereto on a pro forma basis,

                  (i) (A) the Consolidated Unencumbered Realty held by the
            Borrower shall be not less than $250 million, and (B) Consolidated
            Unencumbered Realty held by the Consolidated Group (including, for
            purposes hereof, in the case of non-Subsidiary joint ventures, the
            lesser of (x) the outstanding principal amount of first mortgage
            lien indebtedness owed to members of the Consolidated Group by any
            such non-Subsidiary joint venture, or (y) the fair market value of
            the property that is the subject of such first mortgage lien) shall
            be not less than $1 billion, and

                  (ii) no Default or Event of Default shall exist.

      For any such transfer, investment, sale or disposition involving
      consideration in excess of $125 million, in each such instance, the
      Borrower shall deliver to the Administrative Agent an officer's
      certificate describing the transaction in detail reasonably satisfactory
      to the Administrative Agent and representing that after giving effect to
      the transaction on a pro forma basis (A) the Borrower is in compliance
      with the terms of the Credit Agreement and (B) no Default or Event of
      Default then exists.

      6.09 Creation of Subsidiaries.

      The Borrower will not, nor will it permit any of its Subsidiaries to,
create any Subsidiary except for the creation of a Wholly Owned Subsidiary of
the Borrower or a Specified Affiliate provided that (i) such Subsidiary or
Specified Affiliate is organized under the laws of a jurisdiction within the
United

                                       60
<PAGE>

States of America and (ii) no Default exists immediately prior to or after the
creation of such Subsidiary or Specified Affiliate.

      6.10 Incurrence and Existence of Debt.

      The Borrower will not, and will not permit any of its Subsidiaries to,
incur, assume or permit to exist any Indebtedness, except:

            (a) Indebtedness under the Credit Documents;

            (b) Indebtedness outstanding on the date hereof and listed on
      Schedule 5.12 and any refinancings, refundings, renewals or extensions
      thereof; provided that the amount of such Indebtedness is not increased at
      the time of such refinancing, refunding, renewal or extension except by an
      amount equal to a reasonable premium or other reasonable amount paid, and
      fees and expenses reasonably incurred, in connection with such refinancing
      and by an amount equal to any existing commitments unutilized thereunder;

            (c) Support Obligations of any member of the Consolidated Group in
      respect of Indebtedness otherwise permitted hereunder;

            (d) obligations (contingent or otherwise) of any member of the
      Consolidated Group existing or arising under any Swap Contract, provided
      that (i) such obligations are (or were) entered into by such Person in the
      ordinary course of business for the purpose of directly mitigating risks
      associated with liabilities, commitments, investments, assets, or property
      held or reasonably anticipated by such Person, or changes in the value of
      securities issued by such Person, and not for purposes of speculation or
      taking a "market view"; and (ii) such Swap Contract does not contain any
      provision exonerating the non-defaulting party from its obligation to make
      payments on outstanding transactions to the defaulting party;

            (e) publicly issued or privately placed Funded Debt of the Borrower
      issued or placed after the Closing Date, provided that the final maturity
      thereof shall not be prior to the Termination Date hereunder;

            (f) so long as no Event of Default shall then exist hereunder,
      Funded Debt of members of the Consolidated Group secured by mortgage
      liens, provided that such Funded Debt shall be non-recourse to the members
      of the Consolidated Group except to the extent of the property pledged to
      secure such Funded Debt; and

            (g) unsecured inter-company Indebtedness between and among members
      of the Consolidated Group, provided that the aggregate amount of such
      inter-company Indebtedness owing by Subsidiaries to the Borrower shall not
      exceed the aggregate principal amount of loans and investments permitted
      under Section 6.14;

provided, that in the case of Indebtedness incurred under clauses (e) through
(g), immediately after giving effect to the incurrence or assumption thereof on
a pro forma basis, the Borrower and the other members of the Consolidated Group
shall be in compliance with the terms of this Credit Agreement, including the
financial covenants hereunder.

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      6.11 Transactions with Affiliates.

      The Borrower will not and will not permit any Subsidiary to enter into
directly or indirectly any material transaction or material group of related
transactions (including without limitation the purchase, lease, sale or exchange
of properties of any kind or the rendering of any service) with any Affiliate
(other than the Borrower), except in the ordinary course and pursuant to the
reasonable requirements of the Borrower's or such Subsidiary's business and upon
fair and reasonable terms no less favorable to the Borrower or such Subsidiary
than would be obtainable in a comparable arm's-length transaction with a Person
that is not an Affiliate.

      6.12 Use of Proceeds.

      The Extensions of Credit hereunder will be used (a) to refinance existing
indebtedness for borrowed money, (b) to finance the acquisition of healthcare
real estate properties by the Borrower and its Subsidiaries, and (c) to finance
the general corporate purposes of the Borrower and its Subsidiaries.

      6.13 Organization Documents.

      Subject to changes, including any dissolutions permitted pursuant to this
Credit Agreement: (a) the Borrower will not, nor will it permit any of its
Subsidiaries to, amend its Organization Documents in any manner which could
materially adversely affect the rights of the Lenders under the Credit Documents
or their ability to enforce the same; and (b) the Borrower will not amend its
Organization Documents in a manner which would permit a single shareholder (as
determined for purposes hereof pursuant to the attribution provisions of Section
544 of the Internal Revenue Code as modified by Section 856 of the Internal
Revenue Code) to own more than 30% of the outstanding stock in Borrower.

      6.14 Investments.

      The Borrower shall not make or permit to exist, nor shall it permit any of
its Subsidiaries to make or permit to exist, any Investment except:

            (a) cash and Cash Equivalents;

            (b) Investments received in satisfaction or partial satisfaction
      thereof from financially troubled account debtors to the extent reasonably
      necessary in order to prevent or limit loss;

            (c) Support Obligations permitted by Section 6.10(c);

            (d) Investments by members of the Consolidated Group existing on the
      Closing Date and identified on Schedule 5.14;

            (e) Investments by (i) members of the Consolidated Group that are
      Credit Parties in and to other members of the Consolidated Group that are
      Credit Parties, (ii) members of the Consolidated Group that are not Credit
      Parties in and to members of the Consolidated Group that are Credit
      Parties, (iii) members of the Consolidated Group that are not Credit
      Parties in and to other members of the Consolidated Group that are not
      Credit Parties, and (iv) members of the Consolidated Group that are Credit
      Parties in and to members of the Consolidated Group that are not Credit
      Parties to the extent permitted by Section 6.08(b);

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            (f) Investments in and to joint ventures or other non-Subsidiary
      enterprises in the same or closely related lines of business in an
      aggregate amount of up to 10% of the book value of consolidated assets of
      the Consolidated Group.

      6.15 Repurchase, Retirement or Redemption of Capital Stock; Dividends.

      The Borrower will not, nor will it permit any of its Subsidiaries (other
than its Wholly Owned Subsidiaries or the Specified Affiliates) to, repurchase,
retire or redeem any of its capital stock; provided that (i) the Borrower may
redeem its preferred stock, if any, with proceeds from the sale of its common
stock and (ii) so long as no Event of Default shall then exist hereunder, the
Borrower may redeem its capital stock in an amount not to exceed $50 million in
the aggregate, as approved by the Board of Directors.

      6.16 Financial Covenants.

      The Borrower will not:

            (a) Consolidated Leverage Ratio. Permit the Consolidated Leverage
      Ratio at any time to be greater than 60%.

            (b) Consolidated Secured Leverage Ratio. Permit the Consolidated
      Secured Leverage Ratio at any time to be greater than 30%.

            (c) Consolidated Unencumbered Leverage Ratio. Permit the
      Consolidated Unencumbered Leverage Ratio at any time to be less than
      1.67:1.0.

            (d) Consolidated Fixed Charge Coverage Ratio. Permit the
      Consolidated Fixed Charge Coverage Ratio as of the end of any fiscal
      quarter to be less than 1.75:1.0.

            (e) Consolidated Unsecured Coverage Ratio. Permit the Consolidated
      Unsecured Coverage Ratio as of the end of any fiscal quarter to be less
      than 2.0:1.0.

            (f) Consolidated Tangible Net Worth. Permit Consolidated Tangible
      Net Worth as of the end of any fiscal quarter to be less than the sum of
      (i) an amount equal to 85% of Consolidated Tangible Net Worth on the
      Closing Date, plus (ii) an amount equal to 85% of the net cash proceeds
      received from Equity Transactions occurring after the Closing Date.

      6.17 Specified Affiliates.

      The Borrower will give the Administrative Agent prompt notice of any
Subsidiary that to the Borrower's knowledge becomes a Specified Affiliate
subsequent to the Closing Date.

      6.18 REIT Status.

      The Borrower will continue to meet the requirements of Section 857(a) of
the Internal Revenue Code and regulations thereunder.

      6.19 Leases.

      The Borrower will not modify or amend any lease where the Borrower is the
lessor thereunder if such modification or amendment would have a Material
Adverse Effect on the Borrower.

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      6.20 Favorable Treatment.

      The Borrower will not permit its Subsidiaries to give any guaranty or
pledge of collateral (other than in connection with non-recourse financing as
permitted under Section 6.10(f) hereof) in respect of any other Indebtedness,
unless such Subsidiary shall also give an equal and ratable guaranty and pledge
of collateral of the loans and obligations hereunder (in substantially the form
attached as Exhibit 6.20 or such other form as may be reasonably acceptable to
the Administrative Agent and the Required Lenders) and become a Subsidiary
Guarantor hereunder, without prejudice to any Event of Default that may arise
under Section 6.07.

      6.21 Construction and Development.

      The Borrower and its Subsidiaries will not engage in construction and
development projects in which the total project costs of all such concurrent
construction and development projects exceed, in the aggregate at any one time,
15% of the book value of consolidated assets of the Borrower and its
Subsidiaries (it being understood and agreed for purposes of this Section that a
project shall be considered under construction and/or development until a
certificate of occupancy therefor, an architect's certificate of substantial
completion or other similar certificate, shall have been issued).

      6.22 Limitation on Certain Agreements.

      The Borrower will not, nor will it permit its Subsidiaries to, enter into,
assume or otherwise become subject to any agreement (i) restricting their
ability to grant a lien on their property (except with respect to those
properties which are the subject of non-recourse financing permitted under
Section 6.10(f) hereof), or (ii) restricting the ability of the Subsidiaries to
give a guaranty of the loans and obligations hereunder.

                                   ARTICLE VII
                         EVENTS OF DEFAULT AND REMEDIES

      7.01 Events of Default.

      The occurrence of any of the following events shall constitute an event of
default hereunder (individually, an "Event of Default" and collectively the
"Events of Default"):

            (a) The Borrower shall fail to pay (i) when due any principal of any
      Loan or any reimbursement obligation owing on account of a drawing under a
      Letter of Credit or (ii) within five (5) days after the same shall become
      due, any interest on any Obligation or any fees or any other amount
      payable hereunder;

            (b) Default in the due performance or observance of any term,
      covenant or agreement contained in Section 6.07 through 6.22, inclusive;

            (c) The Borrower shall fail to observe or perform any covenant or
      agreement contained in any Credit Document (other than those covered by
      clause (a) or (b) above) for thirty (30) days after the earlier of a
      responsible officer of the Borrower becoming aware of such failure or
      written notice of such failure shall have been given to the Borrower by
      the Administrative Agent or any Lender;

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            (d) Any representation, warranty, certification or statement made or
      deemed made by the Borrower in any Credit Document or in any certificate,
      financial statement or other document delivered pursuant thereto shall
      prove to have been incorrect in any material respect when made (or deemed
      made) and such representation, warranty, certification or statement shall
      remain incorrect for thirty (30) days after the earlier of a responsible
      officer of the Borrower becoming aware of such failure or written notice
      of such failure shall have been given to the Borrower by the
      Administrative Agent or any Lender;

            (e) The Borrower or any of its Material Subsidiaries shall fail to
      make any payment in respect of any Indebtedness in an aggregate amount in
      excess of $10 million when due or within any applicable grace period;

            (f) Any event or condition shall occur which would cause or permit
      the acceleration of the maturity of any Indebtedness of Borrower or any
      Material Subsidiary in an aggregate amount in excess of $10 million or
      enables the holder of such Debt or any Person acting on such holder's
      behalf to accelerate the maturity thereof;

            (g) The Borrower or any Material Subsidiary of the Borrower shall
      commence a voluntary case or other proceeding seeking liquidation,
      reorganization or other relief with respect to itself or its debts under
      any bankruptcy, insolvency or other similar law now or hereafter in effect
      or seeking the appointment of a trustee, receiver, liquidator, custodian
      or other similar official of it or any substantial part of its property,
      or shall consent to any such relief or to the appointment of or taking
      possession by any such official in an involuntary case or other proceeding
      commenced against it, or shall make a general assignment for the benefit
      of creditors, or shall fail generally to pay its debts as they become due,
      or shall take any corporate action to authorize any of the foregoing;

            (h) An involuntary case or other proceeding shall be commenced
      against the Borrower or any Material Subsidiary of the Borrower seeking
      liquidation, reorganization or other relief with respect to it or its
      debts under any bankruptcy, insolvency or other similar law now or
      hereafter in effect or seeking the appointment of a trustee, receiver,
      liquidator, custodian or other similar official of it or any substantial
      part of its property, and such involuntary case or other proceeding shall
      remain undismissed and unstayed for a period of thirty (30) days; or an
      order for relief shall be entered against the Borrower or any Material
      Subsidiary of the Borrower under the federal bankruptcy laws as now or
      hereafter in effect;

            (i) The Borrower or any Material Subsidiary of the Borrower shall
      admit in writing its inability to pay its debts as and when they fall due;

            (j) (i) An ERISA Event occurs with respect to a Pension Plan or
      Multiemployer Plan that has resulted or could reasonably be expected to
      result in liability of a Credit Party under Title IV of ERISA to the
      Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in
      excess of $10 million, or (ii) a Credit Party or any ERISA Affiliate fails
      to pay when due, after the expiration of any applicable grace period, any
      installment payment with respect to its withdrawal liability under Section
      4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess
      of $10 million;

            (k) An uninsured, final, unappealable judgment or order for the
      payment of money in excess of $10 million shall be rendered against the
      Borrower or any of its Material Subsidiaries and such judgment or order
      shall continue unsatisfied and unstayed for a period of thirty (30) days;

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<PAGE>

            (l) (i) The voting interests in any Specified Affiliate shall be
      held by a Person other than a director, officer or employee of the
      Borrower, (ii) the Borrower shall fail to own substantially all of the
      economic interest in any Specified Affiliate and the remainder of such
      economic interest shall be held by a Person other than directors, officers
      and/or employees or (iii) a Specified Affiliate shall engage in any of the
      actions or activities that are limited or restricted by Article VI hereof;

            (m) Except as to any Guarantor which is dissolved, released or
      merged or consolidated out of existence as the result of or in connection
      with a dissolution, merger or consolidation permitted by Section 6.04, any
      guaranty of the loans and obligations hereunder or any material provision
      thereof shall cease to be in full force and effect, or any Guarantor or
      any Person acting by or on behalf of such Guarantor shall deny or
      disaffirm such Guarantor's obligations under such guaranty, or any
      Guarantor shall default in the due performance or observance of any term,
      covenant or agreement on its part to be performed or observed pursuant to
      any guaranty; or

            (n) the occurrence of a Change of Control;

      then, and in every such event, the Administrative Agent shall during the
      continuance of such Event of Default (i) if requested by the Required
      Lenders, by notice to the Borrower terminate the Commitments, (ii) if
      requested by the Required Lenders, by notice to the Borrower declare the
      Notes (together with accrued interest thereon) and all other amounts
      payable by the Borrower hereunder to be, and such Notes and amounts shall
      thereupon become, immediately due and payable without presentment, demand,
      protest or other notice of any kind, all of which are hereby waived by the
      Borrower, (iii) provide Cash Collateral in respect of the L/C Obligations,
      and (iv) take such other actions as are directed by the Required Lenders;
      provided that in the case of any Event of Acceleration, without any notice
      to the Borrower or any other act by the Administrative Agent or any
      Lender, the Commitments shall automatically terminate and the Notes
      (together with accrued interest thereon) shall automatically become
      immediately due and payable without presentment, demand, protest or other
      notice of any kind, all of which are hereby waived by the Borrower; and
      provided further that the Administrative Agent may terminate commitments,
      declare the Loans and Obligations hereunder immediately due and payable
      and demand Cash Collateral for the L/C Obligations without prior notice to
      or the consent of the Lenders where it determines such action is warranted
      and appropriate based on the facts and circumstances. Subject to the
      request or direction of the Required Lenders as provided above, the
      Administrative Agent shall have the exclusive right to enforce the
      remedies available under this Credit Agreement during the continuance of
      any Event of Default hereunder.

      7.02 Application of Funds.

      After the exercise of remedies provided for in Section 7.01 (or after the
Loans have automatically become immediately due and payable and the L/C
Obligations have automatically been required to provide Cash Collateral as set
forth in the proviso to Section 7.01), any amounts received on account of the
Obligations shall be applied by the Administrative Agent in the following order:

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

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<PAGE>

            Second, to payment of that portion of the Obligations constituting
      fees, indemnities and other amounts (other than principal and interest)
      payable to the Lenders (including Attorney Costs and amounts payable under
      Article III), ratably among the Lenders in proportion to the amounts
      described in this clause Second payable to them;

            Third, to payment of that portion of the Obligations constituting
      accrued and unpaid interest on the Loans and L/C Borrowings, ratably among
      the Lenders in proportion to the respective amounts described in this
      clause Third payable to them;

            Fourth, to (a) payment of that portion of the Obligations
      constituting unpaid principal of the Loans and L/C Borrowings, (b) payment
      of breakage, termination or other amounts owing in respect of any Swap
      Contract between any Credit Party and any Lender, or any Affiliate of a
      Lender, to the extent such Swap Contract is permitted hereunder and (c)
      the Administrative Agent for the account of the L/C Issuer, to provide
      Cash Collateral for that portion of the L/C Obligations comprised of the
      aggregate undrawn amount of Letters of Credit, ratably among such parties
      in proportion to the respective amounts described in this clause Fourth
      held by them; and

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

Subject to Section 2.03(c), amounts used to provide Cash Collateral for the
aggregate undrawn amount of Letters of Credit pursuant to clause Fourth 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
                              ADMINISTRATIVE AGENT

      8.01 Appointment and Authorization of Administrative Agent.

      (a) Each Lender hereby irrevocably appoints, designates and authorizes the
Administrative Agent to take such action on its behalf under the provisions of
this Credit Agreement and each other Credit Document and to exercise such powers
and perform such duties as are expressly delegated to it by the terms of this
Credit Agreement or any other Credit Document, together with such powers as are
reasonably incidental thereto. Notwithstanding any provision to the contrary
contained elsewhere herein or in any other Credit Document, the Administrative
Agent shall not have any duties or responsibilities, except those expressly set
forth herein, nor shall the Administrative Agent have or be deemed to have any
fiduciary relationship with any Lender or participant, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read
into this Credit Agreement or any other Credit Document or otherwise exist
against the Administrative Agent. Without limiting the generality of the
foregoing sentence, the use of the term "agent" herein and in the other Credit
Documents with reference to the Administrative Agent is not intended to connote
any fiduciary or other implied (or express) obligations arising under agency
doctrine of any applicable Law. Instead, such term is used merely as a matter of
market custom, and is intended to create or reflect only an administrative
relationship between independent contracting parties.

      (b) The L/C Issuer shall act on behalf of the Lenders with respect to any
Letters of Credit issued by it and the documents associated therewith, and the
L/C Issuer shall have all of the benefits and immunities (i) provided to the
Administrative Agent in this Article VIII with respect to any acts taken or

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omissions suffered by the L/C Issuer in connection with Letters of Credit issued
by it or proposed to be issued by it and the applications and agreements for
letters of credit pertaining to such Letters of Credit as fully as if the term
"Administrative Agent" as used in this Article VIII and in the definition of
"Agent-Related Person" included the L/C Issuer with respect to such acts or
omissions, and (ii) as additionally provided herein with respect to the L/C
Issuer.

      8.02 Delegation of Duties.

      The Administrative Agent may execute any of its duties under this Credit
Agreement or any other Credit Document by or through agents, employees or
attorneys-in-fact and shall be entitled to advice of counsel and other
consultants or experts concerning all matters pertaining to such duties. The
Administrative Agent shall not be responsible for the negligence or misconduct
of any agent or attorney-in-fact that it selects in the absence of gross
negligence or willful misconduct.

      8.03 Liability of Administrative Agent.

      No Agent-Related Person shall (a) be liable for any action taken or
omitted to be taken by any of them under or in connection with this Credit
Agreement or any other Credit Document or the transactions contemplated hereby
(except for its own gross negligence or willful misconduct in connection with
its duties expressly set forth herein), or (b) be responsible in any manner to
any Lender or participant for any recital, statement, representation or warranty
made by any Credit Party or any officer thereof, contained herein or in any
other Credit Document, or in any certificate, report, statement or other
document referred to or provided for in, or received by the Administrative Agent
under or in connection with, this Credit Agreement or any other Credit Document,
or the validity, effectiveness, genuineness, enforceability or sufficiency of
this Credit Agreement or any other Credit Document, or for any failure of any
Credit Party or any other party to any Credit Document to perform its
obligations hereunder or thereunder. No Agent-Related Person shall be under any
obligation to any Lender or participant to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions
of, this Credit Agreement or any other Credit Document, or to inspect the
properties, books or records of any Credit Party or any Affiliate thereof.

      8.04 Reliance by Administrative Agent.

      (a) The Administrative Agent shall be entitled to rely, and shall be fully
protected in relying, upon any writing, communication, signature, resolution,
representation, notice, consent, certificate, affidavit, letter, telegram,
facsimile, telex or telephone message, electronic mail message, statement or
other document or conversation believed by it to be genuine and correct and to
have been signed, sent or made by the proper Person or Persons, and upon advice
and statements of legal counsel (including counsel to any Credit Party),
independent accountants and other experts selected by the Administrative Agent.
The Administrative Agent shall be fully justified in failing or refusing to take
any action under any Credit Document unless it shall first receive such advice
or concurrence of the Required Lenders as it deems appropriate and, if it so
requests, it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense that may be incurred by it by reason
of taking or continuing to take any such action. The Administrative Agent shall
in all cases be fully protected in acting, or in refraining from acting, under
this Credit Agreement or any other Credit Document in accordance with a request
or consent of the Required Lenders (or such greater number of Lenders as may be
expressly required hereby in any instance) and such request and any action taken
or failure to act pursuant thereto shall be binding upon all the Lenders.

      (b) For purposes of determining compliance with the conditions specified
in Section 4.01, each Lender that has signed this Credit Agreement shall be
deemed to have consented to, approved or

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<PAGE>

accepted or to be satisfied with, each document or other matter required
thereunder 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.

      8.05 Notice of Default.

      The Administrative Agent shall not be deemed to have knowledge or notice
of the occurrence of any Default or Event of Default, except with respect to
defaults in the payment of principal, interest and fees required to be paid to
the Administrative Agent for the account of the Lenders, unless the
Administrative Agent shall have received written notice from a Lender or the
Borrower referring to this Credit Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default." The
Administrative Agent will notify the Lenders of its receipt of any such notice.
The Administrative Agent shall take such action with respect to such Default or
Event of Default as may be directed by the requisite Lenders in accordance
herewith; provided, however, that unless and until the Administrative Agent has
received any such direction, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default or Event of Default as it shall deem advisable or in the best
interest of the Lenders.

      8.06 Credit Decision; Disclosure of Information by Administrative Agent.

      Each Lender acknowledges that no Agent-Related Person has made any
representation or warranty to it, and that no act by the Administrative Agent
hereafter taken, including any consent to and acceptance of any assignment or
review of the affairs of any Credit Party or any Affiliate thereof, shall be
deemed to constitute any representation or warranty by any Agent-Related Person
to any Lender as to any matter, including whether Agent-Related Persons have
disclosed material information in their possession. Each Lender represents to
the Administrative Agent that it has, independently and without reliance upon
any Agent-Related Person and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, property, financial and other condition and
creditworthiness of the Credit Parties and their respective Subsidiaries, and
all applicable bank or other regulatory Laws relating to the transactions
contemplated hereby, and made its own decision to enter into this Credit
Agreement and to extend credit to the Borrower and the other Credit Parties
hereunder. Each Lender also represents that it will, independently and without
reliance upon any Agent-Related Person and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Credit Agreement and the other Credit Documents, and to make such
investigations as it deems necessary to inform itself as to the business,
prospects, operations, property, financial and other condition and
creditworthiness of the Borrower and the other Credit Parties. Except for
notices, reports and other documents expressly required to be furnished to the
Lenders by the Administrative Agent herein, the Administrative Agent shall not
have any duty or responsibility to provide any Lender with any credit or other
information concerning the business, prospects, operations, property, financial
and other condition or creditworthiness of any of the Credit Parties or any of
their respective Affiliates that may come into the possession of any
Agent-Related Person.

      8.07 Indemnification of Administrative Agent.

      Whether or not the transactions contemplated hereby are consummated, the
Lenders shall indemnify upon demand each Agent-Related Person (to the extent not
reimbursed by or on behalf of any Credit Party and without limiting the
obligation of any Credit Party to do so), pro rata, and hold harmless each
Agent-Related Person from and against any and all Indemnified Liabilities
incurred by it; provided, however, that no Lender shall be liable for the
payment to any Agent-Related Person of any portion of such Indemnified
Liabilities to the extent determined in a final, nonappealable judgment by a
court of

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competent jurisdiction to have resulted from such Agent-Related Person's own
gross negligence or willful misconduct; provided, however, that no action taken
in accordance with the directions of the Required Lenders shall be deemed to
constitute gross negligence or willful misconduct for purposes of this Section.
Without limitation of the foregoing, each Lender shall reimburse the
Administrative Agent upon demand for its ratable share of any costs or
out-of-pocket expenses (including Attorney Costs) incurred by the Administrative
Agent in connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Credit Agreement, any other Credit Document, or any
document contemplated by or referred to herein, to the extent that the
Administrative Agent is not reimbursed for such expenses by or on behalf of the
Borrower. The undertaking in this Section shall survive termination of the
Aggregate Commitments, the payment of all other Obligations and the resignation
of the Administrative Agent.

      8.08 Administrative Agent in its Individual Capacity.

      Bank of America and its Affiliates may make loans to, issue letters of
credit for the account of, accept deposits from, acquire equity interests in and
generally engage in any kind of banking, trust, financial advisory, underwriting
or other business with each of the Credit Parties and their respective
Affiliates as though Bank of America were not the Administrative Agent or the
L/C Issuer hereunder and without notice to or consent of the Lenders. The
Lenders acknowledge that, pursuant to such activities, Bank of America or its
Affiliates may receive information regarding any Credit Party or its Affiliates
(including information that may be subject to confidentiality obligations in
favor of such Credit Party or such Affiliate) and acknowledge that the
Administrative Agent shall be under no obligation to provide such information to
them. With respect to its Loans, Bank of America shall have the same rights and
powers under this Credit Agreement as any other Lender and may exercise such
rights and powers as though it were not the Administrative Agent or the L/C
Issuer, and the terms "Lender" and "Lenders" include Bank of America in its
individual capacity.

      8.09 Successor Administrative Agent.

      The Administrative Agent may resign as Administrative Agent upon thirty
(30) days' notice to the Lenders; provided that any such resignation by Bank of
America shall also constitute its resignation as L/C Issuer and Swing Line
Lender. If the Administrative Agent resigns under this Credit Agreement, the
Required Lenders shall appoint from among the Lenders a successor administrative
agent for the Lenders, which successor administrative agent shall be consented
to by the Borrower at all times other than during the existence of an Event of
Default (which consent of the Borrower shall not be unreasonably withheld or
delayed). If no successor administrative agent is appointed prior to the
effective date of the resignation of the Administrative Agent, the
Administrative Agent may appoint, after consulting with the Lenders and the
Borrower, a successor administrative agent from among the Lenders. Upon the
acceptance of its appointment as successor administrative agent hereunder, the
Person acting as such successor administrative agent shall succeed to all the
rights, powers and duties of the retiring Administrative Agent, L/C Issuer and
Swing Line Lender and the respective terms "Administrative Agent", "L/C Issuer"
and "Swing Line Lender" thereafter shall mean such successor administrative
agent, Letter of Credit issuer and swing line lender, and the retiring
Administrative Agent's appointment, powers and duties as Administrative Agent
shall be terminated and the retiring L/C Issuer's and Swing Line Lender's
rights, powers and duties as such shall be terminated, without any other or
further act or deed on the part of such retiring L/C Issuer or Swing Line Lender
or any other Lender, other than the obligation of the successor L/C Issuer to
issue letters of credit in substitution for the Letters of Credit, if any,
outstanding at the time of such succession or to make other arrangements
satisfactory to the retiring L/C Issuer to effectively assume the obligations of
the retiring L/C Issuer with respect to such Letters of Credit. After any
retiring Administrative Agent's resignation hereunder as Administrative Agent,
the provisions of this Article VIII

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and Sections 9.04 and 9.05 shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was Administrative Agent under this Credit
Agreement. If no successor administrative agent has accepted appointment as
Administrative Agent by the date thirty (30) days following a retiring
Administrative Agent's notice of resignation, the retiring Administrative
Agent's resignation shall nevertheless thereupon become effective and the
Lenders shall perform all of the duties of the Administrative Agent hereunder
until such time, if any, as the Required Lenders appoint a successor agent as
provided for above.

      8.10 Administrative Agent May File Proofs of Claim.

      In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to any Credit Party, the Administrative Agent
(irrespective of whether the principal of any Loan or L/C Obligation shall then
be due and payable as herein expressed or by declaration or otherwise and
irrespective of whether the Administrative Agent shall have made any demand on
the Borrower) shall be entitled and empowered, by intervention in such
proceeding or otherwise:

            (a) to file and prove a claim for the whole amount of the principal
      and interest owing and unpaid in respect of the Loans, L/C Obligations and
      all other Obligations (other than obligations under Swap Contracts to
      which the Administrative Agent is not a party) that are owing and unpaid
      and to file such other documents as may be necessary or advisable in order
      to have the claims of the Lenders and the Administrative Agent (including
      any claim for the reasonable compensation, expenses, disbursements and
      advances of the Lenders and the Administrative Agent and their respective
      agents and counsel and all other amounts due the Lenders and the
      Administrative Agent under Sections 2.10 and 9.04) allowed in such
      judicial proceeding; and

            (b) to collect and receive any monies or other property payable or
      deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender to make such payments to the Administrative Agent and, in the event
that the Administrative Agent shall consent to the making of such payments
directly to the Lenders, to pay to the Administrative Agent any amount due for
the reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under Sections 2.10 and 9.04.

      Nothing contained herein shall be deemed to authorize the Administrative
Agent to authorize or consent to or accept or adopt on behalf of any Lender any
plan of reorganization, arrangement, adjustment or composition affecting the
Obligations or the rights of any Lender or to authorize the Administrative Agent
to vote in respect of the claim of any Lender in any such proceeding.

      8.11 Guaranty Matters.

      The Lenders irrevocably authorize the Administrative Agent, at its option
and in its discretion to release any Guarantor from its obligations under the
Guaranty if such Person ceases to be a Subsidiary as a result of a transaction
permitted hereunder. Upon request by the Administrative Agent at any time, the
Required Lenders will confirm in writing the authority of the Administrative
Agent to release any Guarantor from its obligations hereunder pursuant to this
Section 8.11.

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      8.12 Other Agents; Arrangers and Managers.

      None of the Lenders or other Persons identified on the facing page or
signature pages of this Credit Agreement as "Co-Syndication Agents",
"Co-Documentation Agents", "Co- Agents", "Sole Book Manager" or "Sole Lead
Arranger" shall have any right, power, obligation, liability, responsibility or
duty under this Credit Agreement other than, in the case of such Lenders, those
applicable to all Lenders as such. Without limiting the foregoing, none of the
Lenders or other Persons so identified shall have or be deemed to have any
fiduciary relationship with any Lender, the Administrative Agent or the
Borrower. Each Lender acknowledges that it has not relied, and will not rely, on
any of the Lenders or other Persons so identified in deciding to enter into this
Credit Agreement or in taking or not taking action hereunder.

                                   ARTICLE IX
                                  MISCELLANEOUS

      9.01 Amendments, Etc.

      No amendment or waiver of, or any consent to deviation from, any provision
of this Credit Agreement or any other Credit Document shall be effective unless
in writing and signed by the Borrower, the Credit Parties and the Required
Lenders and acknowledged by the Administrative Agent, and each such amendment,
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which it is given; provided, however, that:

            (a) unless also signed by each Lender directly affected thereby, no
      such amendment, waiver or consent shall:

                  (i) extend or increase the Commitment of any Lender (or
            reinstate any Commitment terminated pursuant to Section 7.01), it
            being understood that the amendment or waiver of an Event of Default
            or a mandatory reduction or a mandatory prepayment in Commitments
            shall not be considered an increase in Commitments,

                  (ii) waive non-payment or postpone any date fixed by this
            Credit Agreement or any other Credit Document for any payment of
            principal, interest, fees or other amounts due to any Lender
            hereunder or under any other Credit Document,

                  (iii) reduce the principal of, or the rate of interest
            specified herein on, any Loan or L/C Borrowing, or any fees or other
            amounts payable hereunder or under any other Credit Document;
            provided, however, that only the consent of the Required Lenders
            shall be necessary (A) to amend the definition of "Default Rate" or
            to waive any obligation of the Borrower to pay interest at the
            Default Rate or (B) to amend any financial covenant hereunder (or
            any defined term used therein) even if the effect of such amendment
            would be to reduce the rate of interest on any Loan or L/C Borrowing
            or to reduce any fee payable hereunder,

                  (iv) change any provision of this Credit Agreement regarding
            pro rata sharing or pro rata funding with respect to (A) the making
            of advances (including participations), (B) the manner of
            application of payments or prepayments of principal, interest, or
            fees, (C) the manner of application of reimbursement obligations
            from drawings under Letters of Credit, or (D) the manner of
            reduction of commitments and committed amounts,

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<PAGE>

                  (v) change any provision of this Section 9.01(a) or the
            definition of "Required Lenders" or any other provision hereof
            specifying the number or percentage of Lenders required to amend,
            waive or otherwise modify any rights hereunder or make any
            determination or grant any consent hereunder, or

                  (vi) release all or substantially all of the Guarantors, if
            any, from their obligations hereunder (other than as provided herein
            or as appropriate in connection with transactions permitted
            hereunder);

            (b) unless also signed by the L/C Issuer, no such amendment, waiver
      or consent shall affect the rights or duties of the L/C Issuer under this
      Credit Agreement or any Letter of Credit Application relating to any
      Letter of Credit issued or to be issued by it;

            (c) unless also signed by the Swing Line Lender, no such amendment,
      waiver or consent shall affect the rights or duties of the Swing Line
      Lender under this Credit Agreement; and

            (d) unless also signed by the Administrative Agent, no such
      amendment, waiver or consent shall affect the rights or duties of the
      Administrative Agent under this Credit Agreement or any other Credit
      Document;

provided however, that notwithstanding anything to the contrary contained
herein, (i) no Defaulting Lender shall have any right to approve or disapprove
any amendment, waiver or consent hereunder, except that the Commitment of such
Lender may not be increased or extended without the consent of such Lender, (ii)
each Lender is entitled to vote as such Lender sees fit on any bankruptcy or
insolvency reorganization plan that affects the Loans, (iii) each Lender
acknowledged that the provisions of Section 1126(c) of the Bankruptcy Code
supersedes the unanimous consent provisions set forth herein, (iv) the Required
Lenders may consent to allow a Credit Party to use Cash Collateral in the
context of a bankruptcy or insolvency proceeding, and (v) the Fee Letter may be
amended, or rights or privileges thereunder waived, in a writing executed only
by the parties thereto.

      9.02 Notices and Other Communications; Facsimile Copies.

      (a) General. Unless otherwise expressly provided herein, all notices and
other communications provided for hereunder shall be in writing (including by
facsimile transmission). All such written notices shall be mailed, faxed or
delivered, and all notices and other communications expressly permitted
hereunder to be given by telephone shall be made, to the address, facsimile
number, electronic mail address or telephone number specified for the applicable
party on Schedule 9.02 or to such other address, facsimile number, electronic
mail address or telephone number as shall be designated by such party in a
notice to the other parties. All such notices and other communications shall be
deemed to be given or made upon the earlier to occur of (i) actual receipt by
the relevant party hereto and (ii) (A) if delivered by hand or by courier, when
signed for by or on behalf of the relevant party hereto; (B) if delivered by
mail, four (4) Business Days after deposit in the mails, postage prepaid; (C) if
delivered by facsimile, when sent and receipt has been confirmed by telephone;
and (D) if delivered by electronic mail (which form of delivery is subject to
the provisions of clause (c) below), when delivered; provided, however, that
notices and other communications to the Administrative Agent, the L/C Issuer and
the Swing Line Lender pursuant to Article II shall not be effective until
actually received by such Person. In no event shall a voicemail message be
effective as a notice, communication or confirmation hereunder.

      (b) Effectiveness of Facsimile Documents and Signatures. Credit Documents
may be transmitted and/or signed by facsimile. The effectiveness of any such
documents and signatures shall,

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<PAGE>

subject to applicable Law, have the same force and effect as manually signed
originals and shall be binding on all Credit Parties, the Administrative Agent
and the Lenders. The Administrative Agent may also require that any such
documents and signatures be confirmed by a manually signed original thereof;
provided, however, that the failure to request or deliver the same shall not
limit the effectiveness of any facsimile document or signature.

      (c) Electronic Communications. Notices and other communications to the
Lenders and the L/C Issuer 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 the L/C Issuer pursuant to Article
II if such Lender or the L/C Issuer, as applicable, has notified the
Administrative Agent that it is incapable of receiving notices under such
Article by electronic communication. The Administrative Agent or the Borrower
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.

      (d) The Platform. THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." THE
AGENT-RELATED PERSONS DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE
BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM
LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF
ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD
PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT
PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event
shall the Administrative Agent or any of its Agent-Related Persons have any
liability to the Borrower, any Lender, the L/C Issuer or any other Person for
losses, claims, damages, liabilities or expenses of any kind (whether in tort,
contract or otherwise) arising out of the Borrower's or the Administrative
Agent's transmission of Borrower Materials through the Internet, except to the
extent that 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-Related Person; provided, however, that in no event shall any
Agent-Related Person have any liability to the Borrower, any Lender, the L/C
Issuer or any other Person for indirect, special, incidental, consequential or
punitive damages (as opposed to direct or actual damages).

      (e) Change of Address, Etc. Each of the Borrower, the Administrative
Agent, the L/C Issuer 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 Borrower, the Administrative Agent, the L/C Issuer 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

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<PAGE>

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.

      (f) Reliance by Administrative Agent and Lenders. The Administrative Agent
and the Lenders shall be entitled to rely and act upon any notices (including
telephonic Loan Notices) purportedly given by or on behalf of the Borrower even
if (i) such notices were not made in a manner provided herein, were incomplete
or were not preceded or followed by any other form of notice provided herein, or
(ii) the terms thereof, as understood by the recipient, varied from any
confirmation thereof. The Borrower shall indemnify each Agent-Related Person and
each Lender from all losses, costs, expenses and liabilities resulting from the
reliance by such Person on each notice purportedly given by or on behalf of the
Borrower. All telephonic notices to and other communications with the
Administrative Agent may be recorded by the Administrative Agent, and each of
the parties hereto hereby consents to such recording.

      9.03 No Waiver; Cumulative Remedies.

      No failure by any Lender or the Administrative Agent to exercise, and no
delay by any such Person in exercising, any right, remedy, power or privilege
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, remedy, power or
privilege. The rights, remedies, powers and privileges herein provided are
cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law.

      9.04 Attorney Costs, Expenses and Taxes.

      The Borrower agrees (a) to pay directly to the provider thereof or to pay
or reimburse the Administrative Agent for all costs and expenses incurred in
connection with the development, preparation, negotiation and execution of this
Credit Agreement and the other Credit Documents, the preservation of any rights
or remedies under this Credit Agreement and the other Credit Documents, and any
amendment, waiver, consent or other modification of the provisions hereof and
thereof (whether or not the transactions contemplated hereby or thereby are
consummated), and the consummation and administration of the transactions
contemplated hereby and thereby, including all Attorney Costs, and (b) to pay or
reimburse the Administrative Agent and each Lender for all costs and expenses
incurred following an Event of Default in connection with the enforcement,
attempted enforcement, or preservation of any rights or remedies under this
Credit Agreement or the other Credit Documents (including all such costs and
expenses incurred during any "workout" or restructuring in respect of the
Obligations and during any legal proceeding, including any proceeding under any
Debtor Relief Law), including all Attorney Costs. The foregoing costs and
expenses shall include all search, filing, recording, title insurance and
appraisal charges and fees and taxes related thereto, and other out-of-pocket
expenses incurred by the Administrative Agent and the cost of independent public
accountants and other outside experts retained by the Administrative Agent or
any Lender. All amounts due under this Section 9.04 shall be payable within ten
(10) Business Days after demand therefor. The agreements in this Section shall
survive the termination of the Aggregate Commitments and repayment of all other
Obligations.

      9.05 Indemnification by the Borrower.

      Whether or not the transactions contemplated hereby are consummated, the
Borrower shall indemnify and hold harmless each Agent-Related Person, each
Lender and their respective Affiliates, directors, officers, employees, counsel,
agents, trustees, advisors and attorneys-in-fact (collectively the
"Indemnitees") from and against any and all liabilities, obligations, losses,
damages, penalties, claims,

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<PAGE>

demands, actions, judgments, suits, costs, expenses and disbursements (including
Attorney Costs) of any kind or nature whatsoever (subject to the provisions of
Section 3.01 with respect to Taxes and Other Taxes) that may at any time be
imposed on, incurred by or asserted against any such Indemnitee (whether by a
Credit Party or any other party) in any way relating to or arising out of or in
connection with (a) the execution, delivery, enforcement, performance or
administration of any Credit Document or any other agreement, letter or
instrument delivered in connection with the transactions contemplated thereby or
the consummation of the transactions contemplated thereby, (b) any Commitment,
Loan or Letter of Credit or the use or proposed use of the proceeds therefrom
(including any refusal by the L/C Issuer 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), or (c) any actual
or threatened claim, litigation, investigation or proceeding relating to any of
the foregoing, whether based on contract, tort or any other theory (including
any investigation of, preparation for, or defense of any pending or threatened
claim, investigation, litigation or proceeding) and regardless of whether any
Indemnitee is a party thereto (all the foregoing, collectively, the "Indemnified
Liabilities"); provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such liabilities, obligations, losses, damages,
penalties, claims, demands, actions, judgments, suits, costs, expenses or
disbursements are determined by a court of competent jurisdiction to have
resulted from the gross negligence or willful misconduct of such Indemnitee. No
Indemnitee shall be liable for any damages arising from the use by others of any
information or other materials obtained through IntraLinks or other similar
information transmission systems in connection with this Credit Agreement, and
no Indemnitee shall have any liability for any indirect or consequential damages
relating to this Credit Agreement or any other Credit Document or arising out of
its activities in connection herewith or therewith (whether before or after the
Closing Date). All amounts due under this Section 9.05 shall be payable within
ten (10) Business Days after demand therefor. The agreements in this Section
shall survive the resignation of the Administrative Agent, the assignment by any
Lender of any of its interests hereunder, the replacement of any Lender, the
termination of the Aggregate Commitments and the repayment, satisfaction or
discharge of all the other Obligations.

      9.06 Payments Set Aside.

      To the extent that any payment by or on behalf of the Borrower is made to
the Administrative Agent or any Lender, or the Administrative Agent or any
Lender exercises its right of set-off, and such payment or the proceeds of such
set-off or any part thereof is subsequently invalidated, declared to be
fraudulent or preferential, set aside or required (including pursuant to any
settlement entered into by the Administrative Agent or such Lender in its
discretion) to be repaid to a trustee, receiver or any other party, in
connection with any proceeding under any Debtor Relief Law or otherwise, then
(a) to the extent of such recovery, the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect
as if such payment had not been made or such set-off had not occurred, and (b)
each Lender severally agrees to pay to the Administrative Agent upon demand its
applicable share of any amount so recovered from or repaid by the Administrative
Agent, plus interest thereon from the date of such demand to the date such
payment is made at a rate per annum equal to the Federal Funds Rate from time to
time in effect.

      9.07 Successors and Assigns.

      (a) The provisions of this Credit Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby, except that the Borrower may not assign or otherwise
transfer any of its rights or obligations hereunder without the prior written
consent of each Lender and no Lender may assign or otherwise transfer any of its
rights or obligations hereunder except (i) to an Eligible Assignee in accordance
with the provisions of clause (b) of this Section, (ii) by way of participation
in accordance with the provisions of clause (d) of this Section, or

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<PAGE>

(iii) by way of pledge or assignment of a security interest subject to the
restrictions of clause (f) or (i) of this Section (and any other attempted
assignment or transfer by any party hereto shall be null and void). Nothing in
this Credit Agreement, expressed or implied, shall be construed to confer upon
any Person (other than the parties hereto, their respective successors and
assigns permitted hereby, Participants to the extent provided in clause d) of
this Section and, to the extent expressly contemplated hereby, the Indemnitees)
any legal or equitable right, remedy or claim under or by reason of this Credit
Agreement.

      (b) Any Lender may at any time assign to one or more Eligible Assignees
all or a portion of its rights and obligations under this Credit Agreement
(including all or a portion of its Commitment and the Loans (including for
purposes of this clause (b), participations in L/C Obligations and in Swing Line
Loans but excluding such Lender's rights and obligations in respect of
Competitive Revolving Loans) at the time owing to it); provided that (i) except
in the case of an assignment of the entire remaining amount of the assigning
Lender's Commitment and the Loans at the time owing to it or in the case of an
assignment to a Lender or an Affiliate of a Lender or an Approved Fund with
respect to a Lender, the aggregate amount of the Commitment (which for this
purpose includes Loans outstanding thereunder) subject to each such assignment,
determined as of the date the Assignment and Assumption with respect to such
assignment is delivered to the Administrative Agent or, if "Trade Date" is
specified in the Assignment and Assumption, as of the Trade Date, shall not be
less than $2,500,000 unless each of the Administrative Agent and, so long as no
Event of Default has occurred and is continuing, the Borrower otherwise consents
(each such consent not to be unreasonably withheld or delayed); (ii) each
partial assignment shall be made as an assignment of a proportionate part of all
the assigning Lender's rights and obligations under this Credit Agreement with
respect to the Loans or the Commitment assigned, except that this clause (ii)
shall not apply to rights in respect of Swing Line Loans; (iii) any assignment
of a Commitment must be approved by the Administrative Agent and, with respect
to any assignment of a Revolving Commitment, the L/C Issuer and the Swing Line
Lender (each such consent not to be unreasonably withheld or delayed), unless
the Person that is the proposed assignee is itself a Lender (whether or not the
proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the
parties to each assignment shall execute and deliver to the Administrative Agent
an Assignment and Assumption, together with a processing and recordation fee of
$3,500. Subject to acceptance and recording thereof by the Administrative Agent
pursuant to clause (c) of this Section, from and after the effective date
specified in each Assignment and Assumption, the Eligible Assignee thereunder
shall be a party to this Credit Agreement and, to the extent of the interest
assigned by such Assignment and Assumption, have the rights and obligations of a
Lender under this Credit Agreement, and the assigning Lender thereunder shall,
to the extent of the interest assigned by such Assignment and Assumption, be
released from its obligations under this Credit Agreement (and, in the case of
an Assignment and Assumption covering all of the assigning Lender's rights and
obligations under this Credit Agreement, such Lender shall cease to be a party
hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04,
3.05, 9.04 and 9.05 with respect to facts and circumstances occurring prior to
the effective date of such assignment). Upon request, the Borrower (at its
expense) shall execute and deliver a Note to the assignee Lender. Any assignment
or transfer by a Lender of rights or obligations under this Credit Agreement
that does not comply with this subsection shall be treated for purposes of this
Credit Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with clause (d) of this Section.

      (c) The Administrative Agent, acting solely for this purpose as an agent
of the Borrower, shall maintain at the Administrative Agent's Office a copy of
each Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amounts of the Loans and L/C Obligations owing to, each Lender
pursuant to the terms hereof from time to time (the "Register"). The entries in
the Register shall be conclusive, absent manifest error, and the Borrower, the
Administrative Agent 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 Credit

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<PAGE>

Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by the Borrower and any Lender, at any reasonable time
and from time to time upon reasonable prior notice.

      (d) Any Lender may at any time, without the consent of, or notice to, the
Borrower or the Administrative Agent, sell participations to any Person (other
than a natural person or the Borrower or any of the Borrower's Affiliates or
Subsidiaries) (each, a "Participant") in all or a portion of such Lender's
rights and/or obligations under this Credit Agreement (including all or a
portion of its Commitment and/or the Loans (including such Lender's
participations in L/C Obligations and/or Swing Line Loans) owing to it);
provided that (i) such Lender's obligations under this Credit 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 Borrower,
the Administrative Agent 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 Credit 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 Credit Agreement and to approve any
amendment, modification or waiver of any provision of this Credit Agreement;
provided that such agreement or instrument may provide that such Lender will
not, without the consent of the Participant, agree to any amendment, waiver or
other modification that extends the time for, reduces the amount or alters the
application of proceeds with respect to such obligations and payments required
therein that directly affects such Participant. Subject to clause (e) of this
Section, the Borrower agrees that each Participant shall be entitled to the
benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to clause (b) of
this Section. To the extent permitted by law, each Participant also shall be
entitled to the benefits of Section 9.09 as though it were a Lender, provided
such Participant agrees to be subject to Section 2.13 as though it were a
Lender.

      (e) A Participant shall not be entitled to receive any greater payment
under Section 3.01 or 3.04 than the applicable Lender would have been entitled
to receive with respect to the participation sold to such Participant. A
Participant that would be a Foreign Lender if it were a Lender shall not be
entitled to the benefits of Section 3.01 unless the Borrower is notified of the
participation sold to such Participant and such Participant agrees, for the
benefit of the Borrower, to comply with Section 9.15 as though it were a Lender.

      (f) Any Lender may at any time pledge or assign a security interest in all
or any portion of its rights under this Credit Agreement (including under its
Note, if any) to secure obligations of such Lender, including any pledge or
assignment to secure obligations to a Federal Reserve Bank; provided that no
such pledge or assignment shall release such Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party
hereto.

      (g) Notwithstanding anything to the contrary contained herein, any Lender
that is a Fund may (without notice to or the consent of any of the parties
hereto) create a security interest in all or any portion of the Loans owing to
it and the Note, if any, held by it to the trustee for holders of obligations
owed, or securities issued, by such Fund as security for such obligations or
securities, provided that unless and until such trustee actually becomes a
Lender in compliance with the other provisions of this Section 9.07, (i) no such
pledge shall release the pledging Lender from any of its obligations under the
Credit Documents and (ii) such trustee shall not be entitled to exercise any of
the rights of a Lender under the Credit Documents even though such trustee may
have acquired ownership rights with respect to the pledged interest through
foreclosure or otherwise.

      (h) The words "execution", "signed", "signature", and words of like import
in any Assignment and Assumption shall be deemed to include electronic
signatures or the keeping of records in electronic form, each of which shall be
of the same legal effect, validity or enforceability as a manually

                                       78
<PAGE>

executed signature or the use of a paper-based recordkeeping system, as the case
may be, to the extent and as provided for in any applicable law, including the
Federal Electronic Signatures in Global and National Commerce Act, the New York
State Electronic Signatures and Records Act, or any other similar state laws
based on the Uniform Electronic Transactions Act.

      (i) Notwithstanding anything to the contrary contained herein, if at any
time Bank of America assigns all of its Commitment and Loans pursuant to clause
(b) above, Bank of America may, (i) upon thirty (30) days' notice to the
Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty (30)
days' notice to the Borrower, resign as Swing Line Lender. In the event of any
such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be
entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line
Lender hereunder; provided, however, that no failure by the Borrower to appoint
any such successor shall affect the resignation of Bank of America as L/C Issuer
or Swing Line Lender, as the case may be. If Bank of America resigns as L/C
Issuer, it shall retain all the rights and obligations of the L/C Issuer
hereunder with respect to all Letters of Credit outstanding as of the effective
date of its resignation as L/C Issuer and all L/C Obligations with respect
thereto (including the right to require the Lenders to make Committed Revolving
Loans that are Base Rate Loans or fund risk participations in Unreimbursed
Amounts pursuant to Section 2.03(c)). If Bank of America resigns as Swing Line
Lender, it shall retain all the rights of the Swing Line Lender provided for
hereunder with respect to Swing Line Loans made by it and outstanding as of the
effective date of such resignation, including the right to require the Lenders
to make Committed Revolving Loans that are Base Rate Loans or fund risk
participations in outstanding Swing Line Loans pursuant to Section 2.04(c).

      9.08 Confidentiality.

      Each of the Administrative Agent and the Lenders agrees to maintain the
confidentiality of Confidential Information, except that Confidential
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 Confidential Information and
instructed to keep such Confidential Information confidential); (b) to the
extent requested by any regulatory authority; (c) to the extent required by
applicable Law or regulations or by any subpoena or similar legal process; (d)
to any other party to this Credit Agreement; (e) in connection with the exercise
of any remedies hereunder or any suit, action or proceeding relating to this
Credit Agreement or the enforcement of rights hereunder (it being understood
that the Persons to whom such disclosure is made will be informed of the
confidential nature of such Confidential Information and instructed to keep such
Confidential Information confidential); (f) subject to an agreement containing
provisions substantially the same as those of this Section, to (i) any Eligible
Assignee of or Participant in, or any prospective Eligible Assignee of or
Participant in, any of its rights or obligations under this Credit Agreement or
(ii) any direct or indirect contractual counterparty or prospective counterparty
(or such contractual counterparty's or prospective counterparty's professional
advisor) to any credit derivative transaction relating to obligations of the
Credit Parties; (g) with the consent of the Borrower; (h) to the extent such
Confidential Information (i) becomes publicly available other than as a result
of a breach of this Section or (ii) becomes available to the Administrative
Agent or any Lender on a nonconfidential basis from a source other than the
Borrower; (i) to the National Association of Insurance Commissioners or any
other similar organization (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such
Confidential Information and instructed to keep such Confidential Information
confidential); or (j) to any nationally recognized rating agency that requires
access to a Lender's or an Affiliate's investment portfolio in connection with
ratings issued with respect to such Lender or Affiliate. In addition, the
Administrative Agent and the Lenders may disclose the existence of this Credit
Agreement and information about this Credit Agreement to market data collectors,
similar service providers to the lending industry, and service providers to the
Administrative Agent and the Lenders in connection with the administration and

                                       79
<PAGE>

management of this Credit Agreement, the other Credit Documents, the
Commitments, and the Extensions of Credit. Any Person required to maintain the
confidentiality of Confidential 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
Confidential Information as such Person would accord to its own confidential
information. For the purposes of this Section, "Confidential Information" means
all information received from any Credit Party relating to any Credit Party or
its business, other than any such information that is available to the
Administrative Agent or any Lender on a nonconfidential basis prior to
disclosure by any Credit Party; provided that, in the case of information
received from a Credit Party after the date hereof, such information is clearly
identified in writing at the time of delivery as confidential.

      9.09 Set-off..

      In addition to any rights and remedies of the Lenders provided by law,
upon the occurrence and during the continuance of any Event of Default, each
Lender and each of its Affiliates are authorized at any time and from time to
time, without prior notice to the Borrower or any other Credit Party, any such
notice being waived by the Borrower (on its own behalf and on behalf of each
Credit Party) 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 by, and other indebtedness at any time owing by, such Lender or
Affiliate to or for the credit or the account of the respective Credit Parties
against any and all Obligations owing to such Lender hereunder or under any
other Credit Document, now or hereafter existing, irrespective of whether or not
the Administrative Agent or such Lender shall have made demand under this Credit
Agreement or any other Credit Document and although such Obligations may be
contingent or unmatured or denominated in a currency different from that of the
applicable deposit or indebtedness. Each Lender agrees promptly to notify the
Borrower and the Administrative Agent after any such set-off and application
made by such Lender; provided, however, that the failure to give such notice
shall not affect the validity of such set-off and application.

      9.10 Interest Rate Limitation.

      Notwithstanding anything to the contrary contained in any Credit Document,
the interest paid or agreed to be paid under the Credit Documents shall not
exceed the maximum rate of non-usurious interest permitted by applicable Law
(the "Maximum Rate"). If the Administrative Agent or any Lender shall receive
interest in an amount that exceeds the Maximum Rate, the excess interest shall
be applied to the principal of the Loans or, if it exceeds such unpaid
principal, refunded to the Borrower. In determining whether the interest
contracted for, charged, or received by the Administrative Agent or a Lender
exceeds the Maximum Rate, such Person may, to the extent permitted by applicable
Law, (a) characterize any payment that is not principal as an expense, fee, or
premium rather than interest, (b) exclude voluntary prepayments and the effects
thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal
parts the total amount of interest throughout the contemplated term of the
Obligations hereunder.

      9.11 Counterparts.

      This Credit Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

      9.12 Integration.

      This Credit Agreement, together with the other Credit Documents, comprises
the complete and integrated agreement of the parties on the subject matter
hereof and thereof and supersedes all prior agreements, written or oral, on such
subject matter. In the event of any conflict between the provisions of

                                       80
<PAGE>

this Credit Agreement and those of any other Credit Document, the provisions of
this Credit Agreement shall control; provided that the inclusion of supplemental
rights or remedies in favor of the Administrative Agent or the Lenders in any
other Credit Document shall not be deemed a conflict with this Credit Agreement.
Each Credit Document was drafted with the joint participation of the respective
parties thereto and shall be construed neither against nor in favor of any
party, but rather in accordance with the fair meaning thereof.

      9.13 Survival of Representations and Warranties.

      All representations and warranties made hereunder and in any other Credit
Document or other document delivered pursuant hereto or thereto or in connection
herewith or therewith shall survive the execution and delivery hereof and
thereof. Such representations and warranties have been or will be relied upon by
the Administrative Agent and each Lender, regardless of any investigation made
by the Administrative Agent or any Lender or on their behalf and notwithstanding
that the Administrative Agent or any Lender may have had notice or knowledge of
any Default or Event of Default at the time of any Extension of Credit, and
shall continue in full force and effect as long as any Loan or any other
Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit
shall remain outstanding.

      9.14 Severability.

      If any provision of this Credit Agreement or the other Credit Documents is
held to be illegal, invalid or unenforceable, (a) the legality, validity and
enforceability of the remaining provisions of this Credit Agreement and the
other Credit Documents shall not be affected or impaired thereby and (b) the
parties shall endeavor in good faith negotiations to replace the illegal,
invalid or unenforceable provisions with valid provisions the economic effect of
which comes as close as possible to that of the illegal, invalid or
unenforceable provisions. The invalidity of a provision in a particular
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

      9.15 Replacement of Lenders.

      If (a) any Lender requests compensation under Section 3.04, (b) the
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 3.01,
(c) a Lender (a "Non-Consenting Lender") does not consent to a proposed
amendment, consent, change, waiver, discharge or termination with respect to any
Credit Document that has been approved by the Required Lenders (including,
without limitation by a failure to respond in writing to a proposed amendment by
the date and time specified by the Administrative Agent) as provided in Section
9.01 but requires unanimous consent of all Lenders, (d) any Lender is a
Defaulting Lender or (e) any Lender breaches the terms of this Credit Agreement
in a material manner, then the 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, and consents required by, Section 9.07), all of its
interests, rights and obligations under this Credit Agreement and the related
Credit Documents to an assignee that shall assume such obligations (which
assignee may be another Lender, if a Lender accepts such assignment), provided
that:

                  (i) the Borrower shall have paid to the Administrative Agent
            the assignment fee specified in Section 9.07(b);

                  (ii) such Lender shall have received payment of an amount
            equal to the outstanding principal of its Loans, accrued interest
            thereon, accrued fees and all other amounts payable to it hereunder
            and under the other Credit Documents (including any amounts under
            Section 3.05) from the assignee (to the extent of such outstanding

                                       81
<PAGE>

            principal and accrued interest and fees) or the Borrower (in the
            case of all other amounts);

                  (iii) in the case of any such assignment resulting from a
            claim for compensation under Section 3.04 or payments required to be
            made pursuant to Section 3.01, such assignment will result in a
            reduction in such compensation or payments thereafter; and

                  (iv) such assignment does not conflict with applicable Laws;
            and

                  (v) in the case of any such assignment resulting from a
            Non-Consenting Lender's failure to consent to a proposed amendment,
            consent change, waiver, discharge or termination with respect to any
            Credit Document, the applicable replacement bank or financial
            institution consents to the proposed change, waiver, discharge or
            termination;

                  provided that the failure by such Non-Consenting Lender to
            execute and deliver an Assignment and Assumption shall not impair
            the validity of the removal of such Non-Consenting Lender and the
            mandatory assignment of such Non-Consenting Lender's Commitments and
            outstanding Loans pursuant to this Section 9.15 shall nevertheless
            be effective without the execution by such Non-Consenting Lender of
            an Assignment and Assumption.

      A Lender shall not be required to make any such assignment or delegation
if, prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Borrower to require such assignment and delegation
cease to apply.

      9.16 Source of Funds.

      Each of the Lenders hereby represents and warrants to the Borrower that at
least one of the following statements is an accurate representation as to the
source of funds to be used by such Lender in connection with the financing
hereunder:

            (a) no part of such funds constitutes assets allocated to any
      separate account maintained by such Lender in which any employee benefit
      plan (or its related trust) has any interest;

            (b) to the extent that any part of such funds constitutes assets
      allocated to any separate account maintained by such Lender, such Lender
      has disclosed to the Borrower the name of each employee benefit plan whose
      assets in such account exceed 10% of the total assets of such account as
      of the date of such purchase (and, for purposes of this clause (b), all
      employee benefit plans maintained by the same employer or employee
      organization are deemed to be a single plan);

            (c) to the extent that any part of such funds constitutes assets of
      an insurance company's general account, such insurance company has
      complied with all of the requirements of the regulations issued under
      Section 401(c)(1)(A) of ERISA; or

            (d) such funds constitute assets of one or more specific benefit
      plans that such Lender has identified in writing to the Borrower.

      As used in this Section, the terms "employee benefit plan" and "separate
account" shall have the respective meanings provided in Section 3 of ERISA.

                                       82
<PAGE>

      9.17 GOVERNING LAW.

      (a) THIS CREDIT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, the LAW OF THE STATE OF NORTH CAROLINA applicable to agreements
made and to be performed entirely within such State; PROVIDED THAT THE
ADMINISTRATIVE Agent AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER
FEDERAL LAW.

      (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS CREDIT AGREEMENT
OR ANY OTHER CREDIT DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NORTH
CAROLINA SITTING IN CHARLOTTE OR OF THE UNITED STATES FOR THE WESTERN DISTRICT
OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS CREDIT AGREEMENT, THE
BORROWER, THE ADMINISTRATIVE Agent AND EACH LENDER CONSENTS, FOR ITSELF AND IN
RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE
BORROWER, THE ADMINISTRATIVE Agent AND EACH LENDER IRREVOCABLY WAIVES ANY
OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE
GROUNDS OF FORUM NON CONVENIENS, THAT IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY
CREDIT DOCUMENT OR OTHER DOCUMENT RELATED THERETO. THE BORROWER, THE
ADMINISTRATIVE Agent AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS,
COMPLAINT OR OTHER PROCESS, THAT MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE
LAW OF SUCH STATE.

      9.18 WAIVER OF RIGHT TO TRIAL BY JURY.

      EACH PARTY TO THIS CREDIT AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO
TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY
CREDIT DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE
DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY CREDIT
DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING
OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND
EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR
CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY
PARTY TO THIS CREDIT AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF
THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

      9.19 No Conflict.

      To the extent there is any conflict or inconsistency between the
provisions hereof and the provisions of any Credit Document, this Credit
Agreement shall control.

      9.20 USA PATRIOT Act Notice.

      Each Lender that is subject to the Patriot Act (as hereinafter defined)
and the Administrative Agent (for itself and not on behalf of any Lender) hereby
notifies the Borrower that pursuant to the requirements of the Patriot Act, it
is required to obtain, verify and record information that identifies the
Borrower, which information includes the name and address of the Borrower and
other information that

                                       83
<PAGE>

will allow such Lender or the Administrative Agent, as applicable, to identify
such Borrower in accordance with the Patriot Act.

      9.21 Entire Agreement.

      This Credit Agreement and the other Credit Documents represent the final
agreement AMONG the parties and may not be contradicted by evidence of prior,
contemporaneous, or subsequent oral agreements of the parties. There are no
unwritten oral agreements AMONG the parties.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       84
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Credit Agreement
to be duly executed as of the date first above written.

BORROWER:                                  HEALTHCARE REALTY TRUST INCORPORATED,
                                           a Maryland corporation

                                           By: /s/ Scott W. Holmes
                                               ---------------------------------
                                           Name: Scott W. Holmes
                                           Title: Senior Vice President and
                                                  Chief Financial Officer












                                            HEALTHCARE REALTY TRUST INCORPORATED
                                                                CREDIT AGREEMENT

<PAGE>

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

                                           By: /s/ Amie L. Edwards
                                               ---------------------------------
                                           Name: Amie L. Edwards
                                           Title: Vice President





















                                            HEALTHCARE REALTY TRUST INCORPORATED
                                                                CREDIT AGREEMENT
<PAGE>

LENDERS:                                   BANK OF AMERICA, N.A., as L/C Issuer,
                                           Swing Line Lender and as a Lender

                                           By: /s/ Amie L. Edwards
                                               ---------------------------------
                                           Name: Amie L. Edwards
                                           Title: Vice President





















                                            HEALTHCARE REALTY TRUST INCORPORATED
                                                                CREDIT AGREEMENT

<PAGE>

                                           WACHOVIA BANK, NATIONAL ASSOCIATION

                                           By: /s/ Rex E. Rudy
                                               ---------------------------------
                                           Name: Rex E. Rudy
                                           Title: Managing Director






















                                            HEALTHCARE REALTY TRUST INCORPORATED
                                                                CREDIT AGREEMENT

<PAGE>

                                           UBS LOAN FINANCE LLC

                                           By: /s/ Irja R. Otsa
                                               ---------------------------------
                                           Name: Irja R. Otsa
                                           Title: Associate Director
                                                  Banking Products Services, US

                                           By: /s/ Pamela Oh
                                               ---------------------------------
                                           Name: Pamela Oh
                                           Title: Associate Director
                                                  Banking Products Services, US





















                                            HEALTHCARE REALTY TRUST INCORPORATED
                                                                CREDIT AGREEMENT

<PAGE>

                                           CALYON NEW YORK BRANCH

                                           By: /s/ Charles Heidsieck
                                               ---------------------------------
                                           Name: Charles Heidsieck
                                           Title: Managing Director

                                           By: /s/ Tom Randolph
                                               ---------------------------------
                                           Name: Tom Randolph
                                           Title: Director





















                                           HEALTHCARE REALTY TRUST INCORPORATED
                                           CREDIT AGREEMENT

<PAGE>

                                           LASALLE BANK NATIONAL ASSOCIATION

                                           By: /s/ Robert E. Goeckel
                                               ---------------------------------
                                           Name: Robert E. Goeckel
                                           Title: Vice President





















                                           HEALTHCARE REALTY TRUST INCORPORATED
                                                                CREDIT AGREEMENT

<PAGE>

                                           KEYBANK NATIONAL ASSOCIATION

                                           By: /s/ Michael P. McCarthy
                                               ---------------------------------
                                           Name:  Michael P. McCarthy
                                           Title: Vice President





















                                           HEALTHCARE REALTY TRUST INCORPORATED
                                                                CREDIT AGREEMENT

<PAGE>

                                           SUNTRUST BANK

                                           By: /s/ Gregory M. Ratiff
                                               ---------------------------------
                                           Name: Gregory M. Ratiff
                                           Title: Vice President




















                                           HEALTHCARE REALTY TRUST INCORPORATED
                                                                CREDIT AGREEMENT

<PAGE>

                                           REGIONS BANK

                                           By: /s/ Craig Gardella
                                               ---------------------------------
                                           Name: Craig Gardella
                                           Title: Senior Vice President





















                                           HEALTHCARE REALTY TRUST INCORPORATED
                                                                CREDIT AGREEMENT
<PAGE>

                                           JPMORGAN CHASE BANK, N.A.

                                           By: /s/ Susan M. Tate
                                               ---------------------------------
                                           Name: Susan M. Tate
                                           Title: Vice President





















                                           HEALTHCARE REALTY TRUST INCORPORATED
                                                                CREDIT AGREEMENT

<PAGE>

                                           AMSOUTH BANK

                                           By: /s/ Grier Powers
                                               ---------------------------------
                                           Name: Grier Powers
                                           Title: VP





















                                           HEALTHCARE REALTY TRUST INCORPORATED
                                                                CREDIT AGREEMENT

<PAGE>

                                           FIFTH THIRD BANK, N.A.

                                           By: /s/ Sandy Hamrick
                                               ---------------------------------
                                           Name: Sandy Hamrick
                                           Title: VP





















                                           HEALTHCARE REALTY TRUST INCORPORATED
                                                                CREDIT AGREEMENT

<PAGE>

                                           PINNACLE NATIONAL BANK

                                           By: /s/ Todd Carter
                                               ---------------------------------
                                           Name: Todd Carter
                                           Title: Senior Vice President






















                                           HEALTHCARE REALTY TRUST INCORPORATED
                                                                CREDIT AGREEMENT
<PAGE>
                                  Schedule 2.01

                             LENDERS AND COMMITMENTS

<Table>
<Caption>

                                                                                              Pro Rata Share of
            Lender                                      Revolving Commitment                 Revolving Commitment
-----------------------------------                     --------------------                 --------------------
<S>                                                     <C>                                  <C>
Bank of America, N.A.                                   $   48,000,000.00                       12.000000000%
Wachovia Bank, National Association                     $   40,000,000.00                       10.000000000%
UBS Loan Finance LLC                                    $   40,000,000.00                       10.000000000%
Calyon New York Branch                                  $   40,000,000.00                       10.000000000%
LaSalle Bank National Association                       $   40,000,000.00                       10.000000000%
KeyBank National Association                            $   35,000,000.00                        8.750000000%
SunTrust Bank                                           $   35,000,000.00                        8.750000000%
Regions Bank                                            $   35,000,000.00                        8.750000000%
JPMorgan Chase Bank, N.A.                               $   30,000,000.00                        7.500000000%
AmSouth Bank                                            $   25,000,000.00                        6.250000000%
Fifth Third Bank, N.A.                                  $   25,000,000.00                        6.250000000%
Pinnacle National Bank                                  $    7,000,000.00                        1.750000000%
                                                        -----------------                    ---------------
                           Total:                       $  400,000,000.00                     100.0000000000%
                                                        -----------------                    ---------------
</Table>

<PAGE>

                                  Schedule 2.03

                           EXISTING LETTERS OF CREDIT

None.

<PAGE>

                                  Schedule 5.04

                                   LITIGATION

      On October 9, 2003, HR Acquisition I Corporation (formerly known as
Capstone Capital Corporation, "Capstone"), a wholly-owned affiliate of the
Borrower, was served with the Third Amended Verified Complaint in a shareholder
derivative suit which was originally filed on August 28, 2002 in the Jefferson
County, Alabama Circuit Court by a shareholder of HealthSouth Corporation. The
suit alleges that certain officers and directors of HealthSouth, who were also
officers and directors of Capstone, sold real estate properties from HealthSouth
to Capstone and then leased the properties back to HealthSouth at artificially
high values, in violation of their fiduciary obligations to HealthSouth. The
Borrower acquired Capstone in a merger transaction in October, 1998. None of the
Capstone officers and directors remained in their positions following the
Borrower's acquisition of Capstone. The complaint seeks an accounting and
disgorgement of monies obtained by the allegedly wrongful conduct and other
unspecified compensatory and punitive damages. There is currently a stay on
discovery in the case. The Borrower will defend itself vigorously and believes
that the claims brought by the plaintiff are not meritorious.

      The Borrower is not aware of any other pending or threatened litigation
that, if resolved against the Borrower, would have a material adverse effect on
the Borrower's financial condition or results of operations.

<PAGE>

                                  Schedule 5.06

                              ENVIRONMENTAL MATTERS

None.

<PAGE>

                                  Schedule 5.07

                 MATERIAL SUBSIDIARIES AND SPECIFIED AFFILIATES

As of December 30, 2005:

<TABLE>
<CAPTION>
                       SUBSIDIARIES OF HEALTHCARE REALTY TRUST INCORPORATED

ENTITY                                                  INCORPORATED       QUALIFIED
------------------------------------------------        ------------       --------------------
<S>                                                     <C>                <C>
Healthcare Realty Services Incorporated- 1,000          Alabama            Arizona
shares of Common Stock, $.01 par value, 100%                               California
owned by Borrower                                                          Connecticut
                                                                           District of Columbia
                                                                           Florida
                                                                           Georgia
                                                                           Hawaii
                                                                           Illinois
                                                                           Kansas
                                                                           Louisiana
                                                                           Maryland
                                                                           Mississippi
                                                                           Missouri
                                                                           Nevada
                                                                           Oklahoma
                                                                           Pennsylvania
                                                                           Tennessee
                                                                           Texas
                                                                           Virginia
                                                                           Wyoming

HRT of Roanoke, Inc.                                    Virginia
1 ,000 shares of Common Stock, $ 1 .00 par value,
100% owned by   Borrower

HRT of Virginia, Inc.                                   Virginia
10,000 shares of Common Stock, $.01 par value,
100% owned by Borrower

HR Acquisition I Corporation- 10 shares of              Maryland           Alabama
Common Stock, $.01 par value, 100% owned by                                Arizona
Borrower                                                                   Arkansas
                                                                           California
                                                                           Connecticut
                                                                           Florida
                                                                           Georgia
                                                                           Hawaii
                                                                           Illinois
                                                                           Michigan
                                                                           Missouri
                                                                           Mississippi
                                                                           North Carolina
                                                                           New Jersey
                                                                           Nevada
                                                                           Ohio
                                                                           Oklahoma
                                                                           South Carolina
                                                                           Tennessee
                                                                           Virginia
</TABLE>

<PAGE>

<Table>
<Caption>
                        SUBSIDIARIES OF HEALTHCARE REALTY TRUST INCORPORATED

ENTITY                                                       INCORPORATED                        QUALIFIED
-----------------------                                      ------------                        ----------
<S>                                                          <C>                                 <C>
                                                                                                 Washington
                                                                                                 Wyoming
 HRT of Illinois, Inc.                                       Delaware                            Illinois
 HRT of Tennessee, Inc.                                      Tennessee
</Table>

                 [SCHEDULE 5.07 CONTINUES ON THE FOLLOWING PAGE]

<PAGE>

                            Schedule 5.07 (Continued)

              Subsidiaries of HR Acquisition I Corporation (HRAIC)

Set forth below is a complete and accurate list of all of the Material
Subsidiaries of HRAIC, a 100% wholly owned Subsidiary of the Borrower. Each
subsidiary (other than the limited liability company and the limited
partnerships) has 1,000 shares of common stock issued and outstanding.

<Table>
<Caption>
                            SUBSIDIARIES OF HR Acquisition I Corporation (HRAIC)

ENTITY                                                       INCORPORATED                        QUALIFIED
------------------------------------------                   ------------                        ----------
<S>                                                          <C>                                 <C>
ASMI/Birmingham Medical Building SPE,                        Delaware                            Alabama
LLC - sole member is a subsidiary of
HRAIC

HR Acquisition of Pennsylvania, Inc.                         Pennsylvania

HR of Los Angeles, Ltd.                                      Alabama                             California
(66.67% interest owned by HRAIC)

HR of Las Vegas, Ltd. (99% interest owned                    Alabama                             Texas
by HRAIC)                                                                                        Nevada

HR Acquisition of San Antonio, Ltd. (99%                     Alabama                             Texas
interest owned by HRAIC)

HRT Properties of Texas, Ltd.                                Texas
(99% interest owned by HRAIC)
</Table>

<PAGE>

                                  Schedule 5.10

                              COMPLIANCE WITH LAWS

None.
<PAGE>

                                  Schedule 5.12

                                  INDEBTEDNESS

Other than as set forth below, there is no material Debt of the Borrower and its
Material Subsidiaries outstanding as of the date hereof.

      As of December 31, 2005, Borrower has the following debt.

<Table>
<S>                                                                    <C>
Senior Notes due 2014                                                  $ 300,000,000

Senior Notes due 2011                                                  $ 300,000,000

Senior Notes due 2006                                                  $  29,400,000

$300 million Line of Credit due 2006                                   $  73,000,000

Mortgage Notes payable with various maturities                         $  70,709,000
</Table>

**Net obligations under interest rate swap contracts is a liability of
approximately $6.2 million at December 31, 2005 and is carried in "Other
Liabilities" in the balance sheet. At times, the net obligations under these
interest rate swap contracts are assets in the balance sheet.

<PAGE>

                                  Schedule 5.13

                             CONTINGENT LIABILITIES

None.

<PAGE>

                                  Schedule 5.14

                                  INVESTMENTS

      Borrower owns 384,616 shares of Series B Preferred Stock, par value $ .001
per share, of Summerville Healthcare Group, Inc., a Delaware corporation.

      Borrower owns 75% interest in a $14.8 million joint venture, Unico HRT
2005 MOB Venture, LLC, a Delaware limited liability company, relating to three
medical office buildings and land for future development in Washington.

<PAGE>

                                  Schedule 9.02

                                NOTICE ADDRESSES

Credit Parties:

Healthcare Realty Trust Incorporated
3310 West End Avenue
Suite 700
Nashville, Tennessee 37203
Attention: Scott W. Holmes
Telephone: (615) 269-8269
Facsimile No.: (615) 269-8122

Administrative Agent:

      For payments and Requests for Credit Extensions:

Bank of America, N.A.
101 North Tryon Street, NC1-001-04-39
Charlotte, North Carolina 28255
Attention: Monika Patel, Agency Services
Telephone: (704) 386-5094
Facsimile: (704) 409-0157

Wiring Instructions:

Bank of America NA
New York, NY
ABA No.: 026009593
Account No.: 1366212250600
Account Name: Credit Services
Ref: Healthcare Realty Trust Incorporated

      For all other notices:

Bank of America, N.A.
1455 Market Street, CA5-701-05-19
San Francisco, CA 94103
Attention: Angela Lau, Assistant Vice President
Telephone: (415) 436-4000
Facsimile: (415) 503-5008

      With a copy to:

Bank of America, N.A.
100 N. Tryon Street, NC1-007-17-11
Charlotte, NC 28255
Attention: Amie Edwards, Vice President

<PAGE>

Telephone: (704) 387-1346
Facsimile: (704) 387-4605

<PAGE>

                                 Exhibit 2.01(f)

                        FORM OF LENDER JOINDER AGREEMENT

      THIS LENDER JOINDER AGREEMENT (this "Agreement") dated as of _______, 200
_______ to  the Credit Agreement referenced below is by and among [NEW LENDER]
(the "New Lender"), HEALTHCARE REALTY TRUST INCORPORATED, a Maryland corporation
(the "Borrower"), certain Lenders identified therein, and BANK OF AMERICA, N.A.,
as administrative agent (in such capacity, the "Administrative Agent") for the
Lenders. All of the defined terms of the Credit Agreement are incorporated
herein by reference.

                               W I T N E S S E T H

      WHEREAS, pursuant to that Credit Agreement dated as of January____, 2006
(as amended, modified, supplemented and extended from time to time, the "Credit
Agreement") among the Borrower, the Lenders and the Administrative Agent, the
Lenders have provided the Borrower with a $400 million revolving credit
facility;

      WHEREAS, pursuant to Section 2.01(f) of the Credit Agreement, the Borrower
has requested that the New Lender provide an additional Revolving Commitment
under the Credit Agreement; and

      WHEREAS, the New Lender has agreed to provide the additional Revolving
Commitment on the terms and conditions set forth herein and to become a "Lender"
under the Credit Agreement in connection therewith;

      NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

      1. The New Lender hereby agrees to provide Commitments to the Borrower in
the amounts set forth on Schedule 2.01 to the Credit Agreement as attached
hereto. The Revolving Commitment Percentage of the New Lender shall be as set
forth on Schedule 2.01.

      2. The New Lender shall be deemed to have purchased without recourse a
risk participation from the L/C Issuer in all Letters of Credit issued or
existing under the Credit Agreement (including Existing Letters of Credit) and
the obligations arising thereunder in an amount equal to its pro rata share of
the obligations under such Letters of Credit (based on the Revolving Commitment
Percentages of the Lenders as set forth on Schedule 2.01 as attached hereto),
and shall absolutely, unconditionally and irrevocably assume, as primary obligor
and not as surety, and be obligated to pay to the L/C Issuer therefor and
discharge when due, its pro rata share of the obligations arising under such
Letter of Credit.

      3. The New Lender (a) represents and warrants that it is a commercial
lender, other financial institution or other "accredited" investor (as defined
in SEC Regulation D) that makes or acquires loans in the ordinary course of
business and that it will make or acquire Loans for its own account in the
ordinary course of business, (b) confirms that it has received a copy of the
Credit Agreement, together with copies of the financial statements referred to
in Section 6.01 thereof and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Agreement; (c) agrees 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 deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Credit Agreement; (d)
appoints and authorizes the Administrative Agent to take such action as agent on

<PAGE>

its behalf and to exercise such powers and discretion under the Credit Agreement
as are delegated to the Administrative Agent by the terms thereof, together with
such powers and discretion as are reasonably incidental thereto; and (e) agrees
that, as of the date hereof, the New Lender shall (i) be a party to the Credit
Agreement and the other Credit Documents, (ii) be a "Lender" for all purposes of
the Credit Agreement and the other Credit Documents, (iii) perform all of the
obligations that by the terms of the Credit Agreement are required to be
performed by it as a "Lender" under the Credit Agreement and (iv) shall have the
rights and obligations of a Lender under the Credit Agreement and the other
Credit Documents.

      4. [Each of the] [The] Borrower [and the Guarantors] agrees that, as of
the date hereof, the New Lender shall (i) be a party to the Credit Agreement and
the other Credit Documents, (ii) be a "Lender" for all purposes of the Credit
Agreement and the other Credit Documents, and (iii) have the rights and
obligations of a Lender under the Credit Agreement and the other Credit
Documents.

      5. The address of the New Lender for purposes of all notices and other
communications is ___________________________, ______________________________,

Attention of _________________________  (Facsimile No. ______________________).

      6. This Agreement may be executed in any number of counterparts and by the
various parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall
constitute one contract. Delivery of an executed counterpart of this Agreement
by telecopier shall be effective as delivery of a manually executed counterpart
of this Agreement.

      7. This Agreement shall be governed by and construed and interpreted in
accordance with the laws of the State of North Carolina.

<PAGE>

      IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed by a duly authorized officer as of the date first above written.

NEW LENDER:                    [NEW LENDER],
                               as New Lender

                               By: _______________________________
                               Name:
                               Title:

BORROWER:                      HEALTHCARE REALTY TRUST INCORPORATED,
                               a Maryland corporation

                               By: _______________________________
                               Name:
                               Title:

Accepted and Agreed:

BANK OF AMERICA, N.A.,
as Administrative Agent

By: _______________________________
Name:
Title:

<PAGE>

                                   Schedule 1

                             LENDERS AND COMMITMENTS

<Table>
<Caption>
                                                                                              Pro Rata Share of
Lender                                                      Revolving Commitment             Revolving Commitment
------                                                      --------------------             --------------------
<S>                                                         <C>                              <C>
</Table>
<PAGE>
                                  Exhibit 2.02

                              FORM OF LOAN NOTICE

Date: ___________, 200__

To:   Bank of America, N.A., as Administrative Agent

Re:   Credit Agreement (as amended, modified, supplemented and extended from
      time to time, the "Credit Agreement") dated as of January_____, 2006 among
      Healthcare Realty Trust Incorporated, a Maryland corporation (the
      "Borrower"), the Lenders identified therein, and Bank of America, N.A., as
      Administrative Agent. Capitalized terms used but not otherwise defined
      herein have the meanings provided in the Credit Agreement.

Ladies and Gentlemen:

The undersigned hereby requests (select one):

      [ ] A Borrowing         [ ] A Continuation             [ ] A Conversion

of Committed Revolving Loans:

1.    On: _________________, 200 __________ (which is a Business Day).

2.    In the amount of: ___________________.

3.    Comprised of: _________________ (Type of Loan).

4.    For Eurocurrency Loans: with an Interest Period of ____________ months.

a Borrowing of Swing Line Loans:

1.    On: _________________, 200____________ (which is a Business Day).

2.    In the amount of: ____________________.

With respect to any Borrowing or any conversion or continuation requested
herein, the undersigned Borrower hereby represents and warrants that (a) in the
case of Committed Revolving Loans, such request complies with the requirements
of Section 2.01(a) of the Credit Agreement, in the case of Swing Line Loans,
such request complies with the requirements of Section 2.01(c) of the Credit
Agreement, (b) each of the conditions set forth in Section 2.02 of the Credit
Agreement have been satisfied on and as of the date of such Borrowing or such
conversion or continuation and (c) the conditions referenced in subsections (b)
through (e) of Section 4.02 of the Credit Agreement have been satisfied on or
prior to the proposed date of the requested Extension of Credit.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

<PAGE>

                                           HEALTHCARE REALTY TRUST INCORPORATED,
                                           a Maryland corporation

                                           By:____________________________
                                           Name:
                                           Title:

<PAGE>

                                 Exhibit 2.05(a)

                              FORM OF BID REQUEST

To:   __________________________, as Competitive Bid Agent

Ladies and Gentlemen:

      Reference is made to that certain Credit Agreement (as amended, modified,
supplemented and extended from time to time, the "Credit Agreement") dated as of
January _________, 2006 among Healthcare Realty Trust Incorporated, a Maryland
corporation (the "Borrower"), the Lenders identified therein, and Bank of
America, N.A., as Administrative Agent.

The Lenders are invited to make Competitive Revolving Loans:

      1. On: ________, 200 __________(which is a Business Day).

      2. In an aggregate amount not exceeding $_________________(with any
      sublimits set forth below).

      3. Competitive Revolving Loans comprised of (select one):

[ ]   Absolute Rate Loans                  [ ] Eurodollar Margin Bid Loans

<TABLE>
<CAPTION>
 Competitive        Interest
Revolving Loan       Period         Maximum principal amount
     No.            requested              requested
--------------   ----------------   ------------------------
<S>              <C>                <C>
     1           _____days/months   $
     2           _____days/months   $
     3           _____days/months   $
</TABLE>

      The Bid Borrowing requested herein complies with the requirements of the
proviso to the first sentence of Section 2.01(d) of the Credit Agreement.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

<PAGE>

      The Borrower authorizes the Competitive Bid Agent to deliver this Bid
Request to the Lenders. Responses by the Lenders must be in substantially the
form of Exhibit 2.05(b) to the Credit Agreement and must be received by the
Competitive Bid Agent by the time specified in Section 2.05(b) of the Credit
Agreement for submitting Competitive Bids.

                                           HEALTHCARE REALTY TRUST INCORPORATED,
                                           a Maryland corporation

                                           By:________________________
                                           Name:
                                           Title:

<PAGE>

                                 Exhibit 2.05(b)

                            FORM OF COMPETITIVE BID

To: _________________________, as Competitive Bid Agent

Ladies and Gentlemen:

      Reference is made to that certain Credit Agreement (as amended, modified,
supplemented and extended from time to time, the "Credit Agreement") dated as of
January _________, 2006 among Healthcare Realty Trust Incorporated, a Maryland
corporation (the "Borrower"), the Lenders identified therein, and Bank of
America, N.A., as Administrative Agent.

      In response to the Bid Request dated ,_______, the undersigned offers to
make the following Competitive Revolving Loan(s):

      1. Borrowing date:________________________, 200________(which is a
      Business Day).

      2. In an aggregate amount not exceeding $_________________(with any
      sublimits set forth below).

      3. Comprised of:

<TABLE>
<CAPTION>
                                                       Absolute Rate Bid
                                                         or Eurodollar
Bid Loan No.   Interest Period offered   Bid Maximum      Margin Bid*
------------   -----------------------   -----------   -----------------
<S>            <C>                       <C>           <C>
   1           ______days/months         $             (-+)________%
   2           ______days/months         $             (-+)________%
   3           ______days/months         $             (-+)________%
</TABLE>

* Expressed in multiples of 1/100th of a basis point.

<PAGE>

Contact Person:_______________________ Telephone:______________________

                                             [LENDER]

                                             By:____________________________
                                             Name:
                                             Title:

******************************************************************************

THIS SECTION IS TO BE COMPLETED BY THE BORROWER IF IT WISHES
TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID:

      The offers made above are hereby accepted in the amounts set forth below:

<TABLE>
<CAPTION>
Bid Loan No.   Principal Amount Accepted
------------   -------------------------
<S>            <C>
               $
               $
               $
</TABLE>

HEALTHCARE REALTY TRUST INCORPORATED,
a Maryland corporation

By:__________________________________
Name:
Title:

<PAGE>

                                 Exhibit 2.14-1

                             FORM OF REVOLVING NOTE

                                                       _____ ______, 200_______

FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby promises to pay to
________________________or its registered assigns (the "Lender"), in accordance
with the provisions of the Credit Agreement (as hereinafter defined), the
principal amount of each Revolving Loan from time to time made by the Lender to
the Borrower when and as provided under that certain Credit Agreement (as
amended, modified, supplemented and extended from time to time, the "Credit
Agreement") dated as of January__________, 2006 among the Borrower, the Lenders
identified therein and Bank of America, N.A., as Administrative Agent.
Capitalized terms used but not otherwise defined herein have the meanings
provided in the Credit Agreement.

The Borrower promises to pay interest on the unpaid principal amount of each
Revolving Loan from the date of such Revolving Loan until such principal amount
is paid in full, at such interest rates and at such times as provided in the
Credit Agreement. All payments of principal and interest shall be made to the
Administrative Agent for the account of the Lender in Dollars in immediately
available funds at the Administrative Agent's Office. If any amount is not paid
in full when due hereunder, such unpaid amount shall bear interest, to be paid
upon demand, from the due date thereof until the date of actual payment (and
before as well as after judgment) computed at the per annum rate set forth in
the Credit Agreement.

This Note is one of the Notes referred to in the Credit Agreement, is entitled
to the benefits thereof and may be prepaid in whole or in part subject to the
terms and conditions provided therein. Upon the occurrence and continuation of
one or more of the Events of Default specified in the Credit Agreement, all
amounts then remaining unpaid on this Note shall become, or may be declared to
be, immediately due and payable all as provided in the Credit Agreement.
Revolving Loans made by the Lender may be evidenced by one or more loan accounts
or records maintained by the Lender in the ordinary course of business. The
Lender may also attach schedules to this Note and endorse thereon the date,
amount and maturity of its Revolving Loans and payments with respect thereto.

The Borrower, for itself, its successors and assigns, hereby waives diligence,
presentment, protest and demand and notice of protest, demand, dishonor and
nonpayment of this Note.

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NORTH CAROLINA.

                                           HEALTHCARE REALTY TRUST INCORPORATED,
                                           a Maryland corporation

                                           By:____________________________
                                           Name:
                                           Title:
<PAGE>

                                 Exhibit 2.14-2

                            FORM OF SWING LINE NOTE

                                                       ____ ______, 200________

FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby  promises to pay to
________________________or its registered assigns (the "Swing Line Lender"), in
accordance with the provisions of the Credit Agreement (as hereinafter defined),
the principal amount of each Swing Line Loan from time to time made by the
Lender to the Borrower when and as provided under that certain Credit Agreement
(as amended, modified, supplemented and extended from time to time, the "Credit
Agreement") dated as of January_________, 2006 among the Borrower, the Lenders
identified therein and Bank of America, N.A., as Administrative Agent.
Capitalized terms used but not otherwise defined herein have the meanings
provided in the Credit Agreement.

The Borrower promises to pay interest on the unpaid principal amount of each
Swing Line Loan from the date of such Swing Line until such principal amount is
paid in full, at such interest rates and at such times as provided in the Credit
Agreement. All payments of principal and interest shall be made to the Swing
Line Lender in Dollars in immediately available funds. If any amount is not paid
in full when due hereunder, such unpaid amount shall bear interest, to be paid
upon demand, from the due date thereof until the date of actual payment (and
before as well as after judgment) computed at the per annum rate set forth in
the Credit Agreement.

This Note is one of the Notes referred to in the Credit Agreement, is entitled
to the benefits thereof and may be prepaid in whole or in part subject to the
terms and conditions provided therein. Upon the occurrence and continuation of
one or more of the Events of Default specified in the Credit Agreement, all
amounts then remaining unpaid on this Note shall become, or may be declared to
be, immediately due and payable all as provided in the Credit Agreement. Swing
Line Loans made by the Lender may be evidenced by one or more loan accounts or
records maintained by the Lender in the ordinary course of business. The Lender
may also attach schedules to this Note and endorse thereon the date, amount and
maturity of its Swing Line Loans and payments with respect thereto.

The Borrower, for itself, its successors and assigns, hereby waives diligence,
presentment, protest and demand and notice of protest, demand, dishonor and
nonpayment of this Note.

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NORTH CAROLINA.

                                           HEALTHCARE REALTY TRUST INCORPORATED,
                                           a Maryland corporation

                                           By:_________________________
                                           Name:
                                           Title:

<PAGE>

                                  Exhibit 6.01

                         FORM OF COMPLIANCE CERTIFICATE

Financial Statement Date:__________, 200__

To:   Bank of America, N.A., as Administrative Agent

Re:   Credit Agreement (as amended, modified, supplemented and extended from
      time to time, the "Credit Agreement") dated as of January _______, 2006
      among Healthcare Realty Trust Incorporated, a Maryland corporation (the
      "Borrower"), the Lenders identified therein, and Bank of America, N.A., as
      Administrative Agent. Capitalized terms used but not otherwise defined
      herein have the meanings provided in the Credit Agreement.

Ladies and Gentlemen:

The undersigned Responsible Officer hereby certifies as of the date hereof that
[he/she] is the __________________of the Borrower, and that, in [his/her]
capacity as such, [he/she] is authorized to execute and deliver this Certificate
to the Administrative Agent on the behalf of the Borrower, and that:

[Use following paragraph 1 for fiscal year-end financial statements:]

      [1. [Attached hereto as Schedule 1 are the] [The] year-end audited
financial statements required by Section 6.01(a) of the Credit Agreement for the
fiscal year of the Borrower ended as of the above date, together with the report
and opinion of an independent certified public accountant required by such
section [have been electronically delivered to the Administrative Agent pursuant
to the conditions set forth in Section 7.02 of the Credit Agreement].]

[Use following paragraph 1 for fiscal quarter-end financial statements:]

      [1. [Attached hereto as Schedule 1 are the] [The] unaudited financial
statements required by Section 6.01(b) of the Credit Agreement for the fiscal
quarter of the Borrower ended as of the above date [have been electronically
delivered to the Administrative Agent pursuant to the conditions set forth in
Section 7.02 of the Credit Agreement]. Such financial statements fairly present
the financial condition, results of operations and cash flows of the
Consolidated Group in accordance with GAAP as at such date and for such period,
subject only to normal year-end audit adjustments and the absence of footnotes.]

      2. The undersigned has reviewed and is familiar with the terms of the
Credit Agreement and has made, or has caused to be made, a detailed review of
the transactions and condition (financial or otherwise) of each member of the
Consolidated Group during the accounting period covered by the attached
financial statements.

      3. A review of the activities of each member of the Consolidated Group
during such fiscal period has been made under the supervision of the undersigned
with a view to determining whether during such fiscal period the Credit Parties
have performed and observed all their respective Obligations under the Credit
Documents, and

[select one:]

[to the best knowledge of the undersigned during such fiscal period, each of the
Credit Parties has performed and observed each covenant and condition of the
Credit Documents applicable to it.]

<PAGE>

[or:]

[the following covenants or conditions have not been performed or observed and
the following is a list of each such Default and its nature and status:]

      4. The representations and warranties of the Credit Parties contained in
the Credit Agreement, any other Credit Document or any other certificate or
document furnished at any time under or in connection with the Credit Documents,
are true and correct on and as of the date hereof, except to the extent that
such representations and warranties specifically refer to an earlier date, in
which case they are true and correct as of such earlier date.

      5. The financial covenant analyses and information set forth on Schedule 2
hereto are true and accurate on and as of the date of this Certificate.

      6. The Borrower's Debt Ratings are as follows:

      IN WITNESS WHEREOF, the undersigned has executed this Certificate as
of___________, 200 ________.

                                           HEALTHCARE REALTY TRUST INCORPORATED,
                                           a Maryland corporation

                                           By:_________________________
                                           Name:
                                           Title:

<PAGE>

                                   [Schedule 1

                     [YEAR-END AUDITED FINANCIAL STATEMENTS]
                   [UNAUDITED QUARTERLY FINANCIAL STATEMENTS]]

<PAGE>

                                 Schedule [1][2]

                  FINANCIAL COVENANT ANALYSES AND INFORMATION

<PAGE>

                                  Exhibit 6.20

                                FORM OF GUARANTY

      THIS GUARANTY AGREEMENT, dated as of__________ ___________, 200______
(this "Guaranty") is given by

      Each of the Persons identified as a "Guarantor" on the signature pages
hereto and from time to time joined as a Guarantor hereunder (the "Guarantors");
in favor of

      BANK OF AMERICA, N.A., in its capacity as administrative agent (in such
capacity, the "Administrative Agent") for the Lenders under the Credit Agreement
dated as of January ______, 2006 (as amended, modified, supplemented and
extended from time to time, the "Credit Agreement") among Healthcare Realty
Trust Incorporated, a Maryland corporation (the "Borrower"), the Lenders
identified therein and the Administrative Agent. Capitalized terms used but not
otherwise defined herein shall have the meanings provided in the Credit
Agreement.

                                    RECITALS:

      WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed,
subject to certain terms and conditions, to make available Loans and Letters of
Credit to the Borrower;

      WHEREAS, each of the Guarantors is a direct or indirect wholly-owned
subsidiary or Specified Affiliate of the Borrower; and

      WHEREAS, in connection with the Credit Agreement, the Lenders have
required, among other things, each of the Guarantors to guarantee all of the
Borrower's obligations arising under the Credit Agreement and the other Credit
Documents referred to therein;

      NOW, THEREFORE, for and in consideration of the execution and delivery by
the Lenders of the Credit Agreement, and other good and valuable consideration,
receipt whereof is hereby acknowledged, each Guarantor hereby agrees as follows:

      1. Guarantee of Payment. The Guarantors hereby irrevocably and
unconditionally guarantee, jointly and severally, to the Administrative Agent
and the Lenders the prompt payment, when due, by acceleration or otherwise, of
the Indebtedness. For the purposes hereof, "Indebtedness" shall mean, without
duplication, (i) all obligations of the Borrower (including interest accruing
after an event of bankruptcy or insolvency, regardless of whether such interest
is allowed as a claim under the Bankruptcy Code) to the Lenders and the
Administrative Agent, whenever arising, under the Credit Agreement, the Notes or
the other Credit Documents, (ii) all liabilities and obligations, whenever
arising, owing from the Borrower or any Obligor to any Lender, or any affiliate
of a Lender, arising under any interest rate protection or currency exchange
agreement relating to the Obligations under the Credit Agreement or entered into
in the ordinary course of business and not for speculative purposes, and (iii)
any agreement between any Credit Party and any Lender of Affiliate of a Lender
governing the provision of treasury or cash management services, including
deposit accounts, funds transfer, automated clearinghouse, zero balance
accounts, returned check concentration, controlled disbursement, lockbox,
account reconciliation and reporting and trade finance services, in each case
whether such Indebtedness is now existing or hereafter arising, due or to become
due, direct or indirect, absolute or contingent, and howsoever evidenced, held
or acquired, as such Indebtedness may be modified, extended, renewed or replaced
from time to time. The guaranty of the Guarantors as set forth in this section
is a guaranty of payment and not of collection.

<PAGE>

      Notwithstanding any provision to the contrary contained herein or in any
other of the Credit Documents, the obligations of each Guarantor hereunder shall
be limited to an aggregate amount equal to the largest amount that would not
render its obligations hereunder subject to avoidance under Section 548 of the
United States Bankruptcy Code or any comparable provisions of any applicable
state law.

      2. Release of Collateral, Parties Liable, etc. Each of the Guarantors
agrees that the whole or any part of the security now or hereafter held for the
Indebtedness may be exchanged, compromised, released or surrendered from time to
time; that neither the Administrative Agent nor the Lenders shall have any
obligation to protect, perfect, secure or insure any Liens now or hereafter held
for the Indebtedness or the properties subject thereto; that the time or place
of payment of the Indebtedness may be changed or extended, in whole or in part,
to a time certain or otherwise, and may be renewed or accelerated, in whole or
in part; that the Borrower may be granted indulgences generally; that any
provisions of the Credit Documents or any other documents executed in connection
with this transaction, may be modified, amended or waived; that any party liable
for the payment of the Indebtedness may be granted indulgences or released; and
that any deposit balance for the credit of the Borrower or any other party
liable for the payment of the Indebtedness or liable upon any security therefor
may be released, in whole or in part, at, before and/or after the stated,
extended or accelerated maturity of the Indebtedness, all without notice to or
further assent by the Guarantors, who shall remain bound thereon,
notwithstanding any such exchange, compromise, surrender, extension, renewal,
acceleration, modification, indulgence or release.

      3. Waiver of Rights. Each of the Guarantors expressly waives: (a) notice
of acceptance of this Guaranty by the Administrative Agent and the Lenders and
of all extensions of credit to the Borrower by the Administrative Agent or any
Lender; (b) presentment and demand for payment of any of the Indebtedness; (c)
protest and notice of dishonor or of default to such Guarantor or to any other
party with respect to the Indebtedness or with respect to any security therefor;
(d) notice of the Administrative Agent or any Lender obtaining, amending,
substituting for, releasing, waiving or modifying the Indebtedness, any security
interest, Liens, or the encumbrances now or hereafter securing the Indebtedness,
or the Administrative Agent's or any Lender's subordinating, compromising,
discharging or releasing such security interests, Liens or encumbrances; (e) all
other notices to which such Guarantor might otherwise be entitled; (f) demand
for payment under this Guaranty; and (g) any right to assert against the
Administrative Agent or any Lender, as a defense, counterclaim, set-off, or
cross-claim any defense (legal or equitable), set-off, counterclaim or claim
which such Guarantor may now or hereafter have against the Administrative Agent
or any Lender or the Borrower, but such waiver shall not prevent such Guarantor
from asserting against the Administrative Agent or any Lender in a separate
action, any claim, action, cause of action, or demand that such Guarantor might
have, whether or not arising out of this Guaranty.

      4. Primary Liability of Guarantors. Each of the Guarantors agrees that
this Guaranty may be enforced by the Administrative Agent and the Lenders
without the necessity at any time of resorting to or exhausting any other
security or collateral and without the necessity at any time of having recourse
to the Notes or any collateral now or hereafter securing the Indebtedness or
otherwise, and each of the Guarantors hereby waives the right to require the
Administrative Agent and the Lenders to proceed against the Borrower or any
other person (including a co-guarantor) or to require the Administrative Agent
and the Lenders to pursue any other remedy or enforce any other right. Without
limiting the generality of the foregoing, each of the Guarantors hereby
specifically waives, to the extent permitted by applicable law, the benefits of
North Carolina General Statutes Sections 26-7 through 26-9, inclusive. In
addition, each of the Guarantors hereby waives and renounces any and all rights
it has or may have for subrogation, indemnity, reimbursement or contribution
against the Borrower for amounts paid under this Guaranty. This waiver is
expressly intended to prevent the existence of any claim in respect of such
subrogation, indemnity, reimbursement or contribution by a Guarantor against the
estate of the Borrower within the meaning of Section 101 of the United States
Bankruptcy Code, and to prevent such Guarantor from being deemed a "creditor" of
the Borrower in respect of such subrogation, indemnity, reimbursement or
contribution within the meaning of Section 547(b) of the United States
Bankruptcy

<PAGE>

Code in the event of a subsequent case involving the Borrower. Each of the
Guarantors further agrees that nothing contained herein shall prevent the
Administrative Agent or the Lenders from suing on the Notes or foreclosing its
security interest in or Lien on any collateral now or hereafter securing the
Indebtedness or from exercising any other rights available to the Administrative
Agent or the Lenders under the Notes, or any other instrument of security if
neither the Borrower nor the Guarantors timely perform the obligations of the
Borrower thereunder, and the exercise of any of the aforesaid rights and the
completion of any foreclosure proceedings shall not constitute a discharge of
any Guarantor's obligations hereunder; it being the purpose and intent of each
of the Guarantors that such Guarantor's obligations hereunder shall be absolute,
independent and unconditional under any and all circumstances. Neither the
Guarantors' obligations under this Guaranty nor any remedy for the enforcement
thereof shall be impaired, modified, changed or released in any manner
whatsoever by an impairment, modification, change, release or limitation of the
liability of the Borrower, by reason of the Borrower's bankruptcy or insolvency
or by reason of the invalidity or unenforceability of all or any portion of the
Indebtedness. Each of the Guarantors acknowledges that the term "Indebtedness"
as used herein includes any payments made by the Borrower to the Administrative
Agent or any Lender and subsequently recovered by the Borrower or a trustee for
the Borrower pursuant to the Borrower's bankruptcy or insolvency and that the
guaranty of each of the Guarantors hereunder shall be reinstated to the extent
of such recovery.

      5. Attorneys' Fees and Costs of Collection. If at any time or times after
the occurrence of an Event of Default the Administrative Agent or the Lenders
employ counsel to pursue collection, to intervene, to sue for enforcement of the
terms hereof or of the Notes, or to file a petition, complaint, answer, motion
or other pleading in any suit or proceeding relating to this Guaranty or the
Notes, then in such event, all of the reasonable attorneys' fees relating
thereto shall be an additional liability of the Guarantors to the Administrative
Agent and the Lenders hereunder, payable on demand.

      6. Security Interests and Setoff. As security for such Guarantor's
obligations hereunder, each Guarantor agrees that in the event such Guarantor
fails to pay its obligations hereunder when due and payable under this Guaranty,
(a) any of such Guarantor's assets of any kind, nature or description
(including, without limitation, deposit accounts) in the possession, control or
custody of the Administrative Agent or any Lender may, without prior notice (but
promptly confirmed in writing by the Administrative Agent or such Lender, as
applicable, to such Guarantor, provided that failure to provide such written
confirmation will not affect the liabilities of such Guarantor hereunder) to
such Guarantor, be reduced to cash or the like and applied by the Administrative
Agent or such Lender in reduction or payment of such Guarantor's obligations
hereunder; and (b) the Administrative Agent and each Lender shall have the
right, immediately and without further action by them, to set off pro tanto
against the Indebtedness all money owed by the Administrative Agent or such
Lender in any capacity to such Guarantor, whether or not due, and the
Administrative Agent or such Lender shall be deemed to have made a charge
against any such money immediately upon the occurrence of such obligation
becoming due even though such charge is made or entered on the books of the
Administrative Agent or such Lender subsequent thereto.

      7. Term of Guarantee; Warranties. This Guaranty shall continue in full
force and effect until the Indebtedness is fully and indefeasibly paid,
performed and discharged and all Commitments under the Credit Agreement shall
have been terminated. This Guaranty covers the Indebtedness whether presently
outstanding or arising subsequent to the date hereof including all amounts
advanced by the Administrative Agent or any Lender in stages or installments.
Each Guarantor warrants and represents to the Administrative Agent (i) that such
Guarantor is a corporation duly incorporated, validly existing and in good
standing under the laws of its jurisdiction of incorporation, (ii) that such
Guarantor has all corporate powers and all material governmental licenses,
authorizations, consents and approvals required to carry on its business as now
conducted, (iii) that the execution and delivery by such Guarantor of this
Guaranty and the other Credit Documents to which it is a party and the
performance by such Guarantor of its obligations hereunder and thereunder are
within the corporate power of such Guarantor, have been duly authorized by all
necessary corporate action, require no action by or in respect of, or filing
with, any

<PAGE>

governmental body, agency or official (except for any such action or filing that
has been taken and is in full force and effect) and do not contravene, or
constitute a default under, any provision of applicable law or regulation or of
the certificate of incorporation or bylaws (or other constitutional documents)
of such Guarantor or of any material agreement, judgment, injunction, order,
decree, or other material instrument binding upon such Guarantor or result in
the creation or imposition (other than pursuant to the Credit Documents) of any
Lien on any asset of such Guarantor and (iv) that this Guaranty and the other
Credit Documents to which such Guarantor is a party constitute valid and binding
agreements of such Guarantor and, when executed and delivered will constitute
valid and binding obligations of such Guarantor enforceable in accordance with
their terms.

      8. Further Representations and Warranties. Each Guarantor agrees that the
Administrative Agent and the Lenders will have no obligation to investigate the
financial condition or affairs of the Borrower for the benefit of such Guarantor
nor to advise such Guarantor of any fact respecting, or any change in, the
financial condition or affairs of the Borrower which might come to the knowledge
of the Administrative Agent or any Lender at any time, whether or not the
Administrative Agent or any Lender knows or believes or has reason to know or
believe that any such fact or change is unknown to such Guarantor or might (or
does) materially increase the risk of such Guarantor as guarantor or might (or
would) affect the willingness of such Guarantor to continue as guarantor with
respect to the Indebtedness.

      9. Additional Liability of Guarantors. If any Guarantor is or becomes
liable for any indebtedness owing by the Borrower to the Administrative Agent or
any Lender by endorsement or otherwise other than under this Guaranty, such
liability shall not be in any manner impaired or reduced hereby but shall have
all and the same force and effect it would have had if this Guaranty had not
existed and such Guarantor's liability hereunder shall not be in any manner
impaired or reduced thereby.

      10. Cumulative Rights. All rights of the Administrative Agent and the
Lenders hereunder or otherwise arising under any documents executed in
connection with or as security for the Indebtedness are separate and cumulative
and may be pursued separately, successively or concurrently, or not pursued,
without affecting or limiting any other right of the Administrative Agent or any
Lender and without affecting or impairing the liability of the Guarantors.

      11. Usury. Notwithstanding any other provisions herein contained, no
provision of this Guaranty shall require or permit the collection from any
Guarantor of interest in excess of the maximum rate or amount that such
Guarantor may be required or permitted to pay pursuant to any applicable law. In
the event any such interest is collected, it shall be applied in reduction of
the Guarantor's obligations hereunder, and the remainder of such excess
collected shall be returned to the Guarantors once such obligations have been
fully satisfied.

      12. The Administrative Agent. In acting under or by virtue of this
Guaranty, the Administrative Agent shall be entitled to all the rights,
authority, privileges and immunities provided in Article VIII of the Credit
Agreement, all of which provisions are incorporated by reference herein with the
same force and effect as if set forth herein. Each of the Guarantors hereby
releases the Administrative Agent from any liability for any act or omission
relating to this Guaranty, except such as may result from the Administrative
Agent's gross negligence or willful misconduct.

      13. Successors and Assigns. This Guaranty shall be binding on and
enforceable against each Guarantor and its successors and assigns. This Guaranty
is intended for and shall inure to the benefit of the Administrative Agent and
each Lender and each and every person who shall from time to time be or become
the owner or holder of any of the Indebtedness, and each and every reference
herein to "Administrative Agent" or "Lender" shall include and refer to each and
every successor or assignee of the Administrative Agent or any Lender at any
time holding or owning any part of or interest in any part of the Indebtedness.
This Guaranty shall be transferable and negotiable with the same force and
effect, and to the same extent, that the Indebtedness is transferable and
negotiable, it being understood and stipulated

<PAGE>

that upon assignment or transfer by the Administrative Agent or any Lender of
any of the Indebtedness the legal holder or owner of the Indebtedness (or a part
thereof or interest therein thus transferred or assigned by the Administrative
Agent or any Lender) shall (except as otherwise stipulated by the Administrative
Agent or any such Lender in its assignment) have and may exercise all of the
rights granted to the Administrative Agent or such Lender under this Guaranty to
the extent of that part of or interest in the Indebtedness thus assigned or
transferred to said person. Each Guarantor expressly waives notice of transfer
or assignment of the Indebtedness, or any part thereof, or of the rights of the
Administrative Agent or any Lender hereunder. Failure to give notice will not
affect the liabilities of the Guarantors hereunder.

      14. Application of Payments. The Administrative Agent and each Lender
shall apply any payments received pursuant to this Guaranty as set forth in
Section 7.02 of the Credit Agreement.

      15. Modifications. This Guaranty and the provisions hereof may be changed,
discharged or terminated only by an instrument in writing signed by each of the
Guarantors affected thereby and the Administrative Agent.

      16. Discharge and Release. In the event that (i) any Guarantor is sold as
contemplated by Section 6.08(b) of the Credit Agreement, (ii) this Guaranty or
any portion hereof is released as contemplated by Section 9.01(a)(vi) of the
Credit Agreement or (iii) the indebtedness shall have been paid in full and the
obligations of the Lenders to extend credit to the Borrower under the Credit
Agreement shall have terminated, the Administrative Agent, on behalf of the
Lenders, shall discharge and release the relevant Guarantor(s) from all of its
obligations under this Guaranty. Upon any such release and discharge, the
Administrative Agent, on behalf of the Lenders, will execute and deliver to the
relevant Guarantor(s) such documents as such Guarantor(s) shall reasonably
request to evidence such discharge and release.

      17. Notices. All communications provided for herein shall be made as set
forth in Section 9.02 of the Credit Agreement.

      18. Severability. If any provision of this Guaranty is held to be illegal,
invalid or unenforceable, (a) the legality, validity and enforceability of the
remaining provisions of this Guaranty shall not be affected or impaired thereby
and (b) the parties shall endeavor in good faith negotiations to replace the
illegal, invalid or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the illegal, invalid or
unenforceable provisions. The invalidity of a provision in a particular
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

      19. Applicable Law; Consent to Jurisdiction and Venue; Waiver of Jury
Trial.

      (a) THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF NORTH CAROLINA APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE ADMINISTRATIVE AGENT AND
EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

      (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY MAY BE
BROUGHT IN THE COURTS OF THE STATE OF NORTH CAROLINA SITTING IN CHARLOTTE OR OF
THE UNITED STATES FOR THE WESTERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND
DELIVERY OF THIS GUARANTY, EACH OF THE GUARANTORS CONSENTS, FOR ITSELF AND IN
RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH
OF THE GUARANTORS IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO
THE LAYING OF VENUE OR BASED ON

<PAGE>

THE GROUNDS OF FORUM NON CONVENIENS, THAT IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS
GUARANTY OR ANY DOCUMENT RELATED THERETO. EACH OF THE GUARANTORS WAIVES PERSONAL
SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS THAT MAY BE MADE BY ANY OTHER
MEANS PERMITTED BY THE LAW OF SUCH STATE.

      (c) EACH GUARANTOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF
ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS GUARANTY OR IN
ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES
HERETO OR ANY OF THEM WITH RESPECT HERETO, OR THE TRANSACTIONS RELATED HERETO,
IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN
CONTRACT OR TORT OR OTHERWISE; AND EACH GUARANTOR HEREBY AGREES AND CONSENTS
THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT
TRIAL WITHOUT A JURY, AND THAT THE ADMINISTRATIVE AGENT MAY FILE AN ORIGINAL
COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE
CONSENT OF EACH GUARANTOR'S WAIVER OF ITS RIGHT TO TRIAL BY JURY.

      20. Headings. The headings in this instrument are for convenience of
reference only and shall not limit or otherwise affect the meaning of any
provisions hereof.

      21. Counterparts. This Guaranty may be executed in any number of
counterparts and by different parties hereto on separate counterparts, each
constituting an original, but all together one and the same instrument.

      22. Rights of the Required Lenders. All rights of the Administrative Agent
hereunder, if not exercised by the Administrative Agent, may be exercised by the
Required Lenders.

      23. Entire Agreement. THIS GUARANTY AND THE OTHER CREDIT DOCUMENTS
REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

<PAGE>

      IN WITNESS WHEREOF, each of the Guarantors has caused this Guaranty to be
duly executed as of the date first above written.

                                        [GUARANTOR],
                                        a__________ _____________, as Guarantor

                                        By:_______________________________
                                        Name:
                                        Title:

<PAGE>

                                  Exhibit 9.07

                       FORM OF ASSIGNMENT AND ASSUMPTION

      This Assignment and Assumption (this "Assignment and Assumption") is dated
as of the Effective Date set forth below and is entered into by and between
[Insert name of Assignor] (the "Assignor") and [Insert name of Assignee] (the
"Assignee"). Capitalized terms used but not defined herein shall have the
meanings given to them in the Credit Agreement identified below (the "Credit
Agreement"), receipt of a copy of which is hereby acknowledged by the Assignee.
The Standard Terms and Conditions set forth in Annex 1 attached hereto are
hereby agreed to and incorporated herein by reference and made a part of this
Assignment and Assumption as if set forth herein in full.

      For an agreed consideration, the Assignor hereby irrevocably sells and
assigns to the Assignee, and the Assignee hereby irrevocably purchases and
assumes from the Assignor, subject to and in accordance with the Standard Terms
and Conditions and the Credit Agreement, as of the Effective Date inserted by
the Administrative Agent as contemplated below (i) all of the Assignor's rights
and obligations as a Lender under the Credit Agreement and any other documents
or instruments delivered pursuant thereto to the extent related to the amount
and percentage interest identified below of all of such outstanding rights and
obligations of the Assignor under the respective facilities identified below
(including, without limitation, the Letters of Credit and the Swing Line Loans
included in such facilities) and (ii) to the extent permitted to be assigned
under applicable law, all claims, suits, causes of action and any other right of
the Assignor (in its capacity as a Lender) against any Person, whether known or
unknown, arising under or in connection with the Credit Agreement, any other
documents or instruments delivered pursuant thereto or the loan transactions
governed thereby or in any way based on or related to any of the foregoing,
including, but not limited to, contract claims, tort claims, malpractice claims,
statutory claims and all other claims at law or in equity related to the rights
and obligations sold and assigned pursuant to clause (i) above (the rights and
obligations sold and assigned pursuant to clauses (i) and (ii) above being
referred to herein collectively as, the "Assigned Interest"). Such sale and
assignment is without recourse to the Assignor and, except as expressly provided
in this Assignment and Assumption, without representation or warranty by the
Assignor.

1.      Assignor:   ____________________________

2.      Assignee:   ____________________________[and is an Affiliate/Approved
        Fund of [identify Lender]]

3.      Borrower(s):____________________________

4.      Administrative Agent: Bank of America, N.A., as Administrative Agent
        under the Credit Agreement

5.      Credit Agreement: Credit Agreement (as amended, modified, supplemented
        and extended from time to time, the "Credit Agreement") dated as of
        January ______, 2006 among Healthcare Realty Trust Incorporated, a
        Maryland corporation (the "Borrower"), the Lenders identified therein,
        and Bank of America, N.A., as Administrative Agent.

<PAGE>

6. Assigned Interest:

<TABLE>
<CAPTION>
                        Aggregate
                        Amount of          Amount of          Percentage
                    Commitment/Loans   Commitment/Loans      Assigned of
Facility Assigned    for all Lenders        Assigned      Commitment/Loans   CUSIP Number
-----------------   ----------------   ----------------   ----------------   ------------
<S>                 <C>                <C>                <C>                <C>
Committed
Revolving Loans     $_______________   $_______________   _____________%
</TABLE>

[7. Trade Date: ______________________](1)

Effective Date: _______, 20_______ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND
WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]

     The terms set forth in this Assignment and Assumption are hereby agreed
to:

                                             ASSIGNOR:

                                             [NAME OF ASSIGNOR]

                                             By:________________________
                                             Name:
                                             Title:

                                             ASSIGNEE:

                                             [NAME OF ASSIGNEE]

                                             By:________________________
                                             Name:
                                             Title:

----------
    (1) To be completed if the Assignor and the Assignee intend that the minimum
assignment amount is to be determined as of the Trade Date.

<PAGE>

[Consented to and](2) Accepted:

BANK OF AMERICA, N.A.,
as Administrative Agent

By:___________________________________
Name:
Title:

[Consented to:](3)

HEALTHCARE REALTY TRUST INCORPORATED,
a Maryland corporation

By:__________________________________
Name:
Title:

----------
    (2) To be added only if the consent of the Administrative Agent is required
by the terms of the Credit Agreement.

    (3) To be added only if the consent of the Company and/or other parties
(e.g. Swing Line Lender, L/C Issuer) is required by the terms of the Credit
Agreement.

<PAGE>

                      ANNEX 1 TO ASSIGNMENT AND ASSUMPTION

                        STANDARD TERMS AND CONDITIONS FOR

                           ASSIGNMENT AND ASSUMPTION

      1. Representations and Warranties.

      1.1. Assignor. The Assignor (a) represents and warrants that (i) it is the
legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest
is free and clear of any lien, encumbrance or other adverse claim and (iii) it
has full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Assumption and to consummate the transactions
contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the
Credit Agreement or any other Credit Document, (ii) the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Credit
Documents or any collateral thereunder, (iii) the financial condition of the
Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in
respect of any Credit Document or (iv) the performance or observance by the
Borrower, any of its Subsidiaries or Affiliates or any other Person of any of
their respective obligations under any Credit Document.

      1.2. Assignee. The Assignee (a) represents and warrants that (i) it has
full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Assumption and to consummate the transactions
contemplated hereby and to become a Lender under the Credit Agreement, (ii) it
meets all requirements of an Eligible Assignee under the Credit Agreement
(subject to receipt of such consents as may be required under the Credit
Agreement), (iii) from and after the Effective Date, it shall be bound by the
provisions of the Credit Agreement as a Lender thereunder and, to the extent of
the Assigned Interest, shall have the obligations of a Lender thereunder, (iv)
it has received a copy of the Credit Agreement, together with copies of the most
recent financial statements delivered pursuant to Section 6.01 thereof, as
applicable, and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Assignment and Assumption and to purchase the Assigned Interest on the basis of
which it has made such analysis and decision independently and without reliance
on either Administrative Agent or any other Lender, and (v) if it is a Foreign
Lender, attached hereto is any documentation required to be delivered by it
pursuant to the terms of the Credit Agreement, duly completed and executed by
the Assignee; and (b) agrees that (i) it will, independently and without
reliance on either Administrative Agent, the Assignor or any other Lender, and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Credit Documents, and (ii) it will perform in accordance with their
terms all of the obligations which by the terms of the Credit Documents are
required to be performed by it as a Lender.

      2. Payments. From and after the Effective Date, the Administrative Agent
shall make all payments in respect of the Assigned Interest (including payments
of principal, interest, fees and other amounts) to the Assignor for amounts
which have accrued to but excluding the Effective Date and to the Assignee for
amounts which have accrued from and after the Effective Date.

      3. General Provisions. This Assignment and Assumption shall be binding
upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns. This Assignment and Assumption may be executed in any
number of counterparts, which together shall constitute one instrument. Delivery
of an executed counterpart of a signature page of this Assignment and Assumption
by telecopy shall be effective as delivery of a manually executed counterpart of
this Assignment and

<PAGE>

Assumption. This Assignment and Assumption shall be governed by, and construed
in accordance with, the law of the State of North Carolina.