<PAGE>

                                                                    Exhibit 10.6

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

                                      THIRD
                              AMENDED AND RESTATED
                                CREDIT AGREEMENT

                                   dated as of
                                  May 27, 2004

                                      among

                              W.P. CAREY & CO. LLC,
                          (F/K/A CAREY DIVERSIFIED LLC)
                         CORPORATE PROPERTY ASSOCIATES,
              CORPORATE PROPERTY ASSOCIATES 4, A CALIFORNIA LIMITED
                                  PARTNERSHIP,
              CORPORATE PROPERTY ASSOCIATES 6- A CALIFORNIA LIMITED
                                  PARTNERSHIP,
            CORPORATE PROPERTY ASSOCIATES 9, L.P., A DELAWARE LIMITED
                                  PARTNERSHIP,
                          CAREY ASSET MANAGEMENT CORP.,
                                    CALL LLC,
                       CAREY TECHNOLOGY PROPERTIES II LLC,
                                  CD UP LP, and
                           BROOMFIELD PROPERTIES CORP.

                            The Lenders Party Hereto,

                              JPMORGAN CHASE BANK,
                    as Issuing Bank and Administrative Agent,

                         PNC BANK, NATIONAL ASSOCIATION,
                            THE BANK OF NEW YORK, and
                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                             as Syndication Agents,

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

                                       and

                          J.P. MORGAN SECURITIES INC.,
                      as Lead Arranger and Sole Book Runner

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                 Page
                                                                                 ----
<S>                                                                              <C>
ARTICLE I.    Definitions.....................................................     2
   SECTION 1.1.  Defined Terms................................................     2
   SECTION 1.2.  Classification of Loans and Borrowings.......................    31
   SECTION 1.3.  Terms Generally..............................................    31
   SECTION 1.4.  Accounting Terms; GAAP.......................................    31

ARTICLE II.   The Credits.....................................................    32
   SECTION 2.1.  Commitments..................................................    32
   SECTION 2.2.  Loans and Borrowings.........................................    32
   SECTION 2.3.  Requests for Revolving Borrowings............................    33
   SECTION 2.4.  Competitive Bid Procedure....................................    34
   SECTION 2.5.  Extension of Maturity Date...................................    36
   SECTION 2.6.  Letters of Credit............................................    36
   SECTION 2.7.  Funding of Borrowings........................................    41
   SECTION 2.8.  Interest Elections...........................................    42
   SECTION 2.9.  Termination and Reduction of Commitments.....................    43
   SECTION 2.10. Repayment of Loans; Evidence of Debt.........................    44
   SECTION 2.11. Prepayment of Loans..........................................    44
   SECTION 2.12. Fees.........................................................    45
   SECTION 2.13. Interest.....................................................    47
   SECTION 2.14. Alternate Rate of Interest...................................    47
   SECTION 2.15. Increased Costs..............................................    48
   SECTION 2.16. Break Funding Payments.......................................    49
   SECTION 2.17. Taxes........................................................    50
   SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of
                 Set-offs.....................................................    51
   SECTION 2.19. Mitigation Obligations; Replacement of Lenders...............    53
   SECTION 2.20. Increase in Commitment.......................................    53

ARTICLE III.  Representations and Warranties..................................    55
   SECTION 3.1.  Organization; Powers.........................................    55
   SECTION 3.2.  Authorization; Enforceability................................    55
   SECTION 3.3.  Governmental Approvals; No Conflicts.........................    56
   SECTION 3.4.  Financial Condition; No Material Adverse Change..............    56
   SECTION 3.5.  Properties...................................................    57
   SECTION 3.6.  Litigation and Environmental Matters.........................    57
   SECTION 3.7.  Compliance with Laws and Agreements..........................    57
   SECTION 3.8.  Investment and Holding Company Status........................    57
   SECTION 3.9.  Taxes........................................................    57
   SECTION 3.10. ERISA........................................................    58
   SECTION 3.11. Disclosure...................................................    58
   SECTION 3.12. Insurance....................................................    58
   SECTION 3.13. Leases.......................................................    58
   SECTION 3.14. SEC Reports..................................................    58
   SECTION 3.15. Representations and Warranties in Loan Documents.............    59
   SECTION 3.16. Organizational Documents.....................................    59
</TABLE>


                                      -i-

<PAGE>

<TABLE>
<S>                                                                              <C>
ARTICLE IV.   Conditions......................................................    59
   SECTION 4.1.  Closing Date.................................................    59
   SECTION 4.2.  Each Credit Event............................................    61

ARTICLE V.    Affirmative Covenants...........................................    62
   SECTION 5.1.  Financial Statements and Other Information...................    62
   SECTION 5.2.  Notices of Material Events...................................    65
   SECTION 5.3.  Existence; Conduct of Business...............................    66
   SECTION 5.4.  Payment of Obligations.......................................    66
   SECTION 5.5.  Maintenance of Properties; Insurance.........................    66
   SECTION 5.6.  Books and Records; Inspection Rights.........................    67
   SECTION 5.7.  Compliance with Laws.........................................    67
   SECTION 5.8.  Use of Proceeds and Letters of Credit........................    67
   SECTION 5.9.  Company Status...............................................    68
   SECTION 5.10. Additional Borrowers; Solvency of Borrowers..................    68
   SECTION 5.11. Further Assurances...........................................    68
   SECTION 5.12. Distributions in the Ordinary Course.........................    68
   SECTION 5.13. ERISA Compliance.............................................    69

ARTICLE VI.   Negative Covenants..............................................    69
   SECTION 6.1.  Indebtedness and Other Financial Covenants...................    69
   SECTION 6.2.  Liens........................................................    71
   SECTION 6.3.  Fundamental Changes..........................................    71
   SECTION 6.4.  Investments, Loans, Advances, Guarantees and Acquisitions....    71
   SECTION 6.5.  Hedging Agreements...........................................    73
   SECTION 6.6.  ERISA........................................................    73
   SECTION 6.7.  Margin Regulations; Securities Laws..........................    74
   SECTION 6.8.  Transactions with Affiliates.................................    74

ARTICLE VII.  Events of Default...............................................    74
   SECTION 7.1.  .............................................................    74

ARTICLE VIII. The Agents......................................................    77
   SECTION 8.1.  .............................................................    77

ARTICLE IX.   Miscellaneous...................................................    80
   SECTION 9.1.  Notices......................................................    80
   SECTION 9.2.  Waivers; Amendments..........................................    80
   SECTION 9.3.  Expenses; Indemnity; Damage Waiver...........................    82
   SECTION 9.4.  Successors and Assigns.......................................    83
   SECTION 9.5.  Survival.....................................................    86
   SECTION 9.6.  Counterparts; Integration; Effectiveness.....................    86
   SECTION 9.7.  Severability.................................................    87
   SECTION 9.8.  Right of Setoff..............................................    87
   SECTION 9.9.  Governing Law; Jurisdiction; Consent to Service of Process...    87
   SECTION 9.10. WAIVER OF JURY TRIAL.........................................    88
   SECTION 9.11. Headings.....................................................    88
   SECTION 9.12. Confidentiality..............................................    88
   SECTION 9.13. Interest Rate Limitation.....................................    89
   SECTION 9.14. Amendment and Restatement....................................    89
   Section 9.15. No Bankruptcy Proceedings....................................    90
   Section 9.16. USA Patriot Act..............................................    90
</TABLE>


                                      -ii-

<PAGE>

<TABLE>
<S>                                                                              <C>
ARTICLE X.    Multiple Borrowers..............................................    91

ARTICLE XI.   REIT Conversion.................................................    91
</TABLE>


                                     -iii-

<PAGE>

SCHEDULES:

<TABLE>
<S>               <C>
SCHEDULE 1      - Commitments
SCHEDULE 1.1(A) - CPA REITs
SCHEDULE 1.1(B) - Eligible Ground Leases
SCHEDULE 3.2    - Ownership Structure
SCHEDULE 3.2(A) - Limited Partnership Interests
SCHEDULE 3.3    - Consents
SCHEDULE 3.4    - Existing Indebtedness
SCHEDULE 3.6    - Disclosed Matters
SCHEDULE 3.13   - Company Leases
SCHEDULE 4.1(F) - Transactions not in the Ordinary Course
</TABLE>

EXHIBITS:

<TABLE>
<S>            <C>
EXHIBIT A    - Form of Assignment and Acceptance
EXHIBIT B    - [Intentionally Omitted.]
EXHIBIT C    - Form of Borrowing Request
EXHIBIT D-1  - Form of Note
EXHIBIT D-2  - Form of Designated Bank Note
EXHIBIT E-1  - Form of Opinion of Reed Smith LLP
EXHIBIT E-2  - Form of Opinion of Colorado Counsel
EXHIBIT F    - Financial Calculation Schedule Pursuant to Section 5.1
EXHIBIT G    - Form of Intercompany Note
EXHIBIT H    - Form of [Quarterly/Annual] Compliance Certificate to Accompany
               Reports
EXHIBIT I    - Form of Instrument of Adherence to Credit Agreement
EXHIBIT J    - Form of Designation Agreement
</TABLE>


                                      -iv-

<PAGE>

     THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this "AGREEMENT") dated
as of May 27, 2004, among W.P. Carey & Co. LLC (f/k/a Carey Diversified LLC),
Corporate Property Associates, Corporate Property Associates 4, a California
limited partnership, Corporate Property Associates 6- a California limited
partnership, Corporate Property Associates 9, L.P., a Delaware limited
partnership, Carey Asset Management Corp., Call LLC, Carey Technology Properties
II LLC, CD UP LP, and Broomfield Properties Corp., the Lenders party hereto, and
JPMorgan Chase Bank, as administrative agent, (in such capacity, the
"ADMINISTRATIVE AGENT") and as issuing bank (in such capacity, the "ISSUING
BANK"), PNC Bank, National Association, The Bank of New York, and Wells Fargo
Bank, National Association, as syndication agents (in such capacity, the
"SYNDICATION AGENTS"), Bank of America, N.A., as documentation agent (in such
capacity, the "DOCUMENTATION AGENT"), and J.P. Morgan Securities Inc., as Lead
Arranger and Sole Book Runner (the "ARRANGER").

     WHEREAS, pursuant to the Second Amended and Restated Credit Agreement dated
as of March 23, 2001, as amended by Amendment No. 1 to Second Amended and
Restated Credit Agreement dated as of March __, 2004 (the "EXISTING CREDIT
AGREEMENT"), W.P. Carey & Co. LLC has commitments for $165,000,000 in revolving
loans and letters of credit;

     WHEREAS, the parties hereto have agreed to amend and restate the Existing
Credit Agreement so as to, among other things, (a) extend the maturity date, (b)
increase the total commitment to $175,000,000 and provide the Borrowers with the
right to request on two occasions increases to the commitment up to an aggregate
of $225,000,000 in revolving loans and letters of credit, and (c) amend various
provisions of the Existing Credit Agreement, including the financial covenants;
and

     WHEREAS, the parties hereto intend that this Agreement and the documents
executed in connection herewith not effect a novation of the obligations of the
Company or any other obligor under the Existing Credit Agreement, but merely a
restatement and, where applicable, an amendment of the terms governing such
obligations;

     NOW, THEREFORE, in consideration of the mutual agreements contained herein,
the Existing Credit Agreement is restated in its entirety, and the parties
hereto agree as follows:

<PAGE>

                                      -2-


                                   ARTICLE I.

                                   DEFINITIONS

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

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

     "ADJUSTED EBITDA" means, for any Person, for any period, EBITDA for such
Person, for such period, as adjusted to eliminate free rent and the
straight-lining of rents.

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

     "ADJUSTED MANAGEMENT EBITDA" means, for any period, the sum, without
duplication of:

          (a) the sum of (i) EBITDA of the Company and its Subsidiaries
     generated from Management Contracts for such period (other than any
     non-cash performance fees earned by the Company or any of its Subsidiaries
     under any Management Contract) ("MANAGEMENT EBITDA") minus (ii) the excess
     (positive number only) of (1) any structuring fees earned under such
     Management Contracts over (2) thirty-five percent (35%) of total revenues
     during such period of the Company and its Subsidiaries from Management
     Contracts, plus

          (b) Total G&A Expense for such period, minus

          (c) Management G&A Expense for such period.

     "ADJUSTED PROPERTY EBITDA" means, for any period, the sum, without
duplication, of:

          (a) the sum of (i) Adjusted EBITDA of the Company and its Subsidiaries
     for such period from Projects owned one hundred percent (100%) by, or
     ground-leased by, the Company or its Subsidiaries, plus (ii) the portion of
     Adjusted EBITDA of Joint Venture Holdings for such period allocable to the
     Company or its Subsidiaries in accordance with GAAP on account of the
     ownership interest(s) in the Joint Venture Holdings held by the Company and
     its Subsidiaries (with appropriate adjustments for minority interests),
     plus

<PAGE>

                                      -3-


          (b) the Total G&A Expense for such period, minus

          (c) the Property G&A Expense for such period.

     "ADJUSTED TOTAL EBITDA" means, for any period, the sum of (i) Adjusted
Management EBITDA for such period plus (ii) Adjusted Property EBITDA for such
period.

     "ADJUSTED UNENCUMBERED TOTAL EBITDA" means, for any period, the sum of (i)
the Adjusted Property EBITDA (to the extent applicable) derived from
Unencumbered Eligible Projects for such period, plus (ii) 20% of Adjusted
Management EBITDA for such period derived from Management Contracts that are not
subject to any Liens.

     "ADMINISTRATIVE AGENT" means JPMorgan Chase Bank, in its capacity as
administrative agent for the Lenders hereunder.

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

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

     "ALTERNATE BASE RATE" means, for any day, a rate per annum equal to the
greater of the Prime Rate in effect on such day and the Federal Funds Effective
Rate in effect on such day plus 1/2 of 1%. Any change in the Alternate Base Rate
due to a change in the Prime Rate or the Federal Funds Effective Rate shall be
effective from and including the effective date of such change in the Prime Rate
or the Federal Funds Effective Rate, respectively.

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

     "APPLICABLE RATE" means, for any day, with respect to any ABR Loan or
Eurodollar Revolving Loan, as the case may be:

               (i) in the event that Moody's or S&P shall have in effect a Debt
          Rating, the applicable rate per annum set forth below under the
          caption "ABR Spread" or "Eurodollar Spread", as the case may be, based
          upon such Debt Rating from Moody's and S&P, respectively, applicable
          on such date:

<PAGE>

                                      -4-


<TABLE>
<CAPTION>
 Debt Ratings            ABR    Eurodollar
(S&P/Moody's):         Spread     Spread
--------------         ------   ----------
<S>                    <C>      <C>
Category 1
A-/A3 or better          0.0%      0.60%
Category 2
BBB+/Baa1                0.0%      0.65%
Category 3
BBB/Baa2                 0.0%     0.775%
Category 4
BBB-/Baa3                0.0%      0.90%
Category 5
Lower than BBB-/Baa3    0.50%      1.25%
</TABLE>

          For purposes of the foregoing, (A) if the Debt Ratings established or
          deemed to have been established by Moody's and S&P shall fall within
          different Categories, the Applicable Rate shall be based on the higher
          of the two ratings unless one of the two ratings is two or more
          Categories lower than the other, in which case the Applicable Rate
          shall be determined by reference to the Category next below that of
          the higher of the two ratings, and (B) if the Debt Ratings established
          or deemed to have been established by Moody's and S&P shall be changed
          (other than as a result of a change in the rating system of Moody's or
          S&P), such change shall be effective as of the date on which it is
          first announced by the applicable rating agency. Each change in the
          Applicable Rate in accordance with this clause (i) shall apply during
          the period commencing on the effective date of such change and ending
          on the date immediately preceding the effective date of the next such
          change. If the rating system of Moody's or S&P shall change, or if
          either such rating agency shall cease to be in the business of rating
          companies or corporate debt obligations, the Company and the Lenders
          shall negotiate in good faith to amend this definition to reflect such
          changed rating system or the unavailability of ratings from such
          rating agency and, pending the effectiveness of any such amendment,
          the Applicable Rate shall be determined by reference to the rating
          most recently in effect prior to such change or cessation; or

               (ii) in the event that neither Moody's nor S&P shall have in
          effect a Debt Rating, the applicable rate per annum set forth below
          under the caption "ABR Spread" or "Eurodollar Spread", as the case may
          be, based upon the range into which the Leverage Ratio then falls in
          accordance with the following table:

<PAGE>

                                      -5-


<TABLE>
<CAPTION>
Leverage Ratio        Eurodollar Spread   ABR Spread
--------------        -----------------   ----------
<S>                   <C>                 <C>
less than 35%               1.10%             0.0%
35%-less than 45%           1.25%             0.0%
45%-55% (or higher)         1.45%           0.125%
</TABLE>

          Any change in the Applicable Rate determined in accordance with this
          clause (ii) shall be effective as of the financial reporting dates set
          forth in Section 5.1 or as of the date of any borrowing on which the
          Leverage Ratio changes.

     "ARRANGER" has the meaning set forth in the preamble.

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

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

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

     "BORROWER" means each of (i) the Company, (ii) Corporate Property
Associates, Corporate Property Associates 4, a California limited partnership,
Corporate Property Associates 6- a California limited partnership, each a
California limited partnership, (iii) Corporate Property Associates 9, L.P., a
Delaware limited partnership, and CD Up LP, each of which is a Delaware limited
partnership, (iv) Carey Asset Management Corp., a Delaware corporation, (v) Call
LLC and Carey Technology Properties II LLC, each a Delaware limited liability
company, (vi) Broomfield Properties Corp., a Colorado corporation, and (vii) any
entity which becomes a Borrower under this Agreement pursuant to Section 5.10
(individually each a "BORROWER" and collectively, the "BORROWERS").

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

     "BORROWING REQUEST" means a request by the Company or the Company on behalf
of any of the Borrowers for a Revolving Borrowing in accordance with Section
2.3, substantially in the form of EXHIBIT C.

     "BUSINESS DAY" means any day that is not a Saturday, Sunday or other day on
which commercial banks in New York City are authorized or required by law to

<PAGE>

                                      -6-


remain closed; provided that, when used in connection with a Eurodollar Loan,
the term "Business Day" shall also exclude any day on which banks are not open
for dealings in dollar deposits in the London interbank market.

     "CAPITAL LEASE OBLIGATIONS" of any Person means the obligations of such
Person to pay rent or other amounts under any lease of (or other arrangement
conveying the right to use) real or personal property, or a combination thereof,
which obligations are required to be classified and accounted for as capital
leases on a balance sheet of such Person under GAAP, and the amount of such
obligations shall be the capitalized amount thereof determined in accordance
with GAAP.

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

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

     "CHANGE IN CONTROL" means (i) the acquisition of ownership, directly or
indirectly, beneficially or of record, by any Person or group (within the
meaning of the Securities Exchange Act of 1934, as amended, and the rules of the
Securities and Exchange Commission thereunder as in effect on the date hereof)
(other than the Company, any of its Subsidiaries, any trustee, fiduciary or
other person or entity holding securities under any employee benefit plan of the
Company or any of its Subsidiaries and other than any wholly owned direct or
indirect subsidiary of the Company), of shares representing more than 20% of the
aggregate ordinary voting power represented by the issued and outstanding
capital stock of the Company; or (ii) occupation of a majority of the seats
(other than vacant seats) on the board of directors of the Company by Persons
who were neither (A) nominated by the board of directors of the Company nor (B)
appointed by directors so nominated; or (iii) the acquisition of direct or
indirect Control of the Company by any Person or group (other than any wholly
owned direct or indirect subsidiary of the Company).

     "CHANGE IN LAW" means (a) the adoption of any law, rule or regulation after
the date of this Agreement, (b) any change in any law, rule or regulation or to
the interpretation or application thereof by any Governmental Authority after
the date of this Agreement or (c) compliance by any Lender or the Issuing Bank
(or, for purposes of Section 2.15(b), by any lending office of such Lender or by
such Lender's or the Issuing Bank's holding company, if any) with any request,
guideline or

<PAGE>

                                      -7-


directive (whether or not having the force of law) of any Governmental Authority
made or issued after the date of this Agreement.

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

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

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

     "COMBINED EQUITY VALUE" means Total Value less Total Outstanding
Indebtedness.

     "COMMITMENT" means, with respect to each Lender, the commitment of such
Lender to make Revolving Loans and to acquire participations in Letters of
Credit hereunder, expressed as an amount representing the maximum aggregate
amount of such Lender's Revolving Credit Exposure hereunder, as such commitment
may be (a) increased pursuant to Section 2.20 or (b) reduced from time to time
pursuant to Section 2.9 and (c) reduced or increased from time to time pursuant
to assignments by or to such Lender pursuant to Section 9.4. The initial amount
of each Lender's Commitment is set forth on SCHEDULE 1, or in the Assignment and
Acceptance pursuant to which such Lender shall have assumed its Commitment, as
applicable. The initial aggregate amount of the Lenders' Commitments is
$175,000,000.

     "COMPANY" means W.P. Carey & Co. LLC, a Delaware limited liability company
(f/k/a Carey Diversified LLC).

     "COMPANY INTERESTS" means a limited liability company interest in the
Company.

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

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

     "COMPETITIVE BID REQUEST" means a request by the Company or the Company on
behalf of any of the Borrowers for Competitive Bids in accordance with Section
2.4.

     "COMPETITIVE LOAN" means a Loan made pursuant to Section 2.4.

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

<PAGE>

                                      -8-


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

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

<PAGE>

                                      -9-


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

     "CREDIT EVENT" has the meaning set forth in Section 4.2.

     "DEBT RATING" means either (a) if the Company has issued Index Debt, the
debt rating assigned to such Index Debt or (b) if the Company has not issued
Index Debt, the issuer or corporate credit rating assigned to the Company.

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

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

     "DESIGNATED BANK NOTES" means promissory notes of the Borrowers,
substantially in the form of EXHIBIT D-2 hereto, evidencing the obligation of
the Borrowers to repay Competitive Loans made by Designated Banks, as the same
may be amended, supplemented, modified or restated from time to time, and
"Designated Bank Note" means any one of such promissory notes issued under
Section 9.4(h).

     "DESIGNATING LENDER" shall have the meaning set forth in Section 9.4(h).

     "DESIGNATION AGREEMENT" means a designation agreement in substantially the
form of EXHIBIT J attached hereto, entered into by a Lender and a Designated
Bank and accepted by the Administrative Agent.

     "DISCLOSED MATTERS" means the actions, suits and proceedings and the
environmental matters disclosed in SCHEDULE 3.6.

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

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

<PAGE>

                                      -10-


Person's Unconsolidated Entities; plus (c) the portion allocable to such Person
of EBITDA of such Person's Unconsolidated Entities.

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

     "ELIGIBLE LEASE" means any Lease that is in full force and effect and that
(A) is a Triple Net Lease or (B) is a Lease (other than a Lease specified in
clause (A) above), in each case (i) under which no payment default has occurred
and is continuing; (ii) under which no material default (other than a payment
default) has occurred and is continuing; and (iii) under which the tenant is not
subject to any bankruptcy, insolvency, reorganization or other similar
proceedings.

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

     "ENCUMBERED ELIGIBLE PROJECT" means an Eligible Project (a) (i) with
respect to which either (A) the Company and/or one or more of the Subsidiaries
collectively have an ownership (or ground leasehold) interest of one hundred
percent (100%), or (B)(1) the Company and/or one or more of the Subsidiaries
collectively have an ownership (or ground leasehold) interest (whether directly
or through an interest in a Joint Venture) of more than fifty percent (50%), and
(2) the Company and/or one or more of the Subsidiaries control the management of
such Project and (b) all or a portion of which is encumbered by a Lien. As used
in this definition only, the term "control" shall mean the authority, with sole
discretion, to make major management decisions with respect to the Project,
including with respect to sale, refinancing, capital improvements, leasing and
the grant of Liens on such Project and to manage the day-to-day operations of
such Project.

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

     "ENVIRONMENTAL LIABILITY" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,

<PAGE>

                                      -11-


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

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

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

     "ERISA EVENT" means (a) any "reportable event", as defined in Section 4043
of ERISA or the regulations issued thereunder with respect to a Plan (other than
an event for which the 30-day notice period is waived); (b) the existence with
respect to any Plan of an "accumulated funding deficiency" (as defined in
Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the
filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an
application for a waiver of the minimum funding standard with respect to any
Plan; (d) the incurrence by the Company or any of its ERISA Affiliates of any
liability under Title IV of ERISA with respect to the termination of any Plan;
(e) the receipt by the Company or any ERISA Affiliate from the PBGC or a plan
administrator of any notice relating to an intention to terminate any Plan or
Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the
Company or any of its ERISA Affiliates of any liability with respect to the
withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the
receipt by the Company or any ERISA Affiliate of any notice, or the receipt by
any Multiemployer Plan from the Company or any ERISA Affiliate of any notice,
concerning the imposition of Withdrawal Liability or a determination that a
Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA.

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

     "EVENT OF DEFAULT" has the meaning set forth in Article VII.

     "EXCLUDED TAXES" means, with respect to the Administrative Agent, any
Lender, the Issuing Bank or any other recipient of any payment to be made by or
on account of any obligation of any Borrower hereunder, (a) income or franchise
taxes imposed on (or measured by) its net income by the United States of
America, or by the jurisdiction under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any
Lender, in which its applicable lending office is located, (b) any branch
profits taxes imposed by the United States of

<PAGE>

                                      -12-


America or any similar tax imposed by any other jurisdiction in which such
Borrower is located and (c) in the case of a Foreign Lender (other than an
assignee pursuant to a request by such Borrower under Section 2.19(b)), any
withholding tax that is imposed on amounts payable to such Foreign Lender at the
time such Foreign Lender becomes a party to this Agreement (or designates a new
lending office) or is attributable to such Foreign Lender's failure to comply
with Section 2.17(e), except to the extent that such Foreign Lender (or its
assignor, if any) was entitled, at the time of designation of a new lending
office (or assignment), to receive additional amounts from such Borrower with
respect to such withholding tax pursuant to Section 2.17(a).

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

<TABLE>
<CAPTION>
 Debt Ratings            Facility Fee
(S&P/Moody's):               Rate
--------------           ------------
<S>                      <C>
Category 1
A-/A3 or better              0.15%
Category 2
BBB+ / Baa1                  0.15%
Category 3
BBB / Baa2                  0.175%
Category 4
BBB- / Baa3                  0.20%
Category 5
Lower than BBB- / Baa3       0.25%
</TABLE>

For purposes of the foregoing, (A) if the Debt Ratings established or deemed to
have been established by Moody's and S&P shall fall within different Categories,
the Facility Fee Rate shall be based on the higher of the two ratings unless one
of the two ratings is two or more Categories lower than the other, in which case
the Facility Fee Rate shall be determined by reference to the Category next
below that of the higher of the two ratings, and (B) if the Debt Ratings
established or deemed to have been established by Moody's and S&P shall be
changed (other than as a result of a change in the rating system of Moody's or
S&P), such change shall be effective as of the date on which it is first
announced by the applicable rating agency. Each change in the Facility Fee Rate
shall apply during the period commencing on the effective date of such change
and ending on the date immediately preceding the effective date of the next such
change. If the rating system of Moody's or S&P shall change, or if either such
rating agency shall cease to be in the business of rating companies or corporate
debt obligations, the Company and the Lenders shall

<PAGE>

                                      -13-


negotiate in good faith to amend this definition to reflect such changed rating
system or the unavailability of ratings from such rating agency and, pending the
effectiveness of any such amendment, the Facility Fee Rate shall be determined
by reference to the rating most recently in effect prior to such change or
cessation.

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

     "FEDERAL FUNDS EFFECTIVE RATE" means, for any day, the weighted average
(rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for such day for such
transactions received by the

<PAGE>

                                      -14-


Administrative Agent from three Federal funds brokers of recognized standing
selected by it.

     "FINANCIAL OFFICER" means the chief financial officer, principal accounting
officer, treasurer or controller of the Company.

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

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

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

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

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

     "GUARANTEE" of or by any Person (the "GUARANTOR") means any obligation,
contingent or otherwise, of the guarantor guaranteeing or having the economic
effect of guaranteeing any Indebtedness or other obligation of any other Person
(the "PRIMARY OBLIGOR") in any manner, whether directly or indirectly, and
including any obligation of the guarantor, direct or indirect, (a) to purchase
or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or other obligation or to purchase (or to advance or supply funds
for the purchase of) any security for the payment thereof, (b) to purchase or
lease property, securities or services for the purpose of assuring the owner of
such Indebtedness or other obligation of the payment thereof, (c) to maintain
working capital, equity capital or any other financial statement condition or
liquidity of the primary obligor so as to enable the primary obligor to pay such
Indebtedness or other obligation or (d) as an account

<PAGE>

                                      -15-


party or applicant in respect of any letter of credit or letter of guaranty
issued to support such Indebtedness or obligation; provided, that the term
Guarantee shall not include endorsements for collection or deposit in the
ordinary course of business.

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

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

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

     "INDEBTEDNESS" of any Person means, without duplication, (a) all
obligations of such Person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations of such Person
upon which interest charges are customarily paid (excluding current Taxes, water
and sewer charges and assessments and current trade liabilities incurred in the
ordinary course of business in accordance with customary terms), (d) all
obligations of such Person under conditional sale or other title retention
agreements relating to property acquired by such Person (other than current
trade liabilities incurred in the ordinary course of business in accordance with
customary terms), (e) all obligations of such Person in respect of the deferred
purchase price of property or services (excluding current accounts payable
incurred in the ordinary course of business), (f) all Indebtedness of others
secured by (or for which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) any Lien on property owned or
acquired by such Person, whether or not the Indebtedness secured thereby has
been assumed, (g) all Guarantees by such Person of Indebtedness of others and
other Contingent Obligations, (h) all Capital Lease Obligations of such Person,
(i) all obligations, contingent or otherwise, of such Person as an account party
or applicant in respect of letters of credit and letters of guaranty, (j) all
obligations, contingent or otherwise, of such Person in respect of bankers'
acceptances, (k) all obligations of such Person to purchase or redeem any shares
of equity securities issued by such Person, including obligations under
so-called forward equity purchase contracts to the extent such obligations are
not payable solely in equity interests, (l) all obligations of such Person in
respect of any forward contract, futures contract, swap or other agreement, the
value of which is dependent upon interest rates or currency exchange rates, and
(m) all obligations of such Person in respect of any so-called

<PAGE>

                                      -16-


"synthetic lease" (i.e., a lease of property which is treated as an operating
lease under GAAP and as a loan for U.S. income tax purposes). The Indebtedness
of any Person shall include the Indebtedness of any other entity (including any
partnership in which such Person is a general partner) to the extent such Person
is liable therefor as a result of such Person's ownership interest in or other
relationship with such entity, except to the extent the terms of such
Indebtedness provide that such Person is not liable therefor.

     "INDEMNIFIED TAXES" means Taxes other than Excluded Taxes.

     "INDEX DEBT" means senior, unsecured, long-term indebtedness for borrowed
money of the Company that is not guaranteed by any other Person or subject to
any other credit enhancement.

     "INTEREST ELECTION REQUEST" means a request by the Company to convert or
continue a Revolving Borrowing in accordance with Section 2.8.

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

     "INTEREST PERIOD" means with respect to any Eurodollar Borrowing the period
commencing on the date of such Borrowing and ending on the numerically
corresponding day in the calendar month that is one, two, three or six months
thereafter, as the Company may elect; provided, that (i) if any Interest Period
would end on a day other than a Business Day, such Interest Period shall be
extended to the next succeeding Business Day unless such next succeeding
Business Day would fall in the next calendar month, in which case such Interest
Period shall end on the next preceding Business Day, (ii) any Interest Period
that commences on the last Business Day of a calendar month (or on a day for
which there is no numerically corresponding day in the last calendar month of
such Interest Period) shall end on the last Business Day of the last calendar
month of such Interest Period, (iii) the Interest Period for Eurodollar
Revolving Borrowings may be shorter than one (1) month in order to consolidate
two (2) or more Eurodollar Revolving Borrowings and (iv) the Interest Period for
all Eurodollar Revolving Borrowings shall be one (1) month until the earlier of
ninety (90) days after the Closing Date or the date on which the Arranger
completes the syndication of the total Commitments, as evidenced by written
notice from the Arranger to the Company as to such completion). For purposes
hereof, the date of a Borrowing initially shall be the date on which such
Borrowing is made and, in the case of a Revolving Borrowing, thereafter shall be
the effective date of the most recent conversion or continuation of such
Borrowing.

<PAGE>

                                      -17-


     "INVESTMENT GRADE CREDIT RATING" means a Debt Rating of BBB- or higher by
S&P or Baa3 or higher by Moody's.

     "ISSUING BANK" means JPMorgan Chase Bank, in its capacity as the issuer of
Letters of Credit hereunder, and its successors in such capacity as provided in
Section 2.6(i). The Issuing Bank may, in its discretion, arrange for one or more
Letters of Credit to be issued by Affiliates of the Issuing Bank, in which case
the term "Issuing Bank" shall include any such Affiliate with respect to Letters
of Credit issued by such Affiliate.

     "JOINT VENTURE" means a partnership, limited liability company, joint
venture (including a tenancy-in-common ownership pursuant to a written agreement
providing for substantially the same rights and obligations relating to such
property that would be in a joint venture agreement), or corporation.

     "JOINT VENTURE HOLDING" means an interest in a Joint Venture held or owned
by the Company (or one of its Subsidiaries) which is not wholly owned by the
Company (or one of its Subsidiaries).

     "LC DISBURSEMENT" means a payment made by the Issuing Bank pursuant to a
Letter of Credit.

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

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

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

     "LENDERS" means (a) the Persons listed on SCHEDULE 1 and any other Person
that shall have become a party hereto pursuant to an Assignment and Acceptance,
other than any such Person that ceases to be a party hereto pursuant to an
Assignment and Acceptance and (b) the Designated Banks; provided, however, that
the term "Lender" shall exclude each Designated Bank when used in reference to a

<PAGE>

                                      -18-


Revolving Loan, the Commitments or terms relating to the Revolving Loans and the
Commitments and shall further exclude each Designated Bank for all other
purposes hereunder except that any Designated Bank which funds a Competitive
Loan shall, subject to Section 9.4(h), have the rights (including, without
limitation, the rights given to a Lender contained in Article IX) and
obligations of a Lender associated with holding such Competitive Loan.

     "LETTER OF CREDIT" means any letter of credit issued pursuant to this
Agreement.

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

     "LIBO RATE" means, with respect to any Eurodollar Borrowing for any
Interest Period, the rate appearing on Page 3750 of the Telerate Service (or on
any successor or substitute page of such Service, or any successor to or
substitute for such Service, providing rate quotations comparable to those
currently provided on such page of such Service, as determined by the
Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to dollar deposits in the London interbank market) at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for dollar deposits with a
maturity comparable to such Interest Period. In the event that such rate is not
available at such time for any reason, then the "LIBO Rate" with respect to such
Eurodollar Borrowing for such Interest Period shall be the rate (rounded
upwards, if necessary, to the next 1/16 of 1%) at which dollar deposits of
$5,000,000 and for a maturity comparable to such Interest Period are offered by
the principal London office of the entity which is the Administrative Agent in
immediately available funds in the London interbank market at approximately
11:00 a.m., London time, two Business Days prior to the commencement of such
Interest Period.

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

<PAGE>

                                      -19-


     "LISTED SHARES" means a limited liability interest in the Company
representing a share of all the income, loss and capital of the Company.

     "LOANS" means the loans made by the Lenders to the Borrowers pursuant to
this Agreement.

     "LOAN DOCUMENTS" means this Agreement, the Notes and all other instruments,
agreements and written obligations between the Borrowers and any of the Lenders
pursuant to or in connection with the transactions contemplated hereby.

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

     "MANAGEMENT G&A EXPENSE" means, for any period, the difference between (a)
the Total G&A Expense for such period minus (b) the Property G&A Expense for
such period.

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

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

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

     "MATERIAL ADVERSE EFFECT" means a material adverse effect on (a) the
business, assets, operations, prospects or condition, financial or otherwise, of
the Company and the Subsidiaries taken as a whole, (b) the ability of the
Company to perform any of its material obligations under the Loan Documents or
(c) the rights of or benefits available to the Lenders under the Loan Documents

     "MATERIAL INDEBTEDNESS" means Indebtedness (other than the Loans, Letters
of Credit and Nonrecourse Indebtedness), or obligations in respect of one or
more Hedging Agreements, of any one or more of the Company and its Subsidiaries
in an aggregate principal amount exceeding $10,000,000. For purposes of
determining Material Indebtedness, the "principal amount" of the obligations of
the Company or any Subsidiary in respect of any Hedging Agreement at any time
shall be the maximum aggregate amount (giving effect to any netting agreements)
that the

<PAGE>

                                      -20-


Company or such Subsidiary would be required to pay if such Hedging
Agreement were terminated at such time.

     "MATURITY DATE" means May 27, 2007, as such date may be extended pursuant
to Section 2.5.

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

     "MORTGAGE ASSET" means Indebtedness owed to the Company or a Subsidiary of
the Company and secured by a mortgage or deed of trust on a fee interest or a
leasehold interest in Real Property and all collateral security related thereto.

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

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

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

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

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

     "NONRECOURSE INDEBTEDNESS" of any Person means all Indebtedness of such
Person with respect to which recourse for payment is limited to specific assets
encumbered by a Lien securing such Indebtedness; provided, however, that
personal recourse of a holder of Indebtedness against any obligor with respect
thereto for fraud, misrepresentation, misapplication or misappropriation of
cash, waste, environmental liabilities, and other circumstances customarily
excluded from nonrecourse provisions in nonrecourse financing of real estate
shall not, by itself, prevent any Indebtedness from being characterized as
Nonrecourse Indebtedness; provided, further, that if in connection therewith a
personal recourse claim is established by judgment decree or award by any court
of competent jurisdiction or arbitrator of competent jurisdiction and execution
or enforcement thereof shall not be effectively stayed for 30 consecutive days
and such Indebtedness shall not be paid

<PAGE>

                                      -21-


or otherwise satisfied within such 30-day period, then such Indebtedness in an
amount equal to the personal recourse claim established by judgment or award
shall not constitute Nonrecourse Indebtedness for purposes of this Agreement.

     "NOTE" means (a) a promissory note in the form attached hereto as EXHIBIT
D-1 payable to a Lender, evidencing certain of the Obligations of the Borrowers
to such Lender and executed by the Borrowers as set forth in Section 2.10(e), as
the same may be amended, supplemented, modified or restated from time to time or
(b) a Designated Bank Note, as the context may require. "Notes" means,
collectively, all of such Notes outstanding at any given time.

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

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

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

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

     "PERMITTED ENCUMBRANCES" means:

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

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

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


<PAGE>

                                      -22-


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

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

          (f) statutory and common law landlord liens;

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

     "PERMITTED INVESTMENTS" means:

          (a) direct obligations of, or obligations the principal of and
     interest on which are unconditionally guaranteed by, the United States of
     America (or by any agency thereof to the extent such obligations are backed
     by the full faith and credit of the United States of America), in each case
     maturing within one year from the date of acquisition thereof;

          (b) investments in commercial paper maturing within 270 days from the
     date of acquisition thereof and having, at such date of acquisition, a
     rating of not less than A-2 or P-2 from S&P or from Moody's, respectively;

          (c) investments in certificates of deposit, banker's acceptances and
     time deposits maturing within 180 days from the date of acquisition thereof
     issued or guaranteed by or placed with, and money market deposit accounts
     issued or offered by, any domestic office of any commercial bank organized
     under the laws of the United States of America or any State thereof which
     has a combined capital and surplus and undivided profits of not less than
     $500,000,000;

          (d) shares of so called "money market funds" registered with the SEC
     under the Investment Company Act of 1940, as amended, which maintain a
     level per share value, invest principally in marketable direct or
     guaranteed obligations of the United States of America and agencies and
     instrumentalities thereof and investments in commercial paper having, at
     such date, a rating of not less than A-1 or P-1 from S&P or from Moody's,
     respectively, and have total assets in excess of $50,000,000 provided that
     any such shares are moved to a qualifying money market fund within thirty
     (30) days after any Borrower or any Subsidiary has knowledge that any money
     market fund no longer has total assets in excess of that amount; and

          (e) fully collateralized repurchase agreements with a term of not more
     than 30 days for securities described in clause (a) above and entered

<PAGE>

                                      -23-


     into with a financial institution satisfying the criteria described in
     clause (c) above.

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

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

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

     "PRIME RATE" means the rate of interest per annum publicly announced from
time to time by JP Morgan Chase Bank as its prime rate in effect at its
principal office in New York City; each change in the Prime Rate shall be
effective from and including the date such change is publicly announced as being
effective.

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

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

     "PROPERTY G&A EXPENSE" means, for any period, eight percent (8%) of the
total gross revenues of the Company and its Subsidiaries for such period from
(i) Projects in which the Company and its Subsidiaries collectively have an
ownership interest of one hundred percent (100%) and (ii) Projects in which the
Company or its Subsidiaries have a Joint Venture Holding; provided that the
gross revenues for the Projects owned by Joint Ventures shall be limited to that
portion of gross revenues of such Joint Ventures for such period allocable to
the Company or its Subsidiaries based on their ownership interests in such Joint
Ventures in accordance with GAAP (with appropriate adjustments for minority
interests).

<PAGE>

                                      -24-


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

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

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

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

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

     "REQUIRED LENDERS" means, at any time, Lenders having Revolving Credit
Exposures and Unused Commitments representing at least 51% of the sum of the
total Revolving Credit Exposures and Unused Commitments at such time; provided
that, for purposes of declaring the Loans to be due and payable pursuant to
Article VII, and for all purposes after the Loans become due and payable
pursuant to Article VII or the Commitments expire or terminate, the outstanding
Competitive Loans of

<PAGE>

                                      -25-


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

     "RESTRICTED PAYMENT" is defined in Section 6.1(g).

     "REVOLVING CREDIT EXPOSURE" means, with respect to any Lender at any time,
the sum of the outstanding principal amount of such Lender's Revolving Loans and
its LC Exposure at such time.

     "REVOLVING LOAN" means a Loan made pursuant to Sections 2.2 and 2.3.

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

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

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

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

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

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

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

     "STATUTORY RESERVE RATE" means a fraction (expressed as a decimal), the
numerator of which is the number one and the denominator of which is the number
one minus the aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the Board to which the Administrative Agent is subject with
respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred
to as

<PAGE>

                                      -26-


"Eurocurrency Liabilities" in Regulation D of the Board). Such reserve
percentages shall include those imposed pursuant to such Regulation D.
Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be
subject to such reserve requirements without benefit of or credit for proration,
exemptions or offsets that may be available from time to time to any Lender
under such Regulation D or any comparable regulation. The Statutory Reserve Rate
shall be adjusted automatically on and as of the effective date of any change in
any reserve percentage.

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

     "SUBSIDIARY" means any direct or indirect subsidiary of the Company.

     "SUBSIDIARY PARTNERSHIPS" means each of Corporate Property Associates,
Corporate Property Associates 4, a California limited partnership, Corporate
Property Associates 6-a California limited partnership, and Corporate Property
Associates 9, L.P., and the other Borrowers that are Subsidiaries and any of
them a "SUBSIDIARY PARTNERSHIP".

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

     "TENANT ALLOWANCE" means a cash allowance paid to a tenant by the landlord
pursuant to a Lease.

     "TI WORK" means any construction or other "build-out" of tenant leasehold
improvements to the space demised to such tenant under Leases (excluding such
tenant's furniture, fixtures and equipment) performed pursuant to the terms of
such Leases, whether or not such tenant improvement work is performed by or on
behalf of the landlord or as part of a Tenant Allowance.

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

     "TOTAL INTEREST EXPENSE" means, for any period, the sum, without
duplication, of (i) interest expense of the Company and its Subsidiaries paid
during such period (with appropriate adjustments for minority interests) and
(ii) interest expense of the

<PAGE>

                                      -27-


Company and its Subsidiaries accrued and/or capitalized for such period (with
appropriate adjustments for minority interests) and (iii) the portion of the
interest expense of Joint Ventures allocable to the Company and its Subsidiaries
in accordance with GAAP on account of ownership of Joint Venture Holdings and
paid during such period and (iv) the portion of the interest expense of Joint
Ventures allocable to the Company and its Subsidiaries in accordance with GAAP
on account of ownership of Joint Venture Holdings and accrued and capitalized
for such period, in each case including participating interest expense but
excluding extraordinary interest expense, and net of amortization of deferred
costs associated with new financings or refinancings of existing Indebtedness.

     "TOTAL OUTSTANDING INDEBTEDNESS" means, as of any date, the sum, without
duplication, of (i) the amount of Indebtedness of the Company and its
Subsidiaries set forth on the then most recent quarterly financial statements of
the Company, prepared in accordance with GAAP, plus any additional Indebtedness
incurred by the Company and its Subsidiaries since the time of such statements
(with appropriate adjustments for minority interests) and (ii) the outstanding
amount of Joint Venture Indebtedness allocable in accordance with GAAP on
account of ownership of Joint Venture Holdings to any of the Company and its
Subsidiaries as of the time of determination (with appropriate adjustments for
minority interests) and (iii) the Contingent Obligations of the Company and its
Subsidiaries and, to the extent allocable to the Company and its Subsidiaries in
accordance with GAAP on account of ownership of Joint Venture Holdings, of the
Joint Ventures (with appropriate adjustments for minority interests).

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

     "TOTAL UNENCUMBERED VALUE" means, as of any date, the sum, without
duplication, of each of the following items, to the extent that each such item
(the Project, the Management Contract, Cash and Cash Equivalents, Permitted
Investments, Marketable Securities or other underlying assets, as applicable) is
not subject to any Lien and, in each case, with appropriate adjustments for
minority interests to reflect the actual percentage interest to which the
Company and its Subsidiaries is entitled: (i) in respect of Unencumbered
Eligible Projects owned for at least four (4) fiscal quarters, Adjusted Property
EBITDA for such Unencumbered Eligible Projects as of the first day of the fiscal
quarter in which such date occurs for the previous four (4) consecutive fiscal
quarters divided by .10, (ii) the investment (at cost without depreciation) in
Unencumbered Eligible Projects owned for fewer than four (4) consecutive fiscal
quarters which is allocable to the Company and its Subsidiaries (with
appropriate adjustments for minority interests), (iii) the product of 5
multiplied by the lesser of (a) the Adjusted Management EBITDA for the previous
four (4) consecutive fiscal quarters or (b) the product of 2 multiplied by
Adjusted Management EBITDA for the previous two (2) consecutive fiscal quarters,
which amount under this clause (iii) shall not exceed 20% of Total Unencumbered
Value, and (iv) the difference between (A) the sum of (1) unrestricted Cash and
Cash Equivalents which would be included on the Consolidated Businesses'
consolidated balance sheet as of such date, plus (2) the Fair Market Value of
all Permitted

<PAGE>

                                      -28-


Investments and Marketable Securities held by the Company and its Subsidiaries,
minus (B) $20,000,000; provided, that (y) the aggregate investments in
Unencumbered Eligible Projects which are not office, industrial/manufacturing,
retail or distribution/warehouse shall not exceed (solely for purposes of this
definition) 10% of the Total Unencumbered Value and (z) the aggregate
investments in Unencumbered Eligible Projects which are not 100% owned (or
leased under an Eligible Ground Lease) by a Borrower shall not exceed (solely
for purposes of this definition) 15% of Total Unencumbered Value.

     "TOTAL UNSECURED OUTSTANDING INDEBTEDNESS" means, as of any date, the
portion of Total Outstanding Indebtedness that is Unsecured Indebtedness.

     "TOTAL VALUE" means, as of any date, the sum, without duplication, of (i)
in respect of Projects owned or ground-leased by the Company and its
Subsidiaries for at least four (4) fiscal quarters, the Adjusted Property EBITDA
for such Projects as of the first day of the fiscal quarter in which such date
occurs for the previous four (4) consecutive fiscal quarters divided by .10;
(ii) the investment (at cost without depreciation) in Projects owned or
ground-leased by the Company and its Subsidiaries for fewer than four fiscal
quarters (with appropriate adjustments for minority interests); (iii) the
investment (at cost without depreciation) in Joint Venture Holdings for fewer
than four fiscal quarters which is allocable to the Company and its Subsidiaries
based on their ownership interests in the related Joint Ventures in accordance
with GAAP (with appropriate adjustments for minority interests); (iv)
unrestricted Cash and Cash Equivalents which would be included on the
Consolidated Businesses' consolidated balance sheet as of such date (with
appropriate adjustments for minority interests); (v) investments in notes
secured by mortgages on the Real Property of any Person, at cost, less an amount
equal to accrued amortization payments in respect thereof, which amount under
this clause (v) shall be limited to 15% of Total Value; (vi) the REIT Investment
Value, which amount under this clause (vi) shall be limited to a maximum of
$50,000,000; (vii) the Fair Market Value of all Permitted Investments and
Marketable Securities held by the Company and its Subsidiaries; (viii) the
product of 5 multiplied by the lesser of (a) the Adjusted Management EBITDA for
the previous four fiscal quarters or (b) the product of 2 multiplied by the
Adjusted Management EBITDA for the previous two fiscal quarters, which amount
under this clause (viii) shall be limited to 30% of Total Value; (ix) the book
value of all loans made by the Company and its Subsidiaries to CPA REITs, which
amount under this clause (ix) shall be limited to a maximum of $50,000,000, and
(x) 85% of the Net Asset Value of all investments in the securities of the CPA
REITs, which amount under this clause (x) shall be limited to 5% of Total Value.
Notwithstanding the foregoing, (x) the aggregate investments by the Company and
its consolidated Subsidiaries in Properties which are not office or
industrial/manufacturing, retail or distribution/warehouse in nature shall not
exceed (solely for purposes of this definition) ten percent (10%) of Total
Value, (y) the aggregate investments by the Company and its consolidated
Subsidiaries in Properties which are located outside the United States shall not
exceed (solely for purposes of this definition) fifteen percent (15%) of Total
Value, and (z) the sum of the aggregate investments by the Company and its
consolidated Subsidiaries in the following items shall not exceed (solely for
purposes of this definition) fifty percent

<PAGE>

                                      -29-


(50%) of Total Value: (A) the aggregate investments by the Company and its
consolidated Subsidiaries described in the foregoing clauses (v), (vi), (viii),
(ix), and (x), (B) the aggregate investments by the Company and its consolidated
Subsidiaries in Properties which are not office or industrial/manufacturing,
retail or distribution/warehouse in nature, and (C) the aggregate investments by
the Company and its consolidated Subsidiaries in Properties which are located
outside the United States.

     "TRANSACTIONS" means the execution, delivery and performance by the
Borrowers of this Agreement, the borrowing of Loans, the use of the proceeds
thereof, the issuance of Letters of Credit hereunder and the execution, delivery
and performance by the Borrowers or the Subsidiaries (who may be parties to the
Loan Documents) of the other Loan Documents, and the transactions contemplated
by the Loan Documents.

     "TRIPLE NET LEASE" means a Lease representing all or substantially all of
the rentable area of a Property where the tenant is responsible for real estate
taxes and assessments, repairs and maintenance, insurance and other expenses
relating to such Property, provided, that adequate insurance is maintained for
such Property either by the tenant, the Company, a Subsidiary or a Joint
Venture. Notwithstanding the foregoing, a Triple Net Lease may be subject to the
landlord's express contractual obligations with respect to the payment of taxes,
assessments, ground rents, utility charges, exterior maintenance and maintenance
of all non-interior areas and any capital expenditures related thereto (such as
roof, structure and parking) (the "CONTRACTUAL OBLIGATIONS") so long as the
capital expenditures have been adequately accounted for in accordance with GAAP;
provided, that the projected average annual Contractual Obligations shall not
exceed 10% of the projected average gross annual rent under such Lease. For
purposes of this definition, (a) the obligation of a landlord to make capital
improvements or repairs as a condition to a tenant's occupancy (e.g., build to
suit transactions) shall not be deemed to be an undertaking by such landlord of
any tenant maintenance or repair obligations and (b) the improvements to be
constructed by such landlord described in the immediately preceding clause (a)
shall not be included as a capital expenditure.

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

     "UNCONSOLIDATED ENTITY" means, with respect to any Person, at any date, any
other Person in whom such Person holds an investment, which investment is
accounted for in the financial statements of such Person on an equity basis of
accounting and whose financial results would not be consolidated under GAAP with
the financial results of such Person on the consolidated financial statements of
such Person if such statements were prepared as of such date.

     "UNENCUMBERED ELIGIBLE PROJECT" means an Eligible Project (a) which is
located in the United States, (b) with respect to which either (i) one or more
of the

<PAGE>

                                      -30-


Borrowers collectively have an ownership interest of one hundred percent (100%)
or a ground leasehold interest under an Eligible Ground Lease, or (ii)(A) one or
more of the Borrowers collectively have an ownership interest (whether directly
or through an interest in a Joint Venture) of more than fifty percent (50%), (B)
one or more Affiliates of the Borrowers collectively have all of the remaining
ownership interests (whether directly or through an interest in a Joint Venture)
not owned by the Borrowers and (C) one or more of the Borrowers collectively
control the management of such Project, and (c) which is not subject (nor are
any equity interests therein owned by the Borrowers and their Subsidiaries
subject) to any Liens or preferred equity interests, except for Permitted
Encumbrances and buy-sell rights with respect to Joint Ventures on customary
terms and conditions. As used in this definition only, the term "control" shall
mean the authority, with sole discretion, to make major management decisions
with respect to the applicable Project, including with respect to sale,
financing, refinancing, capital improvements, leasing and the grant of Liens on
such Project and to manage the day-to-day operations of such Project.

     "UNSECURED INDEBTEDNESS" means any Indebtedness not secured by a Lien,
including any Indebtedness hereunder but excluding, to the extent otherwise
includable therein, any Indebtedness in respect of Guarantees of Nonrecourse
Carveouts.

     "UNSECURED INTEREST EXPENSE" means, for any period, the greater of (i)
Total Interest Expense attributable to the Total Unsecured Outstanding
Indebtedness for such period or (ii) the interest expense that would have been
paid, accrued or capitalized on the Total Unsecured Outstanding Indebtedness for
such period, assuming for such period an interest rate of 7%.

     "UNUSED COMMITMENT" means, as of any date, with respect to each Lender, its
Commitment less its Revolving Credit Exposure.

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

<TABLE>
<CAPTION>
                               Unused Commitment Fee
Leverage Ratio                          Rate
--------------                 ---------------------
<S>                            <C>
less than 35%                          0.15%
> or = 35% - less than 45%            0.175%
> or = 45% - 55% (or higher)           0.20%
</TABLE>

Any change in the Unused Commitment Fee Rate shall be effective as of the
financial reporting dates set forth in Section 5.1 or as of the date of any
borrowing on which the Leverage Ratio changes.

<PAGE>

                                      -31-


     "WHOLLY-OWNED SUBSIDIARY" means, with respect to any Person, at any date,
any subsidiary of such Person of which 100% of the outstanding shares of capital
stock or other equity interests having ordinary voting power is at the time,
directly or indirectly, owned by such Person.

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

     SECTION 1.2. CLASSIFICATION OF LOANS AND BORROWINGS. For purposes of this
Agreement, Loans may be classified and referred to by Class (e.g., a "Revolving
Loan") or by Type (e.g., a "Eurodollar Loan") or by Class and Type (e.g., a
"Eurodollar Revolving Loan"). Borrowings also may be classified and referred to
by Class (e.g., a "Revolving Borrowing") or by Type (e.g., a "Eurodollar
Borrowing") or by Class and Type (e.g., a "Eurodollar Revolving Borrowing").

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

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

<PAGE>

                                      -32-


notice shall have been withdrawn or such provision amended in accordance
herewith.

                                   ARTICLE II.

                                   THE CREDITS

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

     SECTION 2.2. LOANS AND BORROWINGS. (a) Each Revolving Loan shall be made as
part of a Borrowing consisting of Revolving Loans made by the Lenders ratably in
accordance with their respective Commitments. Each Competitive Loan shall be
made in accordance with the procedures set forth in Section 2.4. The failure of
any Lender to make any Loan required to be made by it shall not relieve any
other Lender of its obligations hereunder; provided that the Commitments and
Competitive Bids of the Lenders are several and no Lender shall be responsible
for any other Lender's failure to make Loans as required.

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

          (c) At the commencement of each Interest Period for any Eurodollar
     Revolving Borrowing, such Borrowing shall be in an aggregate amount that is
     an integral multiple of $500,000 and not less than $1,000,000. At the time
     that each ABR Revolving Borrowing is made, such Borrowing shall be in an
     aggregate amount that is an integral multiple of $500,000 and not less than
     $1,000,000; provided that an ABR Revolving Borrowing may be in an aggregate
     amount that is equal to the entire unused balance of the total Commitments
     or that is required to finance the reimbursement of an LC Disbursement as
     contemplated by Section 2.6(e). Each Competitive Borrowing shall be in an
     aggregate amount that is an integral multiple of $1,000,000 and not less
     than $20,000,000. Borrowings of more than one Type and Class may be
     outstanding at the same time; provided that there shall not at any time be
     more than a total of eight Eurodollar Revolving Borrowings outstanding.

<PAGE>

                                      -33-


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

     SECTION 2.3. REQUESTS FOR REVOLVING BORROWINGS. To request a Revolving
Borrowing, the Company or the Company on behalf of any of the Borrowers shall
notify the Administrative Agent of such request by telephone (a) in the case of
a Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City time,
three Business Days before the date of the proposed Borrowing or (b) in the case
of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business
Day before the date of the proposed Borrowing; provided that any such notice of
an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as
contemplated by Section 2.6(e) may be given not later than 10:00 a.m., New York
City time, on the date of the proposed Borrowing. Each such telephonic Borrowing
Request shall be irrevocable and shall be confirmed promptly by hand delivery or
telecopy to the Administrative Agent of a written Borrowing Request
substantially in the form set forth in EXHIBIT C and signed by the Company. Each
such request shall be accompanied by an Officer's Certificate as to pro forma
financial covenant compliance required by Section 6.1(i). Each such telephonic
and written Borrowing Request shall specify the following information in
compliance with Section 2.2 and shall constitute a representation that the
conditions in Section 4.1 and Section 4.2 have been satisfied on such date and
will be satisfied on the date of such Borrowing:

               (i) the aggregate amount of the requested Borrowing;

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

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

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

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

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

<PAGE>

                                      -34-


     SECTION 2.4. COMPETITIVE BID PROCEDURE. (a) Subject to the terms and
conditions set forth herein, from time to time during the Availability Period
the Company or the Company on behalf of any of the Borrowers may request
Competitive Bids and may (but shall not have any obligation to) accept
Competitive Bids and borrow Competitive Loans; provided that (i) Moody's or S&P
has established an Investment Grade Credit Rating which is in effect, (ii) upon
giving effect to the borrowing of such Competitive Loans, the sum of the total
Revolving Credit Exposures plus the aggregate principal amount of outstanding
Competitive Loans at any time would not exceed the total Commitments at such
time and (iii) upon giving effect to the borrowing of such Competitive Loans,
the sum of the total principal amount of the outstanding Competitive Loans does
not exceed 50% of the total Commitments. To request Competitive Bids, the
Company or a Borrower shall notify the Administrative Agent of such request by
telephone, not later than 11:00 a.m., New York City time, four Business Days
before the date of the proposed Borrowing; provided that a Competitive Bid
Request shall not be made within 5 Business Days after the date of any previous
Competitive Bid Request. Each such telephonic Competitive Bid Request shall be
confirmed promptly by hand delivery or telecopy to the Administrative Agent of a
written Competitive Bid Request in a form approved by the Administrative Agent
and signed by the Company. Each such request shall be accompanied by an
Officer's Certificate as to pro forma financial covenant compliance required by
Section 6.1(i). Each such telephonic and written Competitive Bid Request shall
specify the following information in compliance with Section 2.2 and shall
constitute a representation that the conditions in Section 4.1 and Section 4.2
have been satisfied on such date and will be satisfied on the date of such
Borrowing:

               (i) the aggregate amount of the requested Borrowing, which shall
          be not less than $20,000,000 or, if larger, an integral multiple of
          $1,000,000;

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

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

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

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

          (b) Each Lender may (but shall not have any obligation to) make one or
     more Competitive Bids to the Company or to the Company on behalf of any of
     the Borrowers in response to a Competitive Bid Request. Each Competitive
     Bid by a

<PAGE>

                                      -35-


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

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

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

<PAGE>

                                      -36-


     above, such Competitive Loan may be for a minimum of $1,000,000 or any
     integral multiple thereof, and in calculating the pro rata allocation of
     acceptances of portions of multiple Competitive Bids at a particular
     Competitive Bid Rate pursuant to clause (iv) above the amounts shall be
     rounded to integral multiples of $1,000,000 in a manner determined by the
     Company. A notice given by the Company or the Company on behalf of any of
     the Borrowers pursuant to this paragraph shall be irrevocable.

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

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

     SECTION 2.5. EXTENSION OF MATURITY DATE.

     So long as no Default has occurred and is continuing, the Company may
elect, at least 30 days but no more than 90 days prior to the Maturity Date, to
extend the Maturity Date for one (1) year by providing written notice of such
election to the Administrative Agent (which shall promptly notify each of the
Lenders). If (i) on the date of such notice and the effective date of such
extension, no Default exists and is continuing, (ii) the Borrowers pay to the
Administrative Agent, for the pro rata benefit of the Lenders based on their
Applicable Percentages, an extension fee equal to .20% of the then total
Commitments, and (iii) the Company has given written notice to the
Administrative Agent of such election to extend the Maturity Date within the
time frame set forth in this Section 2.5, the Maturity Date shall be extended to
May 27, 2008.

     SECTION 2.6. LETTERS OF CREDIT. (a) General. Subject to the terms and
conditions set forth herein, the Company or the Company on behalf of any
Borrower may request the issuance of Letters of Credit for its own account, in a
form reasonably acceptable to the Administrative Agent and the Issuing Bank, at
any time and from time to time during the period commencing on the Closing Date
and ending on the date that is 30 days prior to the Maturity Date, provided that
the amount of each Letter of Credit so requested shall be not less than
$300,000. In the event of any inconsistency between the terms and conditions of
this Agreement and

<PAGE>

                                      -37-


the terms and conditions of any form of letter of credit application or other
agreement submitted by the Company or the Company on behalf of any of the
Borrowers to, or entered into by the Company or a Borrower with, the Issuing
Bank relating to any Letter of Credit, the terms and conditions of this
Agreement shall control.

          (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
     Conditions. To request the issuance of a Letter of Credit (or the
     amendment, renewal or extension of an outstanding Letter of Credit), the
     Company or the Company on behalf of any of the Borrowers shall hand deliver
     or telecopy (or transmit by electronic communication, if arrangements for
     doing so have been approved by the Issuing Bank) to the Issuing Bank and
     the Administrative Agent (at least four (4) Business Days in advance of the
     requested date of issuance, amendment, renewal or extension) a notice
     requesting the issuance of a Letter of Credit, or identifying the Letter of
     Credit to be amended, renewed or extended, the date of issuance, amendment,
     renewal or extension, the date on which such Letter of Credit is to expire
     (which shall comply with paragraph (c) of this Section), the amount of such
     Letter of Credit, the name and address of the beneficiary thereof and such
     other information as shall be necessary to prepare, amend, renew or extend
     such Letter of Credit. Each such notice shall be accompanied by an
     Officer's Certificate as to pro forma financial covenant compliance
     required by Section 6.1(i). The Administrative Agent shall provide copies
     of such notice and Officer's Certificate to each Lender promptly after
     receipt thereof. If requested by the Issuing Bank, the Company or such
     Borrower also shall submit a letter of credit application on the Issuing
     Bank's standard form in connection with any request for a Letter of Credit.
     A Letter of Credit shall be issued, amended, renewed or extended only if
     (and upon issuance, amendment, renewal or extension of each Letter of
     Credit the Company or such Borrower shall be deemed to represent and
     warrant that), after giving effect to such issuance, amendment, renewal or
     extension (i) the LC Exposure shall not exceed $20,000,000 and (ii) the sum
     of the total Revolving Credit Exposures plus the aggregate principal amount
     of outstanding Competitive Loans shall not exceed the total Commitments at
     such time.

          (c) Expiration Date. Each Letter of Credit shall expire at or prior to
     the close of business on the earlier of (i) the date one year after the
     date of the issuance of such Letter of Credit (or, in the case of any
     renewal or extension thereof, one year after such renewal or extension) and
     (ii) the date that is 30 days prior to the Maturity Date.

          (d) Participations. By the issuance of a Letter of Credit (or an
     amendment to a Letter of Credit increasing the amount thereof) and without
     any further action on the part of the Issuing Bank or the Lenders, the
     Issuing Bank hereby grants to each Lender, and each Lender hereby acquires
     from the Issuing Bank, a participation in such Letter of Credit equal to
     such Lender's Applicable Percentage of the aggregate amount available to be
     drawn under such Letter of Credit. In consideration and in furtherance of
     the foregoing, each Lender hereby absolutely and unconditionally agrees to
     pay to the Administrative Agent, for the account of the Issuing Bank, such
     Lender's Applicable Percentage of each LC

<PAGE>

                                      -38-


     Disbursement made by the Issuing Bank and not reimbursed by the Borrowers
     on the date due as provided in paragraph (e) of this Section, or of any
     reimbursement payment required to be refunded to the Borrowers for any
     reason. Each Lender acknowledges and agrees that its obligation to acquire
     participations pursuant to this paragraph in respect of Letters of Credit
     (subject to Section 2.6(c)) is absolute and unconditional and shall not be
     affected by any circumstance whatsoever, including any amendment, renewal
     or extension of any Letter of Credit or the occurrence and continuance of a
     Default or reduction or termination of the Commitments, and that each such
     payment shall be made without any offset, abatement, withholding or
     reduction whatsoever. Notwithstanding anything to the contrary set forth
     herein, the aggregate amount to be paid by any Lender with respect to any
     drawing under a Letter of Credit (whether as a payment pursuant to this
     Section 2.6(d) or a Loan pursuant to Section 2.3) shall not exceed its
     Applicable Percentage of such drawing.

          (e) Reimbursement. If the Issuing Bank shall make any LC Disbursement
     in respect of a Letter of Credit, the Borrowers shall reimburse such LC
     Disbursement by paying to the Administrative Agent an amount equal to such
     LC Disbursement not later than 12:00 noon, New York City time, on the date
     that such LC Disbursement is made, if the Company or the Company on behalf
     of any of the Borrowers shall have received notice of such LC Disbursement
     prior to 10:00 a.m., New York City time, on such date, or, if such notice
     has not been received by the Company or the Company on behalf of any of the
     Borrowers prior to such time on such date, then not later than 12:00 noon,
     New York City time, on (i) the Business Day that the Company or the Company
     on behalf of any of the Borrowers receive such notice, if such notice is
     received prior to 10:00 a.m., New York City time, on the day of receipt, or
     (ii) the Business Day immediately following the day that the Company or the
     Company on behalf of any of the Borrowers receives such notice, if such
     notice is not received prior to such time on the day of receipt; provided
     that the Company or the Company on behalf of any of the Borrowers may,
     subject to the conditions to borrowing set forth herein, request in
     accordance with Section 2.3 that such payment be financed with an ABR
     Revolving Borrowing in an equivalent amount and, to the extent so financed,
     the Borrowers' obligation to make such payment shall be discharged and
     replaced by the resulting ABR Revolving Borrowing. If the Borrowers fail to
     (or are not permitted to) finance such payment with an ABR Revolving
     Borrowing and fail to make such payment when due, the Administrative Agent
     shall notify each Lender of the applicable LC Disbursement, the payment
     then due from the Borrowers in respect thereof and such Lender's Applicable
     Percentage thereof. Promptly following receipt of such notice, each Lender
     shall pay to the Administrative Agent its Applicable Percentage of the
     payment then due from the Borrowers, in the same manner as provided in
     Section 2.7 with respect to Loans made by such Lender (and Section 2.7
     shall apply, mutatis mutandis, to the payment obligations of the Lenders),
     and the Administrative Agent shall promptly pay to the Issuing Bank the
     amounts so received by it from the Lenders. Promptly following receipt by
     the Administrative Agent of any payment from the Borrowers pursuant to this
     paragraph, the Administrative Agent shall distribute such payment to the
     Issuing Bank or, to the extent that Lenders have made payments pursuant to
     this paragraph to reimburse the Issuing Bank, then to

<PAGE>

                                      -39-


     such Lenders and the Issuing Bank as their interests may appear. Any
     payment made by a Lender pursuant to this paragraph to reimburse the
     Issuing Bank for any LC Disbursement (other than the funding of ABR
     Revolving Loans as contemplated above) shall not constitute a Loan and
     shall not relieve the Borrowers of their obligation to reimburse such LC
     Disbursement.

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

<PAGE>

                                      -40-


          (g) Disbursement Procedures. The Issuing Bank shall, promptly
     following its receipt thereof, examine all documents purporting to
     represent a demand for payment under a Letter of Credit. The Issuing Bank
     shall promptly notify the Administrative Agent and the Company or the
     Company on behalf of any of the Borrowers by telephone (confirmed by
     telecopy) of such demand for payment and whether the Issuing Bank has made
     or will make an LC Disbursement thereunder; provided that any failure to
     give or delay in giving such notice shall not relieve the Borrowers of
     their obligation to reimburse the Issuing Bank and the Lenders with respect
     to any such LC Disbursement nor shall the Issuing Bank have any liability
     whatsoever to the Borrowers or the Lenders for any failure to give any such
     notice.

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

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

          (j) Cash Collateralization. If any Event of Default shall occur and be
     continuing, on the Business Day that the Company or the Company on behalf
     of any of the Borrowers receives notice from the Administrative Agent or
     the Required Lenders (or, if the maturity of the Loans has been
     accelerated, Lenders with LC Exposure representing at least 51% of the
     total LC Exposure) demanding the deposit of cash collateral pursuant to
     this paragraph, the Borrowers shall deposit in an

<PAGE>

                                      -41-


account with the Administrative Agent, in the name of the Administrative Agent
and for the benefit of the Lenders, an amount in cash equal to the LC Exposure
as of such date plus any accrued and unpaid interest thereon; provided that the
obligation to deposit such cash collateral shall become effective immediately,
and such deposit shall become immediately due and payable, without demand or
other notice of any kind, upon the occurrence of any Event of Default with
respect to any of the Borrowers described in clause (h) or (i) of Article VII.
Such deposit shall be held by the Administrative Agent as collateral for the
payment and performance of the obligations of the Borrowers under this
Agreement. The Administrative Agent shall have exclusive dominion and control,
including the exclusive right of withdrawal, over such account. Other than any
interest earned on the investment of such deposits, which investments shall be
made at the option and sole discretion of the Administrative Agent and at the
Borrowers' risk and expense, such deposits shall not bear interest. Interest or
profits, if any, on such investments shall accumulate in such account. Moneys in
such account shall be applied by the Administrative Agent to reimburse the
Issuing Bank for LC Disbursements for which it has not been reimbursed and, to
the extent not so applied, shall be held for the satisfaction of the
reimbursement obligations of the Borrowers for the LC Exposure at such time or,
if the maturity of the Loans has been accelerated (but subject to the consent of
the Lenders with LC Exposure representing at least 51% of the total LC
Exposure), be applied to satisfy other obligations of the Borrowers under this
Agreement. If the Borrowers are required to provide an amount of cash collateral
hereunder as a result of the occurrence of an Event of Default, such amount (to
the extent not applied as aforesaid) shall be returned to the Borrowers within
three Business Days after all Events of Default have been cured or waived.

     SECTION 2.7. FUNDING OF BORROWINGS. (a) Each Lender shall make each Loan to
be made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds by 12:00 noon, New York City time, to the account of
the Administrative Agent most recently designated by it for such purpose by
notice to the Lenders. The Administrative Agent will make such Loans available
to the Borrowers by promptly crediting the amounts so received, in like funds,
to an account of the Company maintained with the Administrative Agent in New
York City and designated by the Borrowers in the applicable Borrowing Request or
Competitive Bid Request; provided that ABR Revolving Loans made to finance the
reimbursement of an LC Disbursement as provided in Section 2.6(e) shall be
remitted by the Administrative Agent to the Issuing Bank.

          (b) Unless the Administrative Agent shall have received written notice
     from a Lender prior to the proposed date of any Borrowing that such Lender
     will not make available to the Administrative Agent such Lender's share of
     such Borrowing, the Administrative Agent may assume that such Lender has
     made such share available on such date in accordance with paragraph (a) of
     this Section and may, in reliance upon such assumption, make available to
     the Borrowers a corresponding amount. In such event, if a Lender has not in
     fact made its share of the applicable Borrowing available to the
     Administrative Agent, then the applicable Lender and the Borrowers
     severally agree to pay to the Administrative Agent forthwith on demand such
     corresponding amount with interest thereon, for each day from and

<PAGE>

                                      -42-


     including the date such amount is made available to the Borrowers to but
     excluding the date of payment to the Administrative Agent, at (i) in the
     case of such Lender, the greater of the Federal Funds Effective Rate and a
     rate determined by the Administrative Agent in accordance with banking
     industry rules on interbank compensation or (ii) in the case of the
     Borrowers, the interest rate applicable to ABR Loans. If such Lender pays
     such amount to the Administrative Agent, then such amount shall constitute
     such Lender's Loan included in such Borrowing as of the date of such
     Borrowing. If any interest is paid by the Borrowers as described above for
     any period with respect to any amount funded by the Administrative Agent
     pursuant to this paragraph, the Borrowers shall not be required to pay
     interest on such amount pursuant to Section 2.13 in respect of such period.

     SECTION 2.8. INTEREST ELECTIONS. (a) Each Revolving Borrowing initially
shall be of the Type specified in the applicable Borrowing Request and, in the
case of a Eurodollar Revolving Borrowing, shall have an initial Interest Period
as specified in such Borrowing Request. Thereafter, the Borrowers may elect to
convert such Revolving Borrowing to a different Type or to continue such
Borrowing and, in the case of a Eurodollar Revolving Borrowing, may elect
Interest Periods therefor, all as provided in this Section. The Borrowers may
elect different options with respect to different portions of the affected
Revolving Borrowing, in which case each such portion shall be allocated ratably
among the Lenders holding the Loans comprising such Borrowing, and the Loans
comprising each such portion shall be considered a separate Borrowing. This
Section shall not apply to Competitive Borrowings, which may not be converted or
continued.

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

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

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

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

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

<PAGE>

                                      -43-


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

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

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

          (e) If the Borrowers fail to deliver a timely Interest Election
     Request with respect to a Eurodollar Revolving Borrowing prior to the end
     of the Interest Period applicable thereto, then, unless such Borrowing is
     repaid as provided herein, at the end of such Interest Period such
     Borrowing shall be converted to an ABR Borrowing. Notwithstanding any
     contrary provision hereof, if an Event of Default has occurred and is
     continuing and the Administrative Agent, at the request of the Required
     Lenders, so notifies the Borrowers, then, so long as an Event of Default is
     continuing (i) no outstanding Revolving Borrowing may be converted to or
     continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar
     Revolving Borrowing shall be converted to an ABR Borrowing at the end of
     the Interest Period applicable thereto.

     SECTION 2.9. TERMINATION AND REDUCTION OF COMMITMENTS. (a) Unless
previously terminated, the Commitments shall terminate on the Maturity Date.

          (b) The Borrowers may at any time terminate, or from time to time
     reduce, the Commitments; provided that (i) each reduction of the
     Commitments shall be in an amount that is an integral multiple of $500,000
     and not less than $5,000,000, (ii) the Borrowers shall not terminate or
     reduce the Commitments if, after giving effect to any concurrent prepayment
     of the Loans in accordance with Section 2.11, the sum of the Revolving
     Credit Exposures plus the aggregate principal amount of outstanding
     Competitive Loans would exceed the total Commitments and (iii) the
     Borrowers shall not reduce the total Commitments to an amount less than
     $100,000,000 unless the Commitments are terminated.

          (c) The Borrowers shall notify the Administrative Agent of any
     election to terminate or reduce the Commitments under paragraph (b) of this
     Section at least three Business Days prior to the effective date of such
     termination or reduction, specifying such election and the effective date
     thereof. Promptly following receipt of any notice, the Administrative Agent
     shall advise the Lenders of the contents thereof. Each notice delivered by
     the Borrowers pursuant to this Section shall be irrevocable; provided that
     a notice of termination of the Commitments delivered by the Borrowers may
     state that such notice is conditioned upon the effectiveness of other
     credit facilities, in which case such notice may be revoked by the
     Borrowers (by notice to the Administrative Agent on or prior to the
     specified effective date) if such

<PAGE>

                                      -44-


     condition is not satisfied. Any termination or reduction of the Commitments
     shall be permanent. Each reduction of the Commitments shall be made ratably
     among the Lenders in accordance with their respective Commitments.

     SECTION 2.10. REPAYMENT OF LOANS; EVIDENCE OF DEBT. (a) The Borrowers
hereby unconditionally and jointly and severally promise to pay (i) to the
Administrative Agent for the account of each Lender the then unpaid principal
amount of each Revolving Loan not later than the Maturity Date, and (ii) to the
Administrative Agent for the account of each applicable Lender the then unpaid
principal amount of each Competitive Loan on the last day of the Interest Period
applicable to such Loan.

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

          (c) The Administrative Agent shall maintain accounts in which it shall
     record (i) the amount of each Loan made hereunder, the Class and Type
     thereof and the Interest Period applicable thereto, (ii) the amount of any
     principal or interest due and payable or to become due and payable from the
     Borrowers to each Lender hereunder and (iii) the amount of any sum received
     by the Administrative Agent hereunder for the account of the Lenders and
     each Lender's share thereof.

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

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

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

          (b) The Borrowers shall notify the Administrative Agent by telephone
     (confirmed by telecopy) of any prepayment hereunder (i) in the case of
     prepayment of

<PAGE>

                                      -45-


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

          (c) If at any time from and after the Closing Date: (i) the Company
     merges or consolidates with another Person and the Company is not the
     surviving entity, or (ii) any Person and the Company or a Subsidiary merge
     into the Company or a Subsidiary in a transaction in which the Company or a
     Subsidiary is the surviving corporation and an Event of Default has
     occurred as a result thereof (the date either such event shall occur being
     the "PREPAYMENT DATE"), the Borrowers shall be required to prepay the Loans
     in their entirety as if the Prepayment Date were the Maturity Date and the
     Commitments thereupon shall be terminated. The Borrowers shall immediately
     make such prepayment together with the interest accrued to the date of the
     prepayment on the principal amount prepaid and shall return or cause to be
     returned all Letters of Credit to the Issuing Bank. In connection with the
     prepayment of any Loan prior to the maturity thereof, the Borrowers shall
     also pay any applicable expenses pursuant to Section 2.16. Each such
     prepayment shall be applied to prepay ratably the Loans of the Lenders.
     Amounts prepaid pursuant to this clause (c) may not be reborrowed.

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

     SECTION 2.12. FEES. (a) During the period from and including the Closing
Date to but excluding the date on which such Commitment terminates, the
Borrowers jointly and severally agree to pay to the Administrative Agent for the
account of each Lender (i) in the event that neither Moody's nor S&P has
established a Debt Rating which is in effect, an unused commitment fee equal to
the Unused Commitment Fee Rate on the daily amount of the Unused Commitment of
such Lender (the "UNUSED COMMITMENT FEE AMOUNT") or (ii) in the event Moody's or
S&P has established a Debt Rating which is in effect, a facility fee equal to
the Facility Fee Rate on the full amount of the Commitment of such Lender (the
"FACILITY FEE AMOUNT"); provided that, if such Lender continues to have any
Revolving Credit Exposure after its Commitment terminates, then the Facility Fee
Amounts pursuant to clause (ii) above shall continue to accrue on the daily
amount of such Lender's

<PAGE>

                                      -46-


Revolving Credit Exposure from and including the date on which its Commitment
terminates to but excluding the date on which such Lender ceases to have any
Revolving Credit Exposure. Accrued Unused Commitment Fee Amounts pursuant to
clause (i) above and Facility Fee amounts pursuant to clause (ii) above shall be
payable quarterly in arrears on the last day of March, June, September and
December of each year commencing on the first such date after the Closing Date,
and on the date on which the Commitments terminate; provided that any fees
pursuant to clause (i) or (ii) accruing after the date on which the Commitments
terminate shall be payable on demand. All fees pursuant to clause (i) or (ii)
shall be computed on the basis of a year of 360 days and shall be payable for
the actual number of days elapsed (including the first day but excluding the
last day).

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

          (c) The Borrowers jointly and severally agree to pay to the
     Administrative Agent, for its own account, fees payable in the amounts and
     at the times separately agreed upon between the Company and the
     Administrative Agent.

          (d) All fees payable hereunder shall be paid on the dates due, in
     immediately available funds, to the Administrative Agent (or to the Issuing
     Bank, in the case of fees payable to it) for distribution, in the case of
     fees pursuant to paragraph (a) above and participation fees, to the
     Lenders. Fees paid shall not be refundable under any circumstances.

<PAGE>

                                      -47-


     SECTION 2.13. INTEREST. (a) The Loans comprising each ABR Borrowing shall
bear interest at the Alternate Base Rate plus the Applicable Rate.

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

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

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

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

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

<PAGE>

                                      -48-


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

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

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

     SECTION 2.15. INCREASED COSTS. (a) If any Change in Law shall:

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

               (ii) impose on any Lender or the Issuing Bank or the London
          interbank market any other condition affecting this Agreement or
          Eurodollar Loans made by such Lender or any Letter of Credit or
          participation therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan (or of maintaining its
obligation to make any such Loan) or to increase the cost to such Lender or the
Issuing Bank of participating in, issuing or maintaining any Letter of Credit or
to reduce the amount of any sum received or receivable by such Lender or the
Issuing Bank hereunder (whether of principal, interest or otherwise), then the
Borrowers will pay to such Lender or the Issuing Bank, as the case may be, such
additional amount or amounts as will compensate such Lender or the Issuing Bank,
as the case may be, for such additional costs incurred or reduction suffered.

          (b) If any Lender or the Issuing Bank determines that any Change in
     Law regarding capital requirements has or would have the effect of reducing
     the rate of

<PAGE>

                                      -49-


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

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

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

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

     SECTION 2.16. BREAK FUNDING PAYMENTS. In the event of (a) the payment of
any principal of any Eurodollar Loan other than on the last day of an Interest
Period applicable thereto (including as a result of an Event of Default), (b)
the conversion of any Eurodollar Revolving Loan other than on the last day of
the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Revolving Loan on the date specified in any notice
delivered pursuant hereto (regardless of whether such notice may be revoked
under Section 2.11 (b) and is revoked in accordance therewith), (d) the failure
to borrow any Competitive Loan after accepting the Competitive Bid to make such
Loan, or (e) the assignment of any Eurodollar Loan other than on the last day of
the Interest Period applicable thereto

<PAGE>

                                      -50-


as a result of a request by the Borrowers pursuant to Section 2.19, then, in any
such event, the Borrowers shall compensate each Lender for the loss, cost and
expense attributable to such event. In the case of a Eurodollar Loan, such loss,
cost or expense to any Lender shall include an amount determined by such Lender
to be the excess, if any, of (i) the amount of interest which would have accrued
on the principal amount of such Loan had such event not occurred, at the
Adjusted LIBO Rate that would have been applicable to such Loan, for the period
from the date of such event to the last day of the then current Interest Period
therefor (or, in the case of a failure to borrow, convert or continue, for the
period that would have been the Interest Period for such Loan), over (ii) the
amount of interest which would accrue on such principal amount for such period
at the interest rate which such Lender would bid were it to bid, at the
commencement of such period, for dollar deposits of a comparable amount and
period from other banks in the eurodollar market. A certificate of any Lender
setting forth any amount or amounts that such Lender is entitled to receive
pursuant to this Section shall be delivered to the Administrative Agent and
shall be conclusive absent manifest error. The Borrowers shall pay such Lender
the amount shown as due on any such certificate within 10 days after receipt
thereof.

     SECTION 2.17. TAXES. (a) Any and all payments by or on account of any
obligation of the Borrowers hereunder shall be made free and clear of and
without deduction for any Indemnified Taxes or Other Taxes; provided that if the
Borrowers shall be required to deduct any Indemnified Taxes or Other Taxes from
such payments, then (i) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Administrative Agent, each
Lender or the Issuing Bank (as the case may be) receives an amount equal to the
sum it would have received had no such deductions been made, (ii) the Borrowers
shall make such deductions and (iii) the Borrowers shall pay the full amount
deducted to the relevant Governmental Authority in accordance with applicable
law.

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

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

<PAGE>

                                      -51-


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

          (e) As a condition to becoming a Lender hereunder, any Foreign Lender
     (including any assignee), that is entitled to an exemption from or
     reduction of withholding tax under the law of the jurisdiction in which any
     of the Borrowers is located, or any treaty to which such jurisdiction is a
     party, with respect to payments under this Agreement shall deliver to the
     Borrowers (with a copy to the Administrative Agent), at the time or times
     prescribed by applicable law, such properly completed and executed
     documentation prescribed by applicable law or reasonably requested by the
     Borrowers as will permit such payments to be made without withholding or at
     a reduced rate.

     SECTION 2.18. PAYMENTS GENERALLY; PRO RATA TREATMENT; SHARING OF SET-OFFS.
(a) The Borrowers shall make each payment required to be made by them hereunder
(whether of principal, interest, fees or reimbursement of LC Disbursements, or
of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to
12:00 noon, New York City time, on the date when due, in immediately available
funds, without set-off or counterclaim. Any amounts received after such time on
any date may, in the discretion of the Administrative Agent, be deemed to have
been received on the next succeeding Business Day for purposes of calculating
interest thereon. All such payments shall be made to the Administrative Agent at
its offices at 270 Park Avenue, New York, New York, except payments to be made
directly to the Issuing Bank as expressly provided herein and except that
payments pursuant to Sections 2.15, 2.16, 2.17 and 9.3 shall be made directly to
the Persons entitled thereto. The Administrative Agent shall distribute any such
payments received by it for the account of any other Person to the appropriate
recipient promptly following receipt thereof. If any payment hereunder shall be
due on a day that is not a Business Day, the date for payment shall be extended
to the next succeeding Business Day, and, in the case of any payment accruing
interest, interest thereon shall be payable for the period of such extension.
All payments hereunder shall be made in dollars.

          (b) If at any time insufficient funds are received by and available to
     the Administrative Agent to pay fully all amounts of principal,
     unreimbursed LC Disbursements, interest and fees then due hereunder, such
     funds shall be applied (i) first, towards payment 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 (ii)
     second, towards payment of principal and unreimbursed LC Disbursements then
     due hereunder, ratably among the parties entitled thereto in accordance
     with the amounts of principal and unreimbursed LC Disbursements then due to
     such parties.

<PAGE>

                                      -52-


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

          (d) Unless the Administrative Agent shall have received notice from
     the Borrowers prior to the date on which any payment is due to the
     Administrative Agent for the account of the Lenders or the Issuing Bank
     hereunder that the Borrowers will not make such payment, the Administrative
     Agent may assume that the Borrowers have made such payment on such date in
     accordance herewith and may, in reliance upon such assumption, distribute
     to the Lenders or the Issuing Bank, as the case may be, the amount due. In
     such event, if the Borrowers have not in fact made such payment, then each
     of the Lenders or the Issuing Bank, as the case may be, severally agrees to
     repay to the Administrative Agent forthwith on demand the amount so
     distributed to such Lender or Issuing Bank with interest thereon, for each
     day from and including the date such amount is distributed to it to but
     excluding the date of payment to the Administrative Agent, at the greater
     of the Federal Funds Effective Rate and a rate determined by the
     Administrative Agent in accordance with banking industry rules on interbank
     compensation.

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

<PAGE>

                                      -53-


     SECTION 2.19. MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS. (a) If any
Lender requests compensation under Section 2.15, or if the Borrowers are
required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.17, then such
Lender shall use reasonable efforts to designate a different lending office for
funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment
of such Lender, such designation or assignment (i) would eliminate or reduce
amounts payable pursuant to Section 2.15 or 2.17, as the case may be, in the
future and (ii) would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender. The Borrowers
hereby agree to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.

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

     SECTION 2.20. INCREASE IN COMMITMENT. Unless a Default has occurred and is
continuing, and subject to the satisfaction of the conditions in Section
2.20(b), the Company, by written notice to the Administrative Agent (the
"ADDITIONAL COMMITMENT NOTICE"), may request on up to two (2) occasions during
the Availability Period and prior to May 27, 2006 that the total Commitments be
increased by an amount not less than $20,000,000 per request and not more than
$50,000,000 in the aggregate (such that the total Commitments after such
increase shall never exceed $225,000,000); provided that for any such request
(a) any Lender which is a party to this Agreement prior to such request for
increase, at its sole discretion, may elect to increase its Commitment, but
shall not have any obligation to so increase its

<PAGE>

                                      -54-


Commitment, and (b) in the event that the Lenders party to this Agreement prior
to such request do not elect to increase their respective Commitments to cover
the amount of the requested increase, the Arranger shall use commercially
reasonable efforts to locate additional lenders reasonably acceptable to the
Administrative Agent willing to hold commitments for the requested increase. In
the event that lenders commit to any such increase, (i) the Commitments of the
committed Lenders shall be increased accordingly, (ii) the Applicable
Percentages of each of the Lenders shall be adjusted accordingly (or, in the
case of a new lender not previously party hereto, added to SCHEDULE 1) and the
Borrowers shall make such borrowings and repayments as shall be necessary to
effect such reallocation of the Commitments, (iii) if requested by any Lender
making an additional or new commitment, new Notes shall be issued, and (iv)
other changes shall be made by way of supplement, amendment or restatement of
any Loan Document as may be necessary or desirable to reflect the aggregate
amount, if any, by which Lenders have agreed to increase their respective
Commitments or any other lenders have agreed to make new commitments pursuant to
this Section 2.20 without the consent of any Lender other than those Lenders
increasing their Commitments. The fees payable by the Borrowers upon any such
increase in Commitments shall be agreed upon by the Arranger and the Borrowers
at the time of such increase.

     In the event of any such increase of the Commitments pursuant to this
Section 2.20, the aggregate LC Exposure of the Lenders shall remain $20,000,000.

     Notwithstanding the foregoing, nothing in this Section 2.20 shall
constitute or be deemed to constitute an agreement by any Lender to increase its
Commitment hereunder.

          (b) Notwithstanding the foregoing, an increase in the aggregate amount
     of the Commitments shall be effective only if (i) no Default shall have
     occurred and be continuing on the date of the Additional Commitment Notice
     and the date such increase is to become effective; (ii) each of the
     representations and warranties made by each of the Borrowers in this
     Agreement and the other Loan Documents shall be true and complete on and as
     of the date of the Additional Commitment Notice and the date such increase
     is to become effective with the same force and effect as if made on and as
     of such date (or, if any such representation or warrant is expressly stated
     to have been made as of a specific date, as of such specific date); (iii)
     the Administrative Agent shall have received (x) such documents and
     certificates as the Administrative Agent or its counsel may reasonably
     request relating to the authorization of such increase and (y) a favorable
     written opinion (addressed to the Administrative Agent and the Lenders) of
     counsel for the Borrowers substantially in the form of EXHIBIT E-1, after
     giving effect to such increase; and (iv) the Company and its Subsidiaries
     shall be in compliance with Article VI.

<PAGE>

                                      -55-


                                  ARTICLE III.

                         REPRESENTATIONS AND WARRANTIES

     The Company and each Borrower jointly and severally represent and warrant
to the Lenders, the Administrative Agent and the Issuing Bank that:

     SECTION 3.1. ORGANIZATION; POWERS. Each of the Company, its Affiliates and
the other Borrowers is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization, has all requisite power
and authority to carry on its business as now conducted and, except where the
failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, is qualified to do business in,
and is in good standing in, every jurisdiction where such qualification is
required. Neither the Company nor any of the Borrowers is a "foreign person"
within the meaning of Section 1445 of the Code.

     SECTION 3.2. AUTHORIZATION; ENFORCEABILITY. (a) The Transactions have been
duly authorized by all necessary limited liability company action of the Company
and by all necessary partnership, limited liability company or corporate action
of the Subsidiary Partnerships. Each of the Borrowers has the requisite power
and authority to perform this Agreement and the other Loan Documents. This
Agreement has been duly authorized, executed and delivered by the Borrowers and
constitutes a legal, valid and binding obligation of the Borrowers, enforceable
in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors' rights generally
and subject to general principles of equity, regardless of whether considered in
a proceeding in equity or at law.

          (b) SCHEDULE 3.2 contains a diagram indicating the ownership structure
     of the Company, and any other Person in which the Company holds a direct or
     indirect partnership, joint venture or other equity interest, indicating
     the nature of such interest with respect to each Person included in such
     diagram and accurately sets forth (1) the correct legal name of such
     Person, the jurisdiction of its incorporation or organization and, for each
     Borrower, the jurisdictions in which it is qualified to transact business
     as a foreign corporation, or otherwise, and (2) the authorized, issued and
     outstanding shares or interests of each class of securities of the Company.
     None of such issued and outstanding securities is subject to any vesting,
     redemption, or repurchase agreement, and there are no warrants or options
     outstanding with respect to such securities, except as noted on such
     Schedule. The outstanding capital stock of the Company is duly authorized,
     validly issued, fully paid and nonassessable.

          (c) The Company's limited partnership, limited liability company or
     corporate interest in each of the Subsidiary Partnerships is set forth on
     SCHEDULE 3.2(A).

<PAGE>

                                      -56-


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

     SECTION 3.4. FINANCIAL CONDITION; NO MATERIAL ADVERSE CHANGE. (a) The
Company has heretofore furnished to the Lenders (i) its audited financial
statements as of December 31, 2003, reported on by PricewaterhouseCoopers LLP,
independent public accountants and (ii) its pro forma unaudited balance sheets
and statements of income as of March 31, 2004, certified by its chief financial
officer. Such financial statements present fairly, in all material respects, the
financial position and results of operations of the Company and its consolidated
Subsidiaries as of such dates and for such periods in accordance with GAAP,
subject to (y) normal and recurring year-end audit adjustments and the absence
of footnotes in the case of the statements referred to in clause (ii) above and
(z) any pro forma financial statements contained in such consolidated financial
statements are not necessarily indicative of the consolidated financial position
of the Company and its Subsidiaries, as of the respective dates thereof and the
consolidated results of operations for the periods indicated.

          (b) Neither the Company nor any of its Subsidiaries has any Contingent
     Obligation or liability for any taxes, long-term leases or commitments, not
     reflected in its audited financial statements delivered to the
     Administrative Agent on or prior to the Closing Date or otherwise disclosed
     to the Administrative Agent and the Lenders in writing, which will have or
     is reasonably likely to have a Material Adverse Effect.

          (c) SCHEDULE 3.4 sets forth, as of the date hereof, all Indebtedness
     of the Company and its Subsidiaries and, except as set forth on SCHEDULE
     3.4, there are no defaults in the payment of principal or interest on any
     such Indebtedness and no payments thereunder have been deferred or extended
     beyond their stated maturity and there has been no material change in the
     type or amount of such Indebtedness.

          (d) Since December 31, 2003, there has been no material adverse change
     in the business, assets, operations, prospects or condition, financial or
     otherwise, of the Company and its Subsidiaries, taken as a whole.

<PAGE>

                                      -57-


     SECTION 3.5. PROPERTIES. (a) Each of the Company and its Subsidiaries has
good title to, or valid leasehold interests in, all its real and personal
property material to its business, except for minor defects in title that do not
interfere with its ability to conduct its business as currently conducted or to
utilize such properties for their intended purposes. A Borrower is the owner of
each of the Unencumbered Eligible Projects described in clause (b)(i) of the
definition thereof.

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

     SECTION 3.6. LITIGATION AND ENVIRONMENTAL MATTERS. (a) There are no
actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending against or, to the knowledge of the Company, threatened
against or affecting the Company or any of its Subsidiaries (i) as to which
there is a reasonable possibility of an adverse determination and that, if
adversely determined, could reasonably be expected, individually or in the
aggregate, to result in a Material Adverse Effect (other than the Disclosed
Matters) or (ii) that involve this Agreement or the Transactions.

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

     SECTION 3.7. COMPLIANCE WITH LAWS AND AGREEMENTS. Each of the Company and
its Subsidiaries is in compliance with all laws, regulations and orders of any
Governmental Authority applicable to it or its property and all indentures,
agreements and other instruments binding upon it or its property, except where
the failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect. No Default has occurred and is
continuing.

     SECTION 3.8. INVESTMENT AND HOLDING COMPANY STATUS. Neither the Company nor
any of its Subsidiaries is (a) an "investment company" as defined in, or subject
to regulation under, the Investment Company Act of 1940 or (b) a "holding
company" as defined in, or subject to regulation under, the Public Utility
Holding Company Act of 1935.

     SECTION 3.9. TAXES. Each of the Company and its Subsidiaries has timely
filed or caused to be filed all Tax returns and reports required to have been
filed and has paid or caused to be paid all Taxes required to have been paid by
it, except (a)

<PAGE>

                                      -58-


Taxes that are being contested in good faith by appropriate proceedings and for
which the Company or such Subsidiary, as applicable, has set aside on its books
adequate reserves with respect thereto in accordance with GAAP and (b) to the
extent that the failure to do so could not reasonably be expected to result in a
Material Adverse Effect.

     SECTION 3.10. ERISA. No ERISA Event has occurred or is reasonably expected
to occur that, when taken together with all other ERISA Events for which
liability is reasonably expected to occur, could reasonably be expected to
result in a Material Adverse Effect. The present value of all accumulated
benefit obligations under each Plan (based on the assumptions used for purposes
of Statement of Financial Accounting Standards No. 87) did not, as of the date
of the most recent financial statements reflecting such amounts, exceed by more
than $250,000 the fair market value of the assets of such Plan, and the present
value of all accumulated benefit obligations of all underfunded Plans (based on
the assumptions used for purposes of Statement of Financial Accounting Standards
No. 87) did not, as of the date of the most recent financial statements
reflecting such amounts, exceed by more than $250,000 the fair market value of
the assets of all such underfunded Plans.

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

     SECTION 3.12. INSURANCE. The insurance policies and programs in effect as
of the Closing Date and thereafter with respect to the Property, assets and
business of the Company and its Subsidiaries are in compliance with Section 5.5.

     SECTION 3.13. LEASES OTHER THAN ELIGIBLE LEASES. Except as set forth on
SCHEDULE 3.13, each Lease pursuant to which the Company or any of its
Subsidiaries or Joint Ventures is lessor of a Property (the "COMPANY LEASES")
constitutes an Eligible Lease.

     SECTION 3.14. SEC REPORTS. As of the Closing Date, the Company has filed
all forms, reports, statements (including proxy statements) and other documents
(such filings by the Company are collectively referred to as the "SEC REPORTS"),
required to be filed by it with the Securities and Exchange Commission. The SEC

<PAGE>

                                      -59-


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

     SECTION 3.15. REPRESENTATIONS AND WARRANTIES IN LOAN DOCUMENTS. All
representations and warranties made by the Company and each other Borrower in
the Loan Documents are true and correct in all material respects as of the date
of this Agreement and as of any date that the Borrowers are expressly obligated
to confirm the same under this Agreement.

     SECTION 3.16. ORGANIZATIONAL DOCUMENTS. The documents delivered pursuant to
Section 4.1 constitute, as of the Closing Date, true and correct copies of all
of the organizational documents of the Company and the Subsidiary Partnerships.

                                   ARTICLE IV.

                                   CONDITIONS

     SECTION 4.1. CLOSING DATE. The obligations of the Lenders to make Loans and
of the Issuing Bank to issue Letters of Credit hereunder shall not become
effective until the date on which each of the following conditions is satisfied
(or waived in accordance with Section 9.2):

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

          (b) The Administrative Agent shall have received (i) a favorable
     written opinion (addressed to the Administrative Agent and the Lenders and
     dated the Closing Date) of Reed Smith LLP, counsel for the Company and
     certain of the Subsidiary Partnerships, and (ii) a favorable written
     opinion (addressed to the Administrative Agent and the Lenders and dated
     the Closing Date) of Colorado local counsel to Broomfield Properties Corp.
     (which counsel must be reasonably acceptable to the Administrative Agent),
     substantially in the forms of EXHIBIT E-1, and EXHIBIT E-2, respectively,
     and

<PAGE>

                                      -60-


     covering such other matters relating to the Borrowers, this Agreement or
     the Transactions as the Required Lenders shall reasonably request. The
     Company hereby requests such counsel to deliver such opinions.

          (c) The Administrative Agent shall have received such documents and
     certificates as the Administrative Agent or its counsel may reasonably
     request relating to the organization, existence and good standing of the
     Company and its Affiliates, the authorization of the Transactions and any
     other legal matters relating to the Company and its Affiliates, this
     Agreement or the Transactions, all in form and substance satisfactory to
     the Administrative Agent and its counsel.

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

          (e) No change in the business, assets, management, operations,
     financial condition or prospects of the Company, the other Borrowers or any
     of their respective Properties shall have occurred since December 31, 2003
     which change, in the judgment of the Administrative Agent, will have or is
     reasonably likely to have a Material Adverse Effect.

          (f) Except as disclosed on SCHEDULE 4.1(F), since December 31, 2003,
     the Company has not and shall not have (i) entered into any (as determined
     in good faith by the Administrative Agent) commitment or transaction,
     including, without limitation, transactions for borrowings and capital
     expenditures, which are not in the ordinary course of the Company's
     business, (ii) declared or paid any dividends or other distributions, (iii)
     established compensation or employee benefit plans, or (iv) redeemed or
     issued any equity securities.

          (g) Since December 31, 2003, no agreement or license relating to the
     business, operations or employee relations of the Company or any of its
     Properties shall have been terminated, modified, revoked, breached or
     declared to be in default, the termination, modification, revocation,
     breach or default under which, in the reasonable judgment of the
     Administrative Agent, would result in a Material Adverse Effect.

          (h) The Administrative Agent shall have received evidence satisfactory
     to it in its sole discretion that the waivers or consents specified in
     SCHEDULE 3.3 have been duly obtained.

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

<PAGE>

                                      -61-


          (j) The Administrative Agent shall have received an Officer's
     Certificate duly executed by the President, a Vice President or a Financial
     Officer of the Company certifying as to pro forma compliance with the
     financial covenants in Section 6.1 as of the Closing Date (taking into
     account any Credit Event to occur on such date).

          (k) The Listed Shares shall be listed for trading on the New York
     Stock Exchange, Inc.

          (l) The Administrative Agent shall have received (i) all certificates
     and other information it shall reasonably request to verify that all
     Eligible Projects and Unencumbered Eligible Projects satisfy the
     requirements set forth in the definitions thereof and any other provisions
     of this Agreement and (ii) current certificates of insurance as to all of
     the insurance maintained by the Company and its Subsidiaries on the
     Properties from the insurer or an independent insurance broker or a
     schedule of insurance from the Company, identifying insurers, types of
     insurance, insurance limits, and policy terms, and such further information
     and certificates from the Company, its insurers and insurance brokers as
     the Administrative Agent may reasonably request.

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

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

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

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

          (c) The Borrowers shall not have received written notice from the
     Required Lenders that an event has occurred since the date of this
     Agreement which has had, and continues to have, or is reasonable likely to
     have, a Material Adverse Effect.

          (d) The Administrative Agent shall have received an Officer's
     Certificate duly executed by the President, a Vice President or a Financial
     Officer of the Company as to the pro forma financial covenant compliance
     required by Section 6.1(i).

          (e) No law, regulation or order of any Governmental Authority shall
     prohibit, enjoin or restrain any Lender from making such Borrowing or
     participating

<PAGE>

                                      -62-


in the issuance, amendment, renewal or extension of such Letter of Credit, as
reasonably determined by such Lender.

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

                                   ARTICLE V.

                              AFFIRMATIVE COVENANTS

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

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

          (a) Quarterly Reports.

               (i) Company Quarterly Financial Reports. As soon as practicable,
          and in any event within forty-five (45) days after the end of each
          fiscal quarter in each fiscal year (other than the last fiscal quarter
          in each fiscal year), the Financial Statements of the Company and its
          subsidiaries on Form 10-Q as at the end of such period and a report
          setting forth in comparative form the corresponding figures for the
          corresponding period of the previous fiscal year, certified by a
          Financial Officer of the Company as fairly presenting the consolidated
          and, for so long as such statements are prepared in the ordinary
          course of business, consolidating, financial position of the Company
          and its Subsidiaries as at the date indicated and the results of their
          operations and cash flow for the period indicated in accordance with
          GAAP, subject to normal quarterly adjustments.

               (ii) Quarterly Compliance Certificates. Together with each
          delivery of any quarterly report pursuant to paragraph (a)(i) of this
          Section 5.1, an Officer's Certificate of the Company (the "QUARTERLY
          COMPLIANCE CERTIFICATES"), signed by a Financial Officer of the
          Company, substantially in the form of EXHIBIT H hereto, representing
          and certifying (1) that the Financial Officer of the Company signatory
          thereto has reviewed the terms of the Loan Documents, and has made, or
          caused to be made, under his/her supervision, a review in reasonable
          detail of the Transactions and consolidated and, for so long as such
          statements are prepared in the ordinary course of business,
          consolidating financial condition of the Company and its Subsidiaries
          during the fiscal quarter covered by such reports, that such review
          has not disclosed the existence during or at the end of such fiscal
          quarter, and that such officer does not have knowledge of the
          existence as at the date of such Officer's Certificate, of any
          condition or event which constitutes a Default or mandatory prepayment
          event, or, if any such condition or event existed or exists,

<PAGE>

                                      -63-


          specifying the nature and period of existence thereof and what action
          the Company or any of its Subsidiaries has taken, is taking and
          proposes to take with respect thereto, (2) the calculations (with such
          specificity as the Administrative Agent may reasonably request) for
          the period then ended which demonstrate compliance with the covenants
          and financial ratios set forth in Article VI and, when applicable,
          that no Event of Default described in Section 7.1 exists, (3) a
          schedule of the Company's outstanding Indebtedness, including the
          amount, maturity, interest rate and amortization requirements, as well
          as such other information regarding such Indebtedness as may be
          reasonably requested by the Administrative Agent, (4) a schedule of
          Adjusted Total EBITDA, (5) a schedule of Adjusted Unencumbered Total
          EBITDA, and (6) calculations, in the form of EXHIBIT F attached
          hereto, evidencing compliance with each of the financial covenants set
          forth in Article VI.

          (b) Annual Reports.

               (i) Company Financial Statements. As soon as practicable, and in
          any event within ninety (90) days after the end of each fiscal year,
          (i) the Financial Statements of the Company and its Subsidiaries on
          Form 10-K as at the end of such fiscal year and a report setting forth
          in comparative form the corresponding figures from the consolidated
          Financial Statements of the Company and its Subsidiaries for the prior
          fiscal year; (ii) a report with respect thereto of
          PricewaterhouseCoopers LLP or other independent certified public
          accountants acceptable to the Administrative Agent, which report shall
          be unqualified and shall state that such financial statements fairly
          present the consolidated and, for so long as such statements are
          prepared in the ordinary course of business, consolidating financial
          position of each of the Company and its Subsidiaries as at the dates
          indicated and the results of their operations and cash flow for the
          periods indicated in conformity with GAAP applied on a basis
          consistent with prior years (except for changes with which
          PricewaterhouseCoopers LLP or any such other independent certified
          public accountants, if applicable, shall concur and which shall have
          been disclosed in the notes to such financial statements) (which
          report shall be subject to the confidentiality limitations set forth
          herein); and (iii) in the event that the report referred to in clause
          (ii) above is qualified, a copy of the management letter or any
          similar report delivered to the Company or to any officer or employee
          thereof by such independent certified public accountants in connection
          with such financial statements. The Administrative Agent and each
          Lender (through the Administrative Agent) may, with the consent of the
          Company (which consent shall not be unreasonably withheld),
          communicate directly with such accountants, with any such
          communication to occur together with a representative of the Company,
          at the expense of the Administrative Agent (or the Lender requesting
          such communication), upon reasonable notice and at reasonable times
          during normal business hours.

               (ii) Annual Compliance Certificates. Together with each delivery
          of any annual report pursuant to clause (i) of this Section 5.1(b), an
          Officer's Certificate of the Company (the "ANNUAL COMPLIANCE
          CERTIFICATE" and, collectively with the Quarterly Compliance
          Certificate, the "COMPLIANCE CERTIFICATES"), signed by the Company's
          Financial Officer, substantially in the form of EXHIBIT H hereto,

<PAGE>

                                      -64-


          representing and certifying (1) that the officer signatory thereto has
          reviewed the terms of the Loan Documents, and has made, or caused to
          be made under his/her supervision, a review in reasonable detail of
          the Transactions and consolidated and, for so long as such statements
          are prepared in the ordinary course of business, consolidating
          financial condition of the Company and its Subsidiaries, during the
          accounting period covered by such reports, that such review has not
          disclosed the existence during or at the end of such accounting
          period, and that such officer does not have knowledge of the existence
          as at the date of such Officer's Certificate, of any condition or
          event which constitutes a Default or mandatory prepayment event, or,
          if any such condition or event existed or exists, specifying the
          nature and period of existence thereof and what action the Company or
          any of its Subsidiaries has taken, is taking and proposes to take with
          respect thereto, (2) the calculations (with such specificity as the
          Administrative Agent may reasonably request) for the period then ended
          which demonstrate compliance with the covenants and financial ratios
          set forth in Article VI and, when applicable, that no Event of Default
          described in Section 7.1 exists, (3) a schedule of the Company's
          outstanding Indebtedness including the amount, maturity, interest rate
          and amortization requirements, as well as such other information
          regarding such Indebtedness as may be reasonably requested by the
          Administrative Agent, (4) a schedule of Adjusted Total EBITDA, (5) a
          schedule of Adjusted Unencumbered Total EBITDA, and (6) calculations,
          in the form of EXHIBIT F attached hereto, evidencing compliance with
          each of the financial covenants set forth in Article VI hereof.

          (c) Tenant Bankruptcy Reports. As soon as practicable, and in any
     event within ninety (90) days after the end of each fiscal year, a written
     report, in form reasonably satisfactory to the Administrative Agent, of all
     bankruptcy proceedings filed by or against any tenant of any of the
     Projects, which tenant occupies two percent (2%) or more of the gross
     leasable area in the Projects in the aggregate. The Company shall deliver
     to the Administrative Agent and the Lenders, promptly upon the Company's
     learning thereof, notice of any bankruptcy proceedings filed by or against,
     or the cessation of business or operations of, any tenant of any of the
     Projects which tenant occupies two percent (2%) or more of the gross
     leasable area in the Projects in the aggregate.

          (d) Concurrently with any delivery of financial statements under
     clause (b) above, a certificate of the accounting firm that reported on
     such financial statements stating whether they obtained knowledge during
     the course of their examination of such financial statements of any Default
     (which certificate may be limited to the extent required by accounting
     rules or guidelines).

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

          (f) Within 45 days after the end of each fiscal quarter of the
     Company, a reasonably detailed description of each acquisition of any Real
     Property by the

<PAGE>

                                      -65-


     Consolidated Businesses or any Joint Venture made during such preceding
     calendar quarter, all certified by a Financial Officer.

     SECTION 5.2. NOTICES OF MATERIAL EVENTS. (a) The Company will furnish to
the Administrative Agent and each Lender prompt written notice of the following:


               (i) the occurrence of any Default;

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

               (iii) the occurrence of any ERISA Event that, alone or together
          with any other ERISA Events that have occurred, could reasonably be
          expected to result in liability of the Company and its Subsidiaries in
          an aggregate amount exceeding $250,000; and

               (iv) the receipt of any notice or the occurrence of any event
          that could reasonably be expected to result in an Environmental
          Liability of the Company and its Subsidiaries in an aggregate amount
          exceeding $1,000,000; and

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

          (b) The Company shall deliver to the Administrative Agent and the
     Lenders written notice of each of the following events affecting the
     Company or its Subsidiaries not less than five (5) Business Days prior to
     the occurrence thereof: (i) a sale, transfer or other disposition of any
     Unencumbered Eligible Project, (ii) a sale, transfer or other disposition
     of other assets, in a single transaction or series of related transactions,
     for consideration in excess of $50,000,000, (iii) an acquisition of assets,
     in a single transaction or series of related transactions, for
     consideration in excess of $50,000,000, (iv) the grant of a Lien securing
     obligations greater than $20,000,000 with respect to any Unencumbered
     Eligible Project, and (v) the grant of a Lien with respect to other assets,
     in a single transaction or series of related transactions, in connection
     with Indebtedness aggregating an amount in excess of $50,000,000. In
     addition, simultaneously with delivery of any such notice, the Company
     shall deliver to the Administrative Agent a certificate of a Financial
     Officer certifying that the Company is in compliance with this Agreement
     and the other Loan Documents both on a historical basis and on a pro forma
     basis, exclusive of the property sold, transferred or encumbered and
     inclusive of the property to be acquired or the indebtedness to be
     incurred. To the extent such proposed transaction would result in a failure
     to comply with the financial covenants set forth herein, proceeds of such
     transaction (together with such additional amounts as may be required), in
     an amount, as determined by the Administrative Agent, equal to that which
     would be required to reduce the Obligations so that Company will be in
     compliance with the covenants set forth herein upon the consummation of the

<PAGE>

                                      -66-


     contemplated transaction, shall be paid by the Borrowers and applied to
     prepay the Obligations.

          (c) The Company shall promptly notify the Administrative Agent and the
     Lenders upon obtaining knowledge of the bankruptcy or cessation of
     operations of any tenant to which greater than two percent (2%) of the
     Company's share of annual base rent is attributable.

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

     SECTION 5.3. EXISTENCE; CONDUCT OF BUSINESS. The Company will, and will
cause each of its Subsidiaries to, do or cause to be done all things necessary
to preserve, renew and keep in full force and effect its legal existence and the
rights, licenses, permits, privileges and franchises material to the conduct of
its business. No Borrower will at any time cause or permit its certificate of
formation, limited liability company agreement, certificate of limited
partnership, partnership agreement, articles of incorporation, by-laws, or other
charter documents, as the case may be, to be modified, amended or supplemented
in any respect whatsoever, without, in each case, the express prior written
consent or approval of the Administrative Agent, if such changes would
materially adversely affect the rights of the Administrative Agent or the
Lenders hereunder or under any of the other Loan Documents; provided that if
such prior consent or approval is not required, such Borrower shall nonetheless
notify the Administrative Agent in writing promptly after such event.

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

     SECTION 5.5. MAINTENANCE OF PROPERTIES; INSURANCE. (a) The Company will,
and will cause each of its Subsidiaries to, keep and maintain (or cause to be
kept and maintained) all property material to the conduct of its business in
good working order and condition, ordinary wear and tear excepted.

          (b) The Company and its Subsidiaries will maintain, or will cause
     tenants of Projects to maintain, with financially sound and reputable
     insurers, insurance with respect to its properties and its business against
     general liability, property casualty and such casualties and contingencies
     as shall be commercially reasonable and in accordance with the customary
     and general practices of businesses having similar operations and real
     estate portfolios in similar geographic areas and in amounts,

<PAGE>

                                      -67-


     containing such terms, in such forms and for such periods as may be
     reasonable and prudent for such businesses, including without limitation,
     insurance policies and programs sufficient to cover (i) the replacement
     value of the improvements at Projects owned by the Company and its
     Subsidiaries (less commercially reasonable deductible amounts) and (ii)
     liability risks associated with such ownership (less commercially
     reasonable deductible amounts).

     SECTION 5.6. BOOKS AND RECORDS; INSPECTION RIGHTS. The Company will, and
will cause each of its Subsidiaries to, keep proper books of record and account
in which full, true and correct entries are made of all dealings and
transactions in relation to its business and activities. The Company will, and
will cause each of its Subsidiaries to, permit any representatives designated by
the Administrative Agent or any Lender, upon reasonable prior notice, to visit
and inspect its properties, to examine and make extracts from its books and
records, and to discuss its affairs, finances and condition with its officers
and independent accountants, all at such reasonable times and as often as
reasonably requested.

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

     SECTION 5.8. USE OF PROCEEDS AND LETTERS OF CREDIT. No Letters of Credit
and no part of the proceeds of any Loan will be used, whether directly or
indirectly, for any purpose that entails a violation of any of the Regulations
of the Board, including Regulations U and X. The proceeds of the Loans will be
used only for the purposes of:

          (a) acquisition of Projects or Joint Venture Holdings;

          (b) renovation of Properties owned by the Company or its consolidated
     Subsidiaries;

          (c) funding of TI Work and Tenant Allowances;

          (d) financing expansions, renovations and new construction related to
     Properties owned by the Company or its consolidated Subsidiaries;

          (e) refinancing or repayment of existing or future Indebtedness for
     borrowed money;

          (f) working capital needs of the Company and other general corporate
     purposes;

          (g) investments in Mortgage Assets;

          (h) redemptions or purchases by the Company of Listed Shares; and

<PAGE>

                                      -68-


          (i) making loans to and investments in CPA REITs; provided that such
     loans and investments do not exceed $50,000,000 in the aggregate.

     SECTION 5.9. COMPANY STATUS. The Company shall at all times (i) remain a
publicly traded company with securities listed on the New York Stock Exchange;
(ii) retain direct or indirect control of each of the Subsidiary Partnerships;
and (iii) retain 100% ownership of all other Borrowers hereunder.

     SECTION 5.10. ADDITIONAL BORROWERS; SOLVENCY OF BORROWERS.

          (a) If, after the Closing Date, a Subsidiary that is not a Borrower
     acquires any Project that then or thereafter would qualify under the
     definition of Unencumbered Eligible Project if such Subsidiary were a
     Borrower or a Management Contract that is to be included in Total
     Unencumbered Value, then the Company shall cause such Subsidiary to become
     a Borrower under this Agreement and to execute and deliver an instrument of
     adherence to this Agreement in substantially the form of EXHIBIT I hereto.

          (b) The Company and the other Borrowers are Solvent. The Company and
     the other Borrowers each acknowledge that, subject to the indefeasible
     payment and performance in full of the Obligations, the rights of
     contribution among each of them are in accordance with applicable laws and
     in accordance with each such Person's benefits under the Loans and this
     Agreement.

          (c) Other than during the continuance of a Default, at the request of
     the Company following the delivery of the notice and certificate of a
     Financial Officer in accordance with Section 5.2(b), a Borrower shall be
     released by the Administrative Agent from its obligations as a borrower
     hereunder if and when all of the Projects owned or ground-leased by such
     Borrower shall cease (not thereby creating a Default) to be an Unencumbered
     Eligible Project; provided the foregoing shall never permit the release of
     the Company.

     SECTION 5.11. FURTHER ASSURANCES. The Company and the other Borrowers will
cooperate with, and will cause each of the Subsidiaries to cooperate with, the
Administrative Agent and the Lenders and execute such further instruments and
documents as the Lenders or the Administrative Agent shall reasonably request to
carry out to their reasonable satisfaction the transactions contemplated by this
Agreement and the other Loan Documents.

     SECTION 5.12. DISTRIBUTIONS IN THE ORDINARY COURSE. In the ordinary course
of business the Company causes all of its Subsidiaries to make transfers of net
cash and cash equivalents upstream to the Company, and the Company shall
continue to follow such ordinary course of business. The Company shall not make
net transfers of cash and cash equivalents downstream to its Subsidiaries except
in the ordinary course of business consistent with past practice.

<PAGE>

                                      -69-


     SECTION 5.13. ERISA COMPLIANCE. The Borrowers shall, and shall cause each
of the Subsidiaries and ERISA Affiliates to, establish, maintain and operate all
Plans to comply in all material respects with the provisions of ERISA, the Code,
all other applicable laws, and the regulations and interpretations thereunder
and the respective requirements of the governing documents for such Plans.

                                   ARTICLE VI.

                               NEGATIVE COVENANTS

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

     SECTION 6.1. INDEBTEDNESS AND OTHER FINANCIAL COVENANTS

          (a) Indebtedness. As of the first day of each calendar quarter, (i)
     Total Outstanding Indebtedness shall not exceed fifty-five percent (55%) of
     Total Value, (ii) the sum, without duplication, of (A) Total Secured
     Outstanding Indebtedness plus (B) Indebtedness of the Subsidiaries which is
     permitted under clause (iv) of the second sentence of Section 6.1(g), shall
     not exceed forty percent (40%) of the Total Value, and (iii) Total
     Unsecured Outstanding Indebtedness shall not exceed fifty percent (50%) of
     the Total Unencumbered Value.

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

          (c) Minimum Consolidated Interest Coverage Ratio. As of the first day
     of each calendar quarter for the immediately preceding calendar quarter,
     the ratio of (i) the sum of Adjusted Total EBITDA for such preceding
     calendar quarter, to (ii) Total Interest Expense for such quarter shall not
     be less than 2.25 to 1.0.

          (d) Minimum Unsecured Interest Coverage Ratio. As of the first day of
     each calendar quarter, the ratio of (i) Adjusted Unencumbered Total EBITDA
     for the preceding calendar quarter to (ii) Unsecured Interest Expense for
     the preceding calendar quarter shall not be less than 2.5 to 1.0.

          (e) Minimum Fixed Charge Coverage Ratio. As of the first day of each
     calendar quarter, the ratio of (i) Adjusted Total EBITDA for the preceding
     calendar quarter, to (ii) Fixed Charges for the preceding calendar quarter
     shall not be less than 2.0 to 1.0

<PAGE>

                                      -70-


          (f) Maximum Dividend Payout Ratio. The Company shall not make any
     Restricted Payment during any fiscal quarter, which, when added to all
     Restricted Payments made during such fiscal quarter and the three
     immediately preceding fiscal quarters, exceeds ninety percent (90%) of
     Adjusted Total EBITDA for the four preceding fiscal quarters. For purposes
     of this provision, "RESTRICTED PAYMENT" means (i) any dividend or other
     distribution on any equity securities of the Company (except dividends
     payable solely in equity securities of the Company or in rights to
     subscribe for or purchase equity securities of the Company) or (ii) any
     payment on account of the purchase, redemption, retirement or acquisition
     of (a) any equity securities of the Company or (b) any option, warrant or
     other right to acquire equity securities of the Company.

          (g) Recourse Indebtedness. The Company will not create, incur, assume
     or permit to exist any Secured Indebtedness other than (i) Nonrecourse
     Indebtedness and (ii) Indebtedness that is recourse to the Company in an
     aggregate amount not to exceed $25,000,000 outstanding at any time. The
     Company will not permit any Subsidiary to, and no Subsidiary shall, create,
     incur, assume or permit to exist any Indebtedness other than (i)
     Indebtedness of any Subsidiary to the Company evidenced by a promissory
     note (an "INTERCOMPANY NOTE") in the form of EXHIBIT G hereto, (ii)
     Nonrecourse Indebtedness, (iii) Indebtedness of a Subsidiary (other than a
     Subsidiary Partnership) to a Subsidiary (other than a Subsidiary
     Partnership) and (iv) Indebtedness that is recourse to such Subsidiary, but
     only if such Subsidiary is not a Borrower, was formed solely to own a
     particular Project, and does not engage in any business other than the
     ownership of such Project.

          (h) Negative Pledge. From and after the date hereof, no Borrower shall
     enter into or permit to exist, and the Company will not permit any
     Subsidiary to enter into or permit to exist, and no Subsidiary shall enter
     into or permit to exist, any agreement (i) containing any provision
     prohibiting the creation or assumption of any Lien upon its properties
     (other than mechanics liens or judgment liens more than 30 days past due
     and other than with respect to prohibitions on liens set forth in a
     mortgage on a particular property), revenues or assets, whether now owned
     or hereafter acquired, or (ii) restricting the ability of the Company or
     any Borrower to amend or modify this Agreement or any other Loan Document,
     or (iii) restricting the ability of any Subsidiary to make or pay dividends
     or distributions to the Company.

          (i) Pro Forma Calculations. The Company shall comply with the
     financial ratios set forth in Section 6.1(a) as of the date of each Credit
     Event. The Company shall recalculate such financial ratios by adding the
     amount equal to the Indebtedness associated with such Credit Event to the
     Indebtedness reflected on the most recently available financial statements,
     and adding thereto any Indebtedness incurred since the date of such
     financial statement and adding thereto the value of such assets (determined
     at cost)

<PAGE>

                                      -71-


     acquired with such Indebtedness to Total Value and, if applicable, Total
     Unencumbered Value. The Company shall deliver an Officer's Certificate,
     signed by the Financial Officer of the Company, certifying that the pro
     forma calculations as of the date of such Credit Event demonstrate the
     Company's compliance with the covenants and financial ratios set forth in
     Section 6.1(a).

     SECTION 6.2. LIENS. No Borrower shall and the Company will not permit any
Subsidiary to, create, incur, assume or permit to exist any Lien on any property
or asset now owned or hereafter acquired by it, or assign or sell any income or
revenues (including accounts receivable) or rights in respect of any thereof,
except:

          (a) Permitted Encumbrances;

          (b) Liens with respect to Capital Leases of equipment entered into in
     the ordinary course of business of the Company pursuant to which the
     aggregate Indebtedness under such Capital Leases does not exceed $50,000
     for any Project; and

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

     SECTION 6.3. FUNDAMENTAL CHANGES. (a) No Borrower shall, and the Company
will not permit any Subsidiary to, merge into or consolidate with any other
Person, or permit any other Person to merge into or consolidate with it, or
sell, transfer, lease or otherwise dispose of (in one transaction or in a series
of transactions) all or substantially all of its assets, or all or substantially
all of the stock of any of its Subsidiaries (in each case, whether now owned or
hereafter acquired), or liquidate or dissolve, except (i) in connection with the
issuance, transfer, conversion or repurchase of limited liability company
interests in the Company, (ii) if at the time thereof and immediately after
giving effect thereto no Default shall have occurred and be continuing, any
Person may merge into the Company or a Subsidiary in a transaction in which the
Company or a Subsidiary is the surviving corporation, (iii) any Subsidiary may
merge with any other Subsidiary; provided, that if any Subsidiary shall be
merged with a Subsidiary Partnership, the surviving Subsidiary shall be the
Subsidiary Partnership or shall become a Borrower under this Agreement, and (iv)
the sale of stock of a Subsidiary (other than a Subsidiary Partnership), subject
to the requirements set forth in Section 5.2(b).

          (b) No Borrower shall, and the Company will not permit any of its
     Subsidiaries to, engage to any material extent in any business other than
     businesses of the type conducted by the Company and its Subsidiaries on the
     date of execution of this Agreement and businesses reasonably related
     thereto.

     SECTION 6.4. INVESTMENTS, LOANS, ADVANCES, GUARANTEES AND ACQUISITIONS. No
Borrower shall, and the Company will not permit any of its Subsidiaries to,
purchase, hold or acquire (including pursuant to any merger with any Person that
was not a wholly owned Subsidiary prior to such merger) any capital stock,
evidences of indebtedness or other securities (including any option,

<PAGE>

                                      -72-


warrant or other right to acquire any of the foregoing) of, make or permit to
exist any loans or advances to, Guarantee any obligations of, or make or permit
to exist any investment or any other interest in any other Person, or purchase
or otherwise acquire (in one transaction or a series of transactions) any assets
of any other Person constituting a business unit, except:

          (a) Permitted Investments;

          (b) investments in Real Property (except as otherwise limited in this
     Section 6.4);

          (c) investments (including loans and advances) in or to the
     Subsidiaries (including the CPA REITs);

          (d) investments in Joint Ventures which are not Subsidiaries;

          (e) investments in notes secured by mortgages on any Real Property of
     any Person;

          (f) investments in Real Property under construction;

          (g) investments in Real Property consisting of undeveloped land;
     provided that the aggregate amount of investments in Real Property
     consisting of undeveloped land shall not exceed 5% of Total Value;

          (h) investments in Permitted REIT Investments; provided that the
     aggregate amount of investments in Permitted REIT Investments shall not
     exceed $50,000,000 (valued at historical cost);

          (i) investments in Marketable Securities; provided that the aggregate
     amount of investments in Marketable Securities shall not exceed
     $50,000,000;

          (j) investments in securities of tenants under Leases, including any
     capital stock, warrants, stock options or other equity securities of such
     tenants and any underlying security thereof, acquired in connection with or
     arising out of a leasing transaction with such tenant and any subsequent
     exercise of such warrant or stock options and the ownership of such
     underlying security thereof;

          (k) Guarantees by the Company or one of its Subsidiaries of the
     Indebtedness or other obligations of a wholly-owned Subsidiary, so long as
     the Indebtedness under such Guarantees is not otherwise prohibited by this
     Article VI (excluding this Section 6.4);

<PAGE>

                                      -73-


          (l) loans and advances by the Company to employees for moving, travel
     and other business expenses and Guarantees by the Company of the
     obligations of Joint Ventures and third parties; provided that the
     aggregate outstanding amount of such loans, advances and Guarantees does
     not exceed $25,000,000 at any time; and

          (m) advances or distributions not prohibited by Section 5.12.

Notwithstanding the foregoing, investments of the types set forth in clauses (d)
through (f) (other than, in the case of clause (f), Real Property under
construction that is being built to suit a tenant under an Eligible Lease) shall
not exceed 15% of Total Value for such single type of investment, and the
aggregate investments of the types set forth in clauses (d), (e), and (f) above
(other than, in the case of clause (f), Real Property under construction that is
being built to suit a tenant under an Eligible Lease) and (g) above shall not
exceed 25% of Total Value.

     SECTION 6.5. HEDGING AGREEMENTS. No Borrower shall, and the Company will
not permit any of its Subsidiaries to, enter into any Hedging Agreement, other
than Hedging Agreements entered into in the ordinary course of business to hedge
or mitigate risks to which the Company or any Subsidiary is exposed in the
conduct of its business or the management of its liabilities.

     SECTION 6.6. ERISA. The Borrowers shall not, and shall not permit any of
the Subsidiaries or ERISA Affiliates to:

          (a) engage in any prohibited transaction described in Sections 406 of
     ERISA or 4975 of the Code for which a statutory or class exemption is not
     available or a private exemption has not been previously obtained from the
     United States Department of Labor, except to the extent engaging in such
     transaction would not have a Material Adverse Effect;

          (b) permit to exist any accumulated funding deficiency (as defined in
     Sections 302 of ERISA and 412 of the Code), with respect to any Plan,
     whether or not waived;

          (c) fail to pay timely required contributions or annual installments
     due with respect to any waived funding deficiency to any Plan;

          (d) terminate any Plan which would result in any liability of any
     Borrower or any ERISA Affiliate under Title IV of ERISA;

          (e) fail to make any contribution or payment to any Multiemployer Plan
     which any Borrower or any ERISA Affiliate may be required to make under any
     agreement relating to such Multiemployer Plan, or any law pertaining
     thereto, except to the extent such failure would not have a Material
     Adverse Effect;

<PAGE>

                                      -74-


          (f) fail to pay any required installment or any other payment required
     under Section 412 of the Code on or before the due date for such
     installment or other payment; or

          (g) amend a Plan resulting in an increase in current liability for the
     plan year such that any Borrower or any ERISA Affiliate is required to
     provide security to such Plan under Section 401(a)(29) of the Code.

     SECTION 6.7. MARGIN REGULATIONS; SECURITIES LAWS. Neither the Company nor
any of its Subsidiaries shall use all or any portion of the proceeds of any
credit extended under this Agreement to purchase or carry Margin Stock.

     SECTION 6.8. TRANSACTIONS WITH AFFILIATES. Neither the Company nor any of
its Subsidiaries shall directly or indirectly enter into or permit to exist any
transaction (including, without limitation, the purchase, sale, lease or
exchange of any property or the rendering of any service) with any holder or
holders of more than five percent (5%) of any class of equity securities of the
Company, or with any Affiliate of the Company which is not its Subsidiary, on
terms that are determined by the board of directors of the Company to be less
favorable to the Company or any of its Subsidiaries, as applicable, than those
that might be obtained in an arm's length transaction at the time from Persons
who are not such a holder or Affiliate. Nothing contained in this Section 6.8
shall prohibit (a) increases to compensation and benefits for officers and
employees of the Company or any of its Subsidiaries which are customary in the
industry or consistent with the past business practice of the Company or such
Subsidiary, provided that no Default has occurred and is continuing; (b) payment
of customary partners' indemnities; (c) performance of any obligations arising
under the Loan Documents; and (d) any Restricted Payment permitted by Section
6.1(f).

                                  ARTICLE VII.

                                EVENTS OF DEFAULT

     SECTION 7.1. If any of the following events ("EVENTS OF DEFAULT") shall
occur:

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

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

          (c) any representation or warranty made or deemed made by or on behalf
     of the Company or any Subsidiary in or in connection with this Agreement or
     any other Loan Document or any amendment or modification

<PAGE>

                                      -75-


     hereof or thereof or waiver hereunder or thereunder, or in any report,
     certificate, financial statement or other document furnished pursuant to or
     in connection with this Agreement or any other Loan Document or any
     amendment or modification hereof or thereof or waiver hereunder or
     thereunder, shall prove to have been incorrect when made or deemed made or
     furnished;

          (d) the Company or any Subsidiary shall fail to observe or perform any
     covenant, condition or agreement contained in Article V or in Article VI or
     any covenant, condition or agreement in any Loan Document that becomes
     effective upon an Event of Default;

          (e) the Company or any Subsidiary shall fail to observe or perform any
     covenant, condition or agreement contained in this Agreement or any other
     Loan Document (other than those specified in clause (a), (b) or (d) of this
     Article), and such failure shall continue unremedied for a period of 30
     days after notice thereof from the Administrative Agent to the Company
     (which notice will be given at the request of any Lender);

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

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

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

          (i) the Company or any Subsidiary shall (i) voluntarily commence any
     proceeding or file any petition seeking liquidation, reorganization or
     other relief under any Federal, state or foreign bankruptcy, insolvency,

<PAGE>

                                      -76-


     receivership or similar law now or hereafter in effect, (ii) consent to the
     institution of, or fail to contest in a timely and appropriate manner, any
     proceeding or petition described in clause (h) of this Article, (iii) apply
     for or consent to the appointment of a receiver, trustee, custodian,
     sequestrator, conservator or similar official for the Company or any
     Subsidiary or for a substantial part of its assets, (iv) file an answer
     admitting the material allegations of a petition filed against it in any
     such proceeding, (v) make a general assignment for the benefit of creditors
     or (vi) take any action for the purpose of effecting any of the foregoing;

          (j) the Company or any Subsidiary shall become unable, admit in
     writing or fail generally to pay its debts as they become due;

          (k) one or more judgments for the payment of money in an aggregate
     amount in excess of $3,000,000 (excluding judgments entered in respect of
     Nonrecourse Indebtedness and judgments entered in respect of Indebtedness
     permitted under clause (iv) of the second sentence of Section 6.1(g)) shall
     be rendered against the Company, any Subsidiary or any combination thereof
     and the same shall remain undischarged for a period of 30 consecutive days
     during which execution shall not be effectively stayed, or any action shall
     be legally taken by a judgment creditor to attach or levy upon any assets
     of the Company or any Subsidiary to enforce any such judgment;

          (l) an ERISA Event shall have occurred that, in the opinion of the
     Required Lenders, when taken together with all other ERISA Events that have
     occurred, could reasonably be expected to result in liability of the
     Company or any Subsidiary in an aggregate amount exceeding (i) $250,000 in
     any year or (ii) $500,000 for all periods;

          (m) a Change in Control shall occur;

          (n) an event shall occur which has a Material Adverse Effect; or

          (o) the Company shall merge or liquidate with or into any other Person
     and, as a result thereof and after giving effect thereto, (i) the Company
     is not the surviving Person or (ii) such merger or liquidation would effect
     an acquisition of or investment in any Person not otherwise permitted under
     the terms of this Agreement;

then, and in every such event (other than an event with respect to any of the
Borrowers described in clause (h) or (i) of this Article), and at any time
thereafter during the continuance of such event, the Administrative Agent may,
and at the request of the Required Lenders shall, by notice to the Borrowers,
take one or more of the following actions, at the same or different times: (i)
terminate the Commitments, and thereupon the Commitments shall terminate
immediately, and (ii) declare the Loans then outstanding to be due and payable
in whole (or in part, in which case any principal not so declared to be due and
payable may thereafter be

<PAGE>

                                      -77-


declared to be due and payable), and thereupon the principal of the Loans so
declared to be due and payable, together with accrued interest thereon and all
fees and other obligations of the Borrowers accrued hereunder, shall become due
and payable immediately, without presentment, demand, protest or other notice of
any kind, all of which are hereby waived by the Borrowers, (iii) require cash
collateral as contemplated by Section 2.6(j), and (iv) enforce any rights and
exercise any rights and remedies available under any Loan Document or otherwise;
and in the case of any event with respect to any of the Borrowers described in
clause (h) or (i) of this Article, the Commitments shall automatically terminate
and the principal of the Loans then outstanding, together with accrued interest
thereon and all fees and other obligations of the Borrowers accrued hereunder,
shall automatically become due and payable, without presentment, demand, protest
or other notice of any kind, all of which are hereby waived by the Borrowers.

                                  ARTICLE VIII.

                                   THE AGENTS

     SECTION 8.1. Each of the Lenders and the Issuing Bank hereby irrevocably
appoints the Administrative Agent, the Documentation Agent and the Syndication
Agents as its agents, in each agent's capacity as such agent, and authorizes the
Administrative Agent, the Documentation Agent and the Syndication Agents to take
such actions on its behalf and to exercise such powers as are delegated to the
Administrative Agent, the Documentation Agent and the Syndication Agents by the
terms hereof, together with such actions and powers as are reasonably incidental
thereto.

     The bank serving as the Administrative Agent, the Documentation Agent and
the Syndication Agents, as the case may be, hereunder shall have the same rights
and powers in its capacity as a Lender as any other Lender and may exercise the
same as though it were not the Administrative Agent, the Documentation Agent or
the Syndication Agents, and such bank and its Affiliates may accept deposits
from, lend money to and generally engage in any kind of business with the
Company or any Subsidiary or other Affiliate thereof as if it were not the
Administrative Agent, the Documentation Agent or the Syndication Agents
hereunder.

     The Administrative Agent, the Documentation Agent or the Syndication
Agents, as the case may be, shall not have any duties or obligations except
those expressly set forth herein. Without limiting the generality of the
foregoing, (a) the Administrative Agent, the Documentation Agent or the
Syndication Agents, as the case may be, shall not be subject to any fiduciary or
other implied duties, regardless of whether a Default has occurred and is
continuing, (b) the Administrative Agent, the Documentation Agent or the
Syndication Agents, as the case may be, shall not have any duty to take any
discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby that the Administrative Agent,
the Documentation Agent or a Syndication Agent, as the case may be, is required
to exercise in writing by the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary under the circumstances

<PAGE>

                                      -78-


as provided in Section 9.2), and (c) except as expressly set forth herein, the
Administrative Agent, the Documentation Agent or the Syndication Agents, as the
case may be, shall not have any duty to disclose, and shall not be liable for
the failure to disclose, any information relating to the Company or any of its
Subsidiaries that is communicated to or obtained by the bank serving as
Administrative Agent, the Documentation Agent or the Syndication Agents, as the
case may be, or any of its Affiliates in any capacity. The Administrative Agent,
the Documentation Agent or the Syndication Agents, as the case may be, shall not
be liable for any action taken or not taken by it with the consent or at the
request of the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary under the circumstances as provided in Section
9.2) or in the absence of its own gross negligence or willful misconduct. The
Administrative Agent, the Documentation Agent or the Syndication Agents, as the
case may be, shall be deemed not to have knowledge of any Default unless and
until written notice thereof is given to the Administrative Agent by the
Borrowers or a Lender, and the Administrative Agent, the Documentation Agent or
the Syndication Agents, as the case may be, shall not be responsible for or have
any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with this Agreement, (ii) the contents
of any certificate, report or other document delivered hereunder or in
connection herewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth herein, (iv) the
validity, enforceability, effectiveness or genuineness of this Agreement or any
other agreement, instrument or document, or (v) the satisfaction of any
condition set forth in Article IV or elsewhere herein, other than to confirm
receipt of items expressly required to be delivered to the Administrative Agent,
the Documentation Agent or the Syndication Agents, as the case may be.

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

     The Administrative Agent, the Documentation Agent or the Syndication
Agents, as the case may be, may perform any and all its duties and exercise its
rights and powers by or through any one or more sub-agents appointed by the
Administrative Agent, the Documentation Agent or the Syndication Agents, as the
case may be. The Administrative Agent and any such sub-agent may perform any and
all its duties and exercise its rights and powers through their respective
Related Parties. The exculpatory provisions of the preceding paragraphs shall
apply to any

<PAGE>

                                      -79-


such sub-agent and to the Related Parties of the Administrative Agent, the
Documentation Agent or the Syndication Agents, as the case may be, and any such
sub-agent of such Related Parties, and shall apply to their respective
activities in connection with the syndication of the credit facilities provided
for herein as well as activities as Administrative Agent, Documentation Agent or
Syndication Agents, as the case may be.

     Subject to the appointment and acceptance of a successor Administrative
Agent, Documentation Agent or Syndication Agent, as the case may be, as provided
in this paragraph, (a) the Administrative Agent, the Documentation Agent or a
Syndication Agent may resign at any time by notifying the Lenders, the Issuing
Bank and the Company and (b) the Required Lenders may remove the Administrative
Agent in the event of the Administrative Agent's gross negligence or willful
misconduct. Upon any such resignation or removal, the Required Lenders shall
have the right, in consultation with the Company (so long as no Event of Default
has occurred and is continuing), to appoint a successor. If no successor shall
have been so appointed by the Required Lenders and shall have accepted such
appointment within 30 days after the retiring Administrative Agent,
Documentation Agent or Syndication Agent, as the case may be, gives notice of
its resignation, then the retiring Administrative Agent, Documentation Agent or
Syndication Agent, as the case may be, may, on behalf of the Lenders and the
Issuing Bank, appoint a successor Administrative Agent, Documentation Agent or
Syndication Agent, as the case may be, which shall be a bank with an office in
New York, New York, or an Affiliate of any such bank; provided that such
successor Administrative Agent shall have total assets of not less than
$10,000,000,000. Upon the acceptance of its appointment as Administrative Agent,
Documentation Agent or Syndication Agent, as the case may be, hereunder by a
successor, such successor shall succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Administrative Agent,
Documentation Agent or Syndication Agent, as the case may be, and the retiring
Administrative Agent, Documentation Agent or Syndication Agent, as the case may
be, shall be discharged from its duties and obligations hereunder. The fees
payable by the Company to a successor Administrative Agent, Documentation Agent
or Syndication Agent, as the case may be, shall be the same as those payable to
its predecessor unless otherwise agreed between the Company and such successor.
After the resignation of the Administrative Agent, Documentation Agent or a
Syndication Agent, as the case may be, the provisions of this Article and
Section 9.3 shall continue in effect for the benefit of such retiring
Administrative Agent, Documentation Agent or Syndication Agent, as the case may
be, its sub-agents and their respective Related Parties in respect of any
actions taken or omitted to be taken by any of them while it was acting as
Administrative Agent, Documentation Agent or Syndication Agent, as the case may
be.

     Each Lender acknowledges that it has, independently and without reliance
upon the Administrative Agent, the Documentation Agent or the Syndication
Agents, as the case may be, or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Lender also acknowledges that it
will, independently and without reliance upon the Administrative Agent, the

<PAGE>

                                      -80-


Documentation Agent or the Syndication Agents, as the case may be, or any other
Lender and based on such documents and information as it shall from time to time
deem appropriate, continue to make its own decisions in taking or not taking
action under or based upon this Agreement, any related agreement or any document
furnished hereunder or thereunder.

                                   ARTICLE IX.

                                  MISCELLANEOUS

     SECTION 9.1. NOTICES. Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be, in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

          (a) if to the Company or any Borrower, to it at W.P. Carey & Co. LLC,
     50 Rockefeller Plaza, New York, New York 10020, Attention of John J. Park,
     Chief Financial Officer (Telecopy No. 212-977-3022);

          (b) if to the Administrative Agent, to JPMorgan Chase Bank, 1111
     Fannin, 10th Floor, Houston, Texas 77002, Attention: Lillie Washington,
     Loan and Agency Services (Telecopy No. (713) 750-2892), with copies to JP
     Morgan Chase Bank, 270 Park Avenue, New York, New York 10017, Attention:
     Marc E. Costantino (Telecopy No. (212) 270-0213), and JP Morgan Chase Bank,
     270 Park Avenue, New York 10017, Attention of William C. Veits, Esq.
     (Telecopy No (212) 270-1268);

          (c) if to the Issuing Bank, to JP Morgan Chase Bank, 1111 Fannin, 10th
     Floor, Houston, Texas 77002, Attention: Lillie Washington, Loan and Agency
     Services (Telecopy No. (713) 750-2892); and

          (d) if to any other Lender, to it at its address (or telecopy number)
     set forth in its Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto. All notices and
other communications given to any party hereto in accordance with the provisions
of this Agreement shall be deemed to have been given on the date of receipt.

     SECTION 9.2. WAIVERS; AMENDMENTS. (a) No failure or delay by the
Administrative Agent, the Issuing Bank or any Lender in exercising any right or
power hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. The rights
and remedies of the Administrative Agent, the Issuing Bank and the Lenders
hereunder are cumulative and are not exclusive of any rights or remedies that
they would otherwise have. No waiver of any provision of this Agreement or
consent to any departure by the Company or any

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                                      -81-


     Borrower therefrom shall in any event be effective unless the same shall be
     permitted by paragraph (b) of this Section, and then such waiver or consent
     shall be effective only in the specific instance and for the purpose for
     which given. Without limiting the generality of the foregoing, the making
     of a Loan or issuance of a Letter of Credit shall not be construed as a
     waiver of any Default, regardless of whether the Administrative Agent, any
     Lender or the Issuing Bank may have had notice or knowledge of such Default
     at the time.

          (b) Neither this Agreement nor any provision hereof may be waived,
     amended or modified except pursuant to an agreement or agreements in
     writing entered into by the Borrowers and the Required Lenders or by the
     Borrowers and the Administrative Agent with the consent of the Required
     Lenders; provided that no such agreement shall (i) change the Commitment of
     any Lender without the written consent of such Lender (other than pursuant
     to an assignment under Section 9.4 or a reduction of Commitments under
     Section 2.9), (ii) reduce the principal amount of any Loan or LC
     Disbursement or reduce the rate of interest thereon, or reduce any fees
     payable hereunder, without the written consent of each Lender affected
     thereby, (iii) postpone the scheduled date of payment of the principal
     amount of any Loan or LC Disbursement, or any interest thereon, or any fees
     payable hereunder, or reduce the amount of, waive or excuse any such
     payment, or postpone the scheduled date of expiration of any Commitment,
     without the written consent of each Lender affected thereby (other than
     extensions of the Maturity Date in accordance with Section 2.5), (iv)
     change Section 2.18(b) or (c) in a manner that would alter the pro rata
     sharing of payments required thereby, without the written consent of each
     Lender, or (v) change any of the provisions of this Section or the
     definition of "Required Lenders" or any other provision hereof specifying
     the number or percentage of Lenders required to waive, amend or modify any
     rights hereunder or make any determination or grant any consent hereunder,
     without the written consent of each Lender; provided further that no such
     agreement shall amend, modify or otherwise affect the rights or duties of
     the Administrative Agent, the Documentation Agent, the Syndication Agents,
     or the Issuing Bank hereunder without, in addition, the prior written
     consent of the Administrative Agent, the Documentation Agent, the
     Syndication Agents, or the Issuing Bank, as the case may be; provided,
     further, (x) that SCHEDULE 3.13 may be amended by the Company without the
     consent of the Required Lenders, solely to update such schedule to include
     or exclude Leases listed therein which constitute or cease to constitute
     Eligible Leases, and (y) SCHEDULES 1.1(A), 3.2 and 4.1(F) may be amended by
     the Company without the consent of the Required Lenders solely to update
     the information contained therein. Notwithstanding the foregoing, no
     amendment, waiver or consent shall, unless in writing and signed by the
     Designating Lender on behalf of its Designated Bank affected thereby, (a)
     subject such Designated Bank to any additional obligations, (b) reduce the
     principal of, interest on, or other amounts due with respect to, the
     Designated Bank Note made payable to such Designated Bank, or (c) postpone
     any date fixed for any payment of principal of, or interest on, or other
     amounts due with respect to, the Designated Bank Note made payable to the
     Designated Bank.

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                                      -82-


     SECTION 9.3. EXPENSES; INDEMNITY; DAMAGE WAIVER. (a) The Borrowers shall
pay (i) all reasonable out-of-pocket expenses incurred by the Administrative
Agent and its Affiliates, including the reasonable fees, charges and
disbursements of counsel for the Administrative Agent, in connection with the
syndication of the credit facilities provided for herein, the preparation and
administration of this Agreement or any amendments, modifications or waivers of
the provisions hereof (whether or not the transactions contemplated hereby or
thereby shall be consummated), (ii) all reasonable out-of-pocket expenses
incurred by the Issuing Bank in connection with the issuance, amendment, renewal
or extension of any Letter of Credit or any demand for payment thereunder and
(iii) all out-of-pocket expenses incurred by the Administrative Agent, the
Issuing Bank or any Lender, including the fees, charges and disbursements of any
counsel for the Administrative Agent, the Issuing Bank or any Lender, in
connection with the enforcement or protection of its rights in connection with
this Agreement, including its rights under this Section, or in connection with
the Loans made or Letters of Credit issued hereunder, including all such
out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans or Letters of Credit.

          (b) The Borrowers shall indemnify the Administrative Agent, the
     Issuing Bank and each Lender, and each Related Party of any of the
     foregoing Persons (each such Person being called an "INDEMNITEE") against,
     and hold each Indemnitee harmless from, any and all losses, claims,
     damages, liabilities and related expenses, including the fees, charges and
     disbursements of any counsel for any Indemnitee, incurred by or asserted
     against any Indemnitee arising out of, in connection with, or as a result
     of (i) the execution or delivery of this Agreement or any agreement or
     instrument contemplated hereby, the performance by the parties hereto of
     their respective obligations hereunder or the consummation of the
     Transactions or any other transactions contemplated hereby, (ii) any Loan
     or Letter of Credit or the use of the proceeds therefrom (including any
     refusal by the Issuing Bank to honor a demand for payment under a Letter of
     Credit if the documents presented in connection with such demand do not
     strictly comply with the terms of such Letter of Credit), (iii) any actual
     or alleged presence or release of Hazardous Materials on or from any
     property owned, leased or operated by the Company or any of its
     Subsidiaries, or any Environmental Liability related in any way to the
     Company or any of its Subsidiaries, or (iv) any actual or prospective
     claim, litigation, investigation or proceeding relating to any of the
     foregoing, whether based on contract, tort or any other theory and
     regardless of whether any Indemnitee is a party thereto; provided that such
     indemnity shall not, as to any Indemnitee, be available to the extent that
     such losses, claims, damages, liabilities or related expenses resulted from
     the gross negligence or willful misconduct of such Indemnitee.

          (c) To the extent that any Borrower fails to pay any amount required
     to be paid by it to the Administrative Agent or the Issuing Bank under
     paragraph (a) or (b) of this Section, each Lender severally agrees to pay
     to the Administrative Agent or the Issuing Bank, as the case may be, such
     Lender's Applicable Percentage (determined as of the time that the
     applicable unreimbursed expense or indemnity payment is sought) of such
     unpaid amount; provided that the unreimbursed expense

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                                      -83-


     or indemnified loss, claim, damage, liability or related expense, as the
     case may be, was incurred by or asserted against the Administrative Agent
     or the Issuing Bank in its capacity as such.

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

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

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

          (b) Any Lender may assign to one or more assignees all or a portion of
     its rights and obligations under this Agreement (including all or a portion
     of its Commitment and the Loans at the time owing to it); provided that (i)
     except in the case of an assignment to a Lender or a Lender Affiliate, each
     of the Borrowers (so long as no Event of Default has occurred and is
     continuing), the Administrative Agent and the Issuing Bank must give their
     prior written consent to such assignment (which consent shall not be
     unreasonably withheld), (ii) except in the case of an assignment to a
     Lender or a Lender Affiliate or an assignment of the entire remaining
     amount of the assigning Lender's Commitment, the amount of the Commitment
     of the assigning Lender subject to each such assignment (determined as of
     the date the Assignment and Acceptance with respect to such assignment is
     delivered to the Administrative Agent) shall not be less than $5,000,000
     unless each of the Company (so long as no Event of Default has occurred and
     is continuing) and the Administrative Agent otherwise consent, (iii) each
     partial assignment shall be made as an assignment of a proportionate part
     of all the assigning Lender's rights and obligations under this Agreement,
     except that this clause (iii) shall not apply to rights in respect of
     outstanding Competitive Loans, (iv) the parties to each assignment shall
     execute and deliver to the Administrative Agent an Assignment and
     Acceptance, together with a processing and recordation fee of $3,500, and
     (v) the assignee, if it shall not be a Lender, shall deliver to the
     Administrative Agent an

<PAGE>

                                      -84-


     Administrative Questionnaire. Subject to acceptance and recording thereof
     pursuant to paragraph (d) of this Section, from and after the effective
     date specified in each Assignment and Acceptance the assignee thereunder
     shall be a party hereto and, to the extent of the interest assigned by such
     Assignment and Acceptance, have the rights and obligations of a Lender
     under this Agreement, and the assigning Lender thereunder shall, to the
     extent of the interest assigned by such Assignment and Acceptance, be
     released from its obligations under this Agreement arising from and after
     the date of such assignment (and, in the case of an Assignment and
     Acceptance covering all of the assigning Lender's rights and obligations
     under this Agreement, such Lender shall cease to be a party hereto but
     shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17
     and 9.3). Any assignment or transfer by a Lender of rights or obligations
     under this Agreement that does not comply with this paragraph shall be
     treated for purposes of this Agreement as a sale by such Lender of a
     participation in such rights and obligations in accordance with paragraph
     (e) of this Section. If the consent of the Company or any of the other
     Borrowers is required pursuant to this Section 9.4, and the Company or such
     Borrower, as the case may be, does not respond to the Administrative
     Agent's request for consent within five Business Days of such request, the
     consent shall be deemed given.

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

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

          (e) Any Lender may, without the consent of or notice to the Borrowers,
     the Administrative Agent or the Issuing Bank, sell participations to one or
     more banks or other entities (a "PARTICIPANT") in all or a portion of such
     Lender's rights and obligations under this Agreement (including all or a
     portion of its Commitment and the Loans owing to it); provided that (i)
     such Lender's obligations under this Agreement shall remain unchanged, (ii)
     such Lender shall remain solely responsible to the other parties hereto for
     the performance of such obligations and (iii) the

<PAGE>

                                      -85-


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

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

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

          (h) Any Lender (each, a "DESIGNATING LENDER") may at any time
     designate one Designated Bank to fund Competitive Loans on behalf of such
     Designating Lender subject to the terms of this Section 9.4(h) and the
     provisions in 9.4(b) and (e) shall not apply to such designation. No Lender
     may designate more than one (1) Designated Bank. The parties to each such
     designation shall execute and deliver to the Administrative Agent for its
     acceptance a Designation Agreement. Upon such receipt of an appropriately
     completed Designation Agreement executed by a Designating Lender and a
     designee representing that it is a Designated Bank, the Administrative
     Agent will accept such Designation Agreement and will give prompt notice
     thereof to the Company, whereupon, (i) the Borrowers shall execute and
     deliver to the Designating Bank a Designated Bank Note payable to the order
     of the Designated Bank, (ii) from and after the effective date specified in
     the Designation Agreement, the Designated Bank shall become a party to this
     Agreement with a right to make Competitive Loans on behalf of its
     Designating Lender pursuant to Section 2.4 after the Borrowers have
     accepted a Competitive Loan (or portion

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                                      -86-


     thereof) of such Designating Lender, and (iii) the Designated Bank shall
     not be required to make payments with respect to any obligations in this
     Agreement except to the extent of excess cash flow of such Designated Bank
     which is not otherwise required to repay obligations of such Designated
     Bank which are then due and payable; provided, however, that regardless of
     such designation and assumption by the Designated Bank, the Designating
     Lender shall be and remain obligated to the Borrowers, the Administrative
     Agent, the Syndication Agents, the Documentation Agent and the other
     Lenders for each and every of the obligations of the Designating Lender and
     its related Designated Bank with respect to this Agreement, including,
     without limitation, any indemnification obligations hereunder and any sums
     otherwise payable to the Borrowers by the Designated Bank. Each Designating
     Lender shall serve as the administrative agent of the Designated Bank and
     shall on behalf of, and to the exclusion of, the Designated Bank: (i)
     receive any and all payments made for the benefit of the Designated Bank
     and (ii) give and receive all communications and notices and take all
     actions hereunder, including, without limitation, votes, approvals,
     waivers, consents and amendments under or relating to this Agreement and
     the other Loan Documents. Any such notice, communication, vote, approval,
     waiver, consent or amendment shall be signed by the Designating Lender as
     administrative agent for the Designated Bank and shall not be signed by the
     Designated Bank on its own behalf but shall be binding on the Designated
     Bank to the same extent as if actually signed by the Designated Bank. The
     Borrowers, the Administrative Agent, the Documentation Agent, the
     Syndication Agents and Lenders may rely thereon without any requirement
     that the Designated Bank sign or acknowledge the same. No Designated Bank
     may assign or transfer all or any portion of its interest hereunder or
     under any other Loan Document, other than assignments to the Designating
     Lender which originally designated such Designated Bank.

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

     SECTION 9.6. COUNTERPARTS; INTEGRATION; EFFECTIVENESS. This Agreement may
be executed in counterparts (and by different parties hereto on different

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                                      -87-


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

     SECTION 9.7. SEVERABILITY. Any provision of this Agreement held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

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

     SECTION 9.9. GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS.
(a) This Agreement shall be construed in accordance with and governed by the law
of the State of New York.

          (b) Each Borrower hereby irrevocably and unconditionally submits, for
     itself and its property, to the nonexclusive jurisdiction of the Supreme
     Court of the State of New York sitting in New York County and of the United
     States District Court of the Southern District of New York, and any
     appellate court from any thereof, in any action or proceeding arising out
     of or relating to this Agreement, or for recognition or enforcement of any
     judgment, and each of the parties hereto hereby irrevocably and
     unconditionally agrees that all claims in respect of any such action or
     proceeding may be heard and determined in such New York State or, to the
     extent permitted by law, in such Federal court. Each of the parties hereto
     agrees that a final judgment in any such action or proceeding shall be
     conclusive and may be enforced in other jurisdictions by suit on the
     judgment or in any other manner

<PAGE>

                                      -88-


     provided by law. Nothing in this Agreement shall affect any right that the
     Administrative Agent, the Issuing Bank or any Lender may otherwise have to
     bring any action or proceeding relating to this Agreement against the
     Borrowers or their properties in the courts of any jurisdiction.

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

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

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

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

     SECTION 9.12. CONFIDENTIALITY. Each of the Administrative Agent, the
Issuing Bank and the Lenders agrees to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed (a) to
its and its Affiliates' directors, officers, employees and agents, including
accountants, legal counsel and other advisors (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority, (c) to
the extent required by applicable laws or regulations or by any subpoena or
similar legal process, (d) to any other party to this Agreement, (e) in
connection with the exercise of any remedies hereunder or any suit, action or
proceeding relating to this Agreement or the enforcement of rights hereunder,
(f)

<PAGE>

                                      -89-


subject to an agreement containing provisions substantially the same as those of
this Section, to (i) any assignee of or Participant in, or any prospective
assignee of or Participant in, any of its rights or obligations under this
Agreement or (ii) any actual or prospective counterparty (or its advisors) to
any swap or derivatives transaction relating to the Borrower and its
obligations, (g) with the consent of the Company, (h) to the extent such
Information (i) becomes publicly available other than as a result of a breach of
this Section or (ii) becomes available to the Administrative Agent, the Issuing
Bank or any Lender on a non-confidential basis from a source other than the
Company, or (i) to the extent provided in Section 9.16. For the purposes of this
Section, "INFORMATION" means all information received from the Company relating
to the Company or its business, other than any such information that is
available to the Administrative Agent, the Issuing Bank or any Lender on a
non-confidential basis prior to disclosure by the Company. Any Person required
to maintain the confidentiality of Information as provided in this Section shall
be considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.

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

     SECTION 9.14. AMENDMENT AND RESTATEMENT. (a) The Borrowers, the
Administrative Agent and the Lenders hereby agree that on the Closing Date, the
terms and provisions of the Existing Credit Agreement shall be and hereby are
amended and restated in their entirety by the terms and conditions of this
Agreement and the terms and provisions of the Existing Credit Agreement, except
as otherwise provided in the next paragraph, shall be superseded by this
Agreement.

     Notwithstanding the amendment and restatement of the Existing Credit
Agreement by this Agreement, the Company and all other obligors shall continue
to be liable to the Administrative Agent and the Lenders with respect to
agreements on the part of the Company and all other obligors, respectively,
under the Existing Credit Agreement to pay all principal, interest, fees and
other amounts that have accrued on or before the date hereof and to indemnify
and hold harmless the Administrative Agent and the Lenders from and against all
claims, demands, liabilities, damages, losses, costs, charges and expenses to
which the Administrative

<PAGE>

                                      -90-


Agent and the Lenders may be subject arising in connection with the Existing
Credit Agreement and as to which the Company or such obligors, as the case may
be, have agreed under the Existing Credit Agreement to indemnify and hold
harmless the Administrative Agent and the Lenders. This Agreement is given as a
substitution of, and not as a payment of, the obligations of the Borrowers under
the Existing Credit Agreement and is not intended to constitute a novation of
the Existing Credit Agreement. Indebtedness (other than with respect to
Competitive Loans) evidenced by the notes issued under the Existing Credit
Agreement shall be allocated proportionally among the Lenders based on their
respective Commitments in order that after giving effect thereto Lenders shall
have outstanding loans representing their portion of the aggregate Commitment,
as described on SCHEDULE 1 and the Lenders shall make appropriate payments to
each other in order to accomplish such reallocation. On the Closing Date all
outstanding principal of all Eurodollar Loans then outstanding under the
Existing Credit Agreement shall be deemed to have been prepaid and, except as
otherwise selected by the Borrowers by delivery of a Borrowing Notice on or
prior to the Closing Date in accordance with the terms hereof, on the Closing
Date all amounts outstanding and owing by the Company under the Existing Credit
Agreement as of the Closing Date shall, solely for purposes of Section 2.16,
constitute ABR Borrowings. Upon its receipt of a Note hereunder, each Lender
will promptly return to the Borrowers, marked "Cancelled" or "Replaced", any
notes of the Borrowers held by such Lender pursuant to the Existing Credit
Agreement.

     All parties hereto acknowledge and agree that any Letters of Credit issued
pursuant to the Existing Credit Agreement and outstanding on the Closing Date
shall be deemed Letters of Credit under this Agreement and any LC Disbursements
due and payable under the Existing Credit Agreement shall be LC Disbursements
due and payable under this Agreement.

     By execution or acknowledgment of this Agreement all parties hereto agree
that each of the other Loan Documents is hereby amended such that all references
to the Existing Credit Agreement and the Loans thereunder shall be deemed to
refer to this Agreement and the continuation of the Loans hereunder.

     Section 9.15. NO BANKRUPTCY PROCEEDINGS. Each of the Borrowers, the
Administrative Agent, the Documentation Agent, the Syndication Agents and the
Lenders hereby agrees that it will not institute against any Designated Bank or
join any other Person in instituting against any Designated Bank any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceeding under any
federal or state bankruptcy or similar law, until the later to occur of (i) one
year and one day after the payment in full of the latest maturing commercial
paper note issued by such Designated Bank and (ii) the Maturity Date.

     Section 9.16 USA PATRIOT ACT. Each Lender hereby notifies the Borrowers
that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L.
107-56 (signed into law October 26, 2001)) (the "Act"), it is required to
obtain, verify and record information that identifies the Borrowers, which
information includes the

<PAGE>

                                      -91-


name and address of the Borrowers and other information that will
allow such Lender to identify the Borrowers in accordance with the Act.

                                   ARTICLE X.

                               MULTIPLE BORROWERS

     Each Borrower agrees that the representations and warranties made by, and
the liabilities, obligations and covenants of and applicable to, any and all of
the Borrowers under this Agreement, shall be in every case (whether or not
specifically so stated in each such case herein) joint and several in all
circumstances. Each Borrower accepts, as co-debtor and not merely as surety,
such joint and several liability with the other Borrowers and hereby waives any
and all suretyship defenses that it might otherwise have hereunder. If and to
the extent that any of the Borrowers shall fail to make any payment with respect
to any of the Obligations as and when due or to perform any of the Obligations
in accordance with the terms thereof, then in each such event the other
Borrowers will make such payment with respect to, or perform, such Obligation.
Every notice by or to the Company shall be deemed also to constitute
simultaneous notice by and to each other Borrower, every act or omission by any
Borrower also shall be deemed an act or omission of each other Borrower and
shall be binding upon each other Borrower. The Administrative Agent, the Lenders
and the Issuing Bank shall be entitled to rely, and all of the Borrowers agree
that the Administrative Agent, the Lenders and the Issuing Bank may so rely, on
any notice given or action taken or not taken by the Company as being authorized
by all of the Borrowers. The Issuing Bank and the Lenders are fully authorized
by each Borrower to act and rely also upon the representations and warranties,
covenants, notices, acts and omissions of each other Borrower. Without limiting
the generality of the foregoing, each Borrower agrees that the obligations of
such Borrower hereunder and under the other Loan Documents shall be enforceable
against such Borrower notwithstanding that this Agreement or any other Loan
Document may be unenforceable in any respect against any other Borrower or that
any other Borrower may have commenced bankruptcy, reorganization, liquidation or
similar proceedings.

                                   ARTICLE XI.

                                 REIT CONVERSION

     The Company has advised the Lenders that the Company is contemplating a
transaction whereby the Company may become controlled by an entity which will
elect to become taxable as a REIT for federal income tax purposes. The Lenders
acknowledge that the Company may elect to pursue such a transaction and that
such transaction may require amendments to the provisions contained herein
relating to mergers or other business combinations and relating to the payment
of dividends by the Company or the Subsidiaries. To the extent that any such
contemplated transaction requires such amendments, the Lenders shall not
unreasonably withhold or condition their consent to such amendments and shall
not impose any fee for reviewing and approving any proposed REIT conversion
requiring

<PAGE>

                                      -92-


only such amendments, although the Company acknowledges that it will pay the
Lenders' costs and expenses, including attorneys fees and costs, in reviewing
any such proposed transaction.

     Notwithstanding the foregoing paragraph, it is understood by the parties
hereto that the Company has not made any request related to any particular
transaction, or otherwise related to the foregoing, to the Lenders or submitted
any plan or proposal with respect thereto to the Lenders. This Article shall not
constitute the consent of the Lenders to such a contemplated transaction, nor
the approval of such a transaction or the Lenders' agreement to modify, amend or
waive any provision hereof or any other Loan Document.

                  [Remainder of Page Intentionally Left Blank]

<PAGE>

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

                                        BORROWERS

                                        W.P. CAREY & CO. LLC,


                                        By: /s/ John J. Park
                                            ------------------------------------
                                            Name: John J. Park
                                            Title: Managing Director


                                        CORPORATE PROPERTY ASSOCIATES,

                                        By: Carey Management LLC, a Delaware
                                            limited liability company, its
                                            general partner


                                            By: /s/ John J. Park
                                                --------------------------------
                                                Name: John J. Park
                                                Title: Managing Director


                                        CORPORATE PROPERTY ASSOCIATES 4 a
                                        California limited partnership,

                                        By: Carey Management LLC, a Delaware
                                            limited liability company, its
                                            general partner


                                            By: /s/ John J. Park
                                                --------------------------------
                                                Name: John J. Park
                                                Title: Managing Director

                       Signature page to Credit Agreement

<PAGE>

                                        CORPORATE PROPERTY ASSOCIATES
                                        6- a California limited partnership,

                                        By: Carey Management LLC, a Delaware
                                            limited liability, company its
                                            general partner


                                            By: /s/ John J. Park
                                                --------------------------------
                                                Name: John J. Park
                                                Title: Managing Director


                                        CORPORATE PROPERTY ASSOCIATES
                                        9, L.P., a Delaware limited partnership,

                                        By: Carey Management LLC, a Delaware
                                            limited liability company, its
                                            general partner


                                            By: /s/ John J. Park
                                                --------------------------------
                                                Name: John J. Park
                                                Title: Managing Director


                                        CD UP LP, a Delaware limited partnership

                                        By: Bill CD LLC, a Delaware limited
                                            liability company, its general
                                            partner

                                        By: W.P. Carey & Co. LLC, its managing
                                            member


                                            By: /s/ John J. Park
                                                --------------------------------
                                                Name: John J. Park
                                                Title: Managing Director

                       Signature page to Credit Agreement

<PAGE>

                                        CAREY ASSET MANAGEMENT CORP.


                                            By: /s/ John J. Park
                                                --------------------------------
                                                Name: John J. Park
                                                Title: Managing Director


                                        CALL LLC, a Delaware limited liability
                                        company

                                        By: W.P. Carey & Co. LLC, its managing
                                            member


                                            By: /s/ John J. Park
                                                --------------------------------
                                                Name: John J. Park
                                                Title: Managing Director


                                        CAREY TECHNOLOGY PROPERTIES II LLC,
                                        a Delaware limited liability company

                                        By: W.P. Carey & Co. LLC, its managing
                                            member


                                            By: /s/ John J. Park
                                                --------------------------------
                                                Name: John J. Park
                                                Title: Managing Director


                                        BROOMFIELD PROPERTIES CORP.


                                        By: /s/ John J. Park
                                            ------------------------------------
                                            Name: John J. Park
                                            Title: Managing Director

                       Signature page to Credit Agreement

<PAGE>

                                        LENDERS:

                                        JP MORGAN CHASE BANK, individually and
                                        as Issuing Bank and Administrative Agent


                                        By: /s/ Mark E. Constantino
                                            ------------------------------------
                                            Name: Mark E. Constantino
                                            Title: Vice President

                       Signature page to Credit Agreement

<PAGE>

                                        THE BANK OF NEW YORK, individually and
                                        as Syndication Agent


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

                       Signature page to Credit Agreement

<PAGE>

                                        PNC BANK, NATIONAL ASSOCIATION,
                                        individually and as Syndication Agent


                                        By: /s/ Anthony A. Filorino
                                            ------------------------------------
                                            Name: Anthony A. Filorino
                                            Title: Vice President

                       Signature page to Credit Agreement

<PAGE>

                                        WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                        individually and as Syndication Agent


                                        By: /s/ Christopher B. Wilson
                                            ------------------------------------
                                            Name: Christopher B. Wilson
                                            Title: Vice President

                       Signature page to Credit Agreement

<PAGE>

                                        BANK OF AMERICA, N.A., individually and
                                        as Documentation Agent


                                        By: /s/ Mark W. Lariviere
                                            ------------------------------------
                                            Name: Mark W. Lariviere
                                            Title: Managing Director

                       Signature page to Credit Agreement

<PAGE>

                                        CITIZENS BANK OF RHODE ISLAND


                                        By: /s/ Craig E. Shermerhorn
                                            ------------------------------------
                                            Name: Craig E. Shermerhorn
                                            Title: Vice President

                       Signature page to Credit Agreement

<PAGE>

                                        KBC BANK, N.V.


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


                                        By: /s/ Declan Meagher
                                            ------------------------------------
                                            Name: Declan Meagher
                                            Title: First Vice President

                       Signature page to Credit Agreement

<PAGE>

                                        MANUFACTURERS AND TRADERS TRUST COMPANY


                                        By: /s/ Jason W. Lipiec
                                            ------------------------------------
                                            Name: Jason W. Lipiec
                                            Title: Vice President

                       Signature page to Credit Agreement

<PAGE>

                                        EUROHYPO AG, NEW YORK BRANCH


                                        By: /s/ Ray Potter
                                            ------------------------------------
                                            Name: Ray Potter
                                            Title: Executive Director


                                        By: /s/ Jeff Page
                                            ------------------------------------
                                            Name: Jeff Page
                                            Title: Vice President

                       Signature page to Credit Agreement