<PAGE>
                                                                    EXHIBIT 10.1

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


                                CREDIT AGREEMENT

                          Dated as of October 24, 2003

                                      among

                      HEALTHCARE REALTY TRUST INCORPORATED,
                                  as Borrower,

                            THE LENDERS PARTY HERETO

                                       and

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

                                       and

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

                                       and

                        CREDIT LYONNAIS NEW YORK BRANCH,
                             as Documentation Agent

                                       and

                         KEY BANK, NATIONAL ASSOCIATION,
                       LASALLE BANK, NATIONAL ASSOCIATION,
                               SUNTRUST BANK, and
                           UNION PLANTERS BANK, N.A.,
                               as Managing Agents

                                       and

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




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



<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Article and Section                                                                 Page
-------------------                                                                 ----
<S>                                                                                 <C>
ARTICLE I  DEFINITIONS AND ACCOUNTING TERMS...........................................1
         1.01     Defined Terms.......................................................1
         1.02     Interpretive Provisions............................................20
         1.03     Accounting Terms...................................................20
         1.04     Rounding...........................................................21
         1.05     References to Agreements and Laws..................................21
         1.06     Times of Day.......................................................21
         1.07     Letter of Credit Amounts...........................................21

ARTICLE II  COMMITMENTS AND EXTENSION OF CREDITS.....................................21
         2.01     Commitments........................................................21
         2.02     Borrowings, Conversions and Continuations..........................23
         2.03     Additional Provisions with respect to Letters of Credit............24
         2.04     Additional Provisions with respect to Swing Line Loans.............29
         2.05     Repayment of Loans.................................................31
         2.06     Prepayments........................................................32
         2.07     Termination or Reduction of Commitments............................32
         2.08     Interest...........................................................33
         2.09     Fees...............................................................33
         2.10     Computation of Interest and Fees...................................34
         2.11     Payments Generally.................................................34
         2.12     Sharing of Payments................................................36
         2.13     Evidence of Debt...................................................36

ARTICLE III  TAXES, YIELD PROTECTION AND ILLEGALITY..................................37
         3.01     Taxes..............................................................37
         3.02     Illegality.........................................................38
         3.03     Inability to Determine Rates.......................................38
         3.04     Increased Cost; Capital Adequacy...................................38
         3.05     Funding Losses.....................................................39
         3.06     Matters Applicable to All Requests for Compensation................39
         3.07     Survival Losses....................................................40

ARTICLE IV        CONDITIONS PRECEDENT TO EXTENSIONS OF CREDIT.......................40
         4.01     Conditions to Initial Extensions of Credit.........................40
         4.02     Conditions to Extensions of Credit.................................41

ARTICLE V         REPRESENTATIONS AND WARRANTIES.....................................42
         5.01     Corporate Existence and Power......................................42
         5.02     Corporate and Governmental Authorization; No Contravention.........42
         5.03     Binding Effect.....................................................42
         5.04     Litigation.........................................................42
         5.05     Compliance with ERISA..............................................42
         5.06     Environmental Matters..............................................43
         5.07     Material Subsidiaries..............................................44
         5.08     Not an Investment Company..........................................44
         5.09     Margin Stock.......................................................44
</TABLE>



<PAGE>
<TABLE>
<S>                                                                                  <C>
         5.10     Compliance with Laws...............................................44
         5.11     Absence of Liens...................................................45
         5.12     Indebtedness.......................................................45
         5.13     Contingent Liabilities.............................................45
         5.14     Investments........................................................45
         5.15     Solvency...........................................................45
         5.16     Taxes..............................................................45
         5.17     REIT Status........................................................45
         5.18     Specified Affiliates...............................................45
         5.19     Financial Condition................................................45
         5.20     No Material Adverse Effect.........................................46
         5.21     Treasury Regulations...............................................46

ARTICLE VI COVENANTS.................................................................46
         6.01     Information........................................................46
         6.02     Payment of Obligations.............................................48
         6.03     Maintenance of Property; Insurance.................................48
         6.04     Conduct of Business and Maintenance of Existence...................49
         6.05     Compliance with Laws...............................................49
         6.06     Inspection of Property, Books and Records..........................49
         6.07     Negative Pledge....................................................49
         6.08     Consolidations, Mergers and Sales and Transfers of Assets..........51
         6.09     Creation of Subsidiaries...........................................51
         6.10     Incurrence and Existence of Debt...................................51
         6.11     Transactions with Affiliates.......................................52
         6.12     Use of Proceeds....................................................52
         6.13     Organization Documents.............................................52
         6.14     Investments........................................................52
         6.15     Repurchase, Retirement or Redemption of Capital Stock; Dividends...53
         6.16     Financial Covenants................................................53
         6.17     Specified Affiliates...............................................54
         6.18     REIT Status........................................................54
         6.19     Leases.............................................................54
         6.20     Favorable Treatment................................................54
         6.21     Construction and Development.......................................54
         6.22     Limitation on Certain Agreements...................................54

ARTICLE VII       EVENTS OF DEFAULT AND REMEDIES.....................................54
         7.01     Events of Default..................................................54
         7.02     Application of Funds...............................................57

ARTICLE VIII ADMINISTRATIVE AGENT....................................................57
         8.01     Appointment and Authorization of Administrative Agent..............57
         8.02     Delegation of Duties...............................................58
         8.03     Liability of Administrative Agent..................................58
         8.04     Reliance by Administrative Agent...................................58
         8.05     Notice of Default..................................................59
         8.06     Credit Decision; Disclosure of Information by Administrative Agent.59
         8.07     Indemnification of Administrative Agent............................59
         8.08     Administrative Agent in its Individual Capacity....................60
         8.09     Successor Administrative Agent.....................................60
</TABLE>

                                       ii

<PAGE>
<TABLE>
<S>                                                                                  <C>
         8.10     Administrative Agent May File Proofs of Claim......................61
         8.11     Guaranty Matters...................................................61
         8.12     Other Agents; Arrangers and Managers...............................61

ARTICLE IX MISCELLANEOUS.............................................................62
         9.01     Amendments, Etc....................................................62
         9.02     Notices and Other Communications; Facsimile Copies.................63
         9.03     No Waiver; Cumulative Remedies.....................................64
         9.04     Attorney Costs, Expenses and Taxes.................................64
         9.05     Indemnification by the Borrower....................................64
         9.06     Payments Set Aside.................................................65
         9.07     Successors and Assigns.............................................65
         9.08     Confidentiality....................................................68
         9.09     Set-off............................................................69
         9.10     Interest Rate Limitation...........................................69
         9.11     Counterparts.......................................................69
         9.12     Integration........................................................69
         9.13     Survival of Representations and Warranties.........................69
         9.14     Severability.......................................................70
         9.15     Tax Forms..........................................................70
         9.16     Replacement of Lenders.............................................71
         9.17     Source of Funds....................................................72
         9.18     GOVERNING LAW......................................................72
         9.19     WAIVER OF RIGHT TO TRIAL BY JURY...................................73
         9.20     No Conflict........................................................73
         9.21     Entire Agreement...................................................73
</TABLE>





                                      iii
<PAGE>



                                    SCHEDULES

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


                                    EXHIBITS

         A        Form of Loan Notice
         B        Form of Revolving Note
         C        Form of Compliance Certificate
         D        Form of Assignment and Assumption
         E        Form of Lender Joinder Agreement
         F        Form of Guaranty







                                       iv
<PAGE>
                                CREDIT AGREEMENT


         This CREDIT AGREEMENT ("Credit Agreement") is entered into as of
October 24, 2003, among HEALTHCARE REALTY TRUST INCORPORATED, a Maryland
corporation (the "Borrower"), the Lenders party hereto, and BANK OF AMERICA,
N.A., as Administrative Agent.

         WHEREAS, the Borrower has requested that the Lenders provide
$300,000,000 in revolving credit facilities for the purposes set forth herein;
and

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

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


                                    ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS

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

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

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

         "Administrative Agent's Fee Letter" means the letter agreement dated as
of July 23, 2003 among the Borrower, the Arranger and the Administrative Agent,
as amended and modified.

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

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

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

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

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


<PAGE>

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

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

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

<TABLE>
<CAPTION>
====================================================================================================================
                   S&P and Fitch Debt       Moody's Debt     Eurodollar Margin and
 Pricing Level           Ratings               Rating         Letter of Credit Fee   Base Rate Margin   Facility Fee
====================================================================================================================
<S>                <C>                      <C>              <C>                     <C>                <C>
       1              A- or better          A3 or better              .80%                  0%              .20%
       2                  BBB+                  Baa1                  .90%                  0%              .25%
       3                   BBB                  Baa2                 1.00%                  0%              .30%
       4                  BBB-                  Baa3                 1.10%                  0%              .35%
       5               below BBB-            below Baa3              1.45%                .50%              .40%
--------------------------------------------------------------------------------------------------------------------
</TABLE>

The Borrower will maintain a Debt Rating at all times with at least two Ratings
Services, at least one of which shall be either S&P or Moody's, and the Borrower
may, at its option, obtain a Debt Rating from Fitch or another nationally
recognized rating agency reasonably acceptable to the Administrative Agent. The
applicable Pricing Level will be determined by reference to the Debt Ratings;
provided that:

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

                  (ii) if Debt Ratings are provided by three or more Ratings
         Services acceptable to the Administrative Agent (including at least one
         of S&P or Moody's) and the Debt Ratings indicate different Pricing
         Levels, then the applicable Pricing Level shall be determined by
         reference to the lower of the two highest (or best) Debt Ratings and
         shall be set at the Pricing Level indicated thereby, and

                  (iii) if a Debt Rating is not provided by at least two Ratings
         Services, or if Debt Ratings are not provided by either of S&P or
         Moody's, or if no Debt Rating is available, then the Applicable
         Percentage shall be Pricing Level 5.

The Applicable Percentage shall be determined and adjusted on the first Business
Day following the date of any change in the Debt Rating. Adjustments in the
Applicable Percentage shall be effective as to all Extensions of Credit,
existing and prospective, from the date of adjustment. Determinations by the
Administrative Agent of the applicable Pricing Level shall be conclusive absent
manifest error. The Administrative Agent shall promptly notify the Lenders of
changes in the Applicable Percentage.

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

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


                                       2
<PAGE>

         "Asset Sale" means any sale, lease or other disposition (including any
such transaction effected by way of merger, amalgamation or consolidation) by
the Borrower or any of its Subsidiaries or Specified Affiliates subsequent to
the date hereof of any asset (including stock), including without limitation any
sale-leaseback transaction, whether or not involving a Capital Lease, but
excluding (a) any sale, lease or other disposition in the ordinary course of
business of real property which is the subject of mortgage liens permitted
hereunder, (b) any sale, lease or other disposition of raw materials, supplies
or other nonfixed assets in the ordinary course of business, (c) any sale, lease
or other disposition of surplus, obsolete or worn out machinery, equipment,
molds or other manufacturing equipment in the ordinary course of business to the
extent that the aggregate book value of all of such assets sold, leased or
otherwise disposed of in a fiscal year does not exceed $5,000,000, (d) any sale
or other disposition in the ordinary course of business of readily marketable
securities, (e) any disposition of cash not prohibited hereunder, and (f) the
issuance of any shares of stock in any Specified Affiliate to any officer,
director or employee of the Borrower.

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

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

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

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

         "BAS" means Banc of America Securities LLC, together with its
successors.

         "Base Rate" means for any day a fluctuating rate per annum equal to the
higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest
in effect for such day as publicly announced from time to time by Bank of
America as its "prime rate." The "prime rate" is a rate set by Bank of America
based upon various factors including Bank of America's costs and desired return,
general economic conditions and other factors, and is used as a reference point
for pricing some loans, which may be priced at, above, or below such announced
rate. Any change in the prime rate announced by Bank of America shall take
effect at the opening of business on the day specified in the public
announcement of such change.

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

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

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



                                       3
<PAGE>

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

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

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

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

         "Cash Equivalents" means (a) securities issued or directly and fully
guaranteed or insured by (i) the United States or any agency or instrumentality
thereof (provided that the full faith and credit of the United States is pledged
in support thereof) having maturities of not more than twelve months from the
date of acquisition, (b) time deposits and certificates of deposit of (i) any
Lender, (ii) any domestic commercial bank of recognized standing having capital
and surplus in excess of $500 million or (iii) any bank whose short-term
commercial paper rating from S&P is at least A-1 or the equivalent thereof or
from Moody's is at least P-1 or the equivalent thereof (each an "Approved
Bank"), in each case with maturities of not more than 270 days from the date of
acquisition, (c) commercial paper and variable or fixed rate notes issued by any
Approved Bank (or by the parent company thereof) or any variable rate notes
issued by, or guaranteed by, any domestic corporation rated A-1 (or the
equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or
better by Moody's and maturing within six months of the date of acquisition, (d)
repurchase agreements entered into by any Person with a bank or trust company
(including any of the Lenders) or recognized securities dealer having capital
and surplus in excess of $500 million for direct obligations issued by or fully
guaranteed by the United States in which such Person shall have a perfected
first priority security interest (subject to no other Liens) and having, on the
date of purchase thereof, a fair market value of at least 100% of the amount of
the repurchase obligations and (e) Investments (classified in accordance with
GAAP as current assets) in money market investment programs registered under the
Investment Company Act of 1940, as amended, that are administered by reputable
financial institutions having capital of at least $500 million and the
portfolios of which are limited to Investments of the character described in the
foregoing subclauses hereof.

         "Change of Control" means the occurrence of any of the following
events: (i) any Person or two or more Persons acting in concert shall have
acquired beneficial ownership, directly or indirectly, of, or shall have
acquired by contract or otherwise, or shall have entered into a contract or
arrangement that, upon consummation, will result in its or their acquisition of
or control over, voting stock of the Borrower (or other securities convertible
into such voting stock) representing 35% or more of the combined voting power of
all voting stock of the Borrower, or (ii) during any period of up to 24
consecutive months, commencing after the Closing Date, individuals who at the
beginning of such 24 month period were directors of the Borrower (together with
any new director whose election by the Borrower's Board of Directors or whose
nomination




                                       4
<PAGE>

for election by the Borrower's shareholders was approved by a vote of at least
two-thirds of the directors then still in office who either were directors at
the beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
directors of the Borrower then in office. As used herein, "beneficial ownership"
shall have the meaning provided in Rule 13d-3 of the Securities and Exchange
Commission under the Securities Exchange Act of 1934.

         "Closing Date" means the date hereof.

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

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

         "Compliance Certificate" means a certificate substantially in the form
of Exhibit C.

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

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

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

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

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

         "Consolidated Interest Expense" means, for any period for the
Consolidated Group, all interest expense and letter of credit fee expense, on a
consolidated basis in accordance with GAAP, but including, in any event, the
interest component under Capital Leases and the implied interest component under
Securitization Transactions. Except as otherwise expressly provided, the
applicable period shall be for the four consecutive fiscal quarters ending as of
the date of determination.

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



                                       5
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

         "Contractual Obligation" means, as to any Person, any provision of any
security issued by such Person or of any agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
property is bound.

         "Control" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person, whether
through the ability to exercise voting power, by contract or otherwise.
"Controlling" and "Controlled" have meanings correlative thereto. Without
limiting the generality of the foregoing, a Person shall be deemed to be
Controlled by another Person if




                                       6
<PAGE>

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

         "Credit Agreement" means this Credit Agreement.

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

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

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

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

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

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

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

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

         "Disposition" or "Dispose" means the sale, transfer, license, lease or
other disposition (including any Sale and Leaseback Transaction) of any property
by any Person, including any sale, assignment, transfer or other disposal, with
or without recourse, of any notes or accounts receivable or any rights and
claims associated therewith.

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

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



                                       7
<PAGE>

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

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

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

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

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

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

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

         "Eurodollar Base Rate" means, for any Interest Period with respect to
any Eurodollar Loan:

                  (a) the rate per annum equal to the rate determined by the
         Administrative Agent to be the offered rate that appears on the page of
         the Telerate screen (or any successor thereto) that displays an average
         British Bankers Association Interest Settlement Rate for deposits in
         Dollars (for delivery on the first day of such Interest Period) with a
         term equivalent to such Interest Period, determined as of approximately
         11:00 a.m. (London time) two (2) Business Days prior to the first day
         of such Interest Period, or



                                       8
<PAGE>

                  (b) if the rate referenced in the preceding clause (a) does
         not appear on such page or service or such page or service shall not be
         available, the rate per annum equal to the rate determined by the
         Administrative Agent to be the offered rate on such other page or other
         service that displays an average British Bankers Association Interest
         Settlement Rate for deposits in Dollars (for delivery on the first day
         of such Interest Period) with a term equivalent to such Interest
         Period, determined as of approximately 11:00 a.m. (London time) two (2)
         Business Days prior to the first day of such Interest Period, or

                  (c) if the rates referenced in the preceding clauses (a) and
         (b) are not available, the rate per annum determined by the
         Administrative Agent as the rate of interest at which deposits in
         Dollars for delivery on the first day of such Interest Period in same
         day funds in the approximate amount of the Eurodollar Loan being made,
         continued or converted by Bank of America and with a term equivalent to
         such Interest Period would be offered by Bank of America's London
         Branch to major banks in the London interbank eurodollar market at
         their request at approximately 4:00 p.m. (London time) two (2) Business
         Days prior to the first day of such Interest Period.

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

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

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

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

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

         "Existing Credit Agreement" means that certain Amended and Restated
Credit Agreement dated as of July 2, 2001 among the Borrower, Bank of America,
N.A. (formerly NationsBank, N.A.), as agent, and the lenders identified therein,
as amended or modified from time to time.

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

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

         "Facility Fee" shall have the meaning given such term in Section
2.09(a).

         "Federal Funds Rate" means, for any day, the rate per annum equal to
the weighted average of the rates on overnight federal funds transactions with
members of the Federal Reserve System arranged by federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Business Day
immediately succeeding such day; provided that (a) if such day is not a Business
Day, the Federal Funds Rate for such day shall be such rate on such transactions
on the immediately preceding




                                       9
<PAGE>

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

         "Fitch" means Fitch, Inc., a successor of the ratings businesses of
Fitch IBCA, Inc., and Duff &Phelps Credit Rating Co., Inc., and its successors
and assigns in the business of rating securities.

         "Foreign Lender" has the meaning provided in Section 9.15(a)(i).

         "Foreign Subsidiary" means any Subsidiary that is not a Domestic
Subsidiary.

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

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

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

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

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

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

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

                  (e) the Attributable Principal Amount of Securitization
         Transactions;

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

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

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



                                       10
<PAGE>

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

         "Funds From Operations" means the Borrower's net income (or loss),
excluding gains (losses) from restructuring of indebtedness and sales of
property, plus depreciation and amortization, and after adjustments for
unconsolidated partnerships and joint ventures as hereafter provided.
Notwithstanding contrary treatment under GAAP, for purposes hereof, "Funds From
Operations" shall include, and be adjusted to take into account, the Borrower's
interests in unconsolidated partnerships and joint ventures, on the same basis
as consolidated partnerships and subsidiaries, as provided in the "white paper"
issued in April 2002 by the National Association of Real Estate Investment
Trusts, a copy of which has been provided to the Administrative Agent and the
Lenders.

         "GAAP" means generally accepted accounting principles in effect in the
United States as set forth in the opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board from
time to time applied on a consistent basis, subject to the provisions of Section
1.03.

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

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

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

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

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

                  (a) all Funded Debt;

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

                  (c) net obligations under any Swap Contract;

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



                                       11
<PAGE>

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

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

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

         "Indemnitees" has the meaning provided in Section 9.05.

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

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

         "Intangible Assets" means all assets consisting of goodwill, patents,
trade names, trademarks, copyrights, franchises, experimental expense,
organization expense, unamortized debt discount and expense, deferred assets
(other than prepaid insurance and prepaid taxes), the excess of cost of shares
acquired over book value of related assets and such other assets as are properly
classified as "intangible assets" in accordance with GAAP.

         "Interest Period" means, as to each Eurodollar Loan, the period
commencing on the date such Eurodollar Loan is disbursed or converted to or
continued as a Eurodollar Loan and ending on the date one, two three or six
months thereafter, as selected by the Borrower in its Loan Notice; provided
that:

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

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

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

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

         "Investment" means, as to any Person, any direct or indirect
acquisition or investment by such Person, whether by means of (a) the purchase
or other acquisition of Capital Stock of another Person,




                                       12
<PAGE>

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

         "Investment Policy" means the Borrower's investment policy currently in
effect as of the date hereof and as previously disclosed in writing to the
Lenders, and as amended from time to time by the Borrower with the approval of
the Required Lenders, which approval shall not be unreasonably delayed, it being
agreed and understood that in the event the Administrative Agent does not give
notice in writing within ten (10) days following the date of the Administrative
Agent's receipt of the Borrower's request for approval of an amendment to the
Investment Policy that the Required Lenders have disapproved the requested
amendment, the Required Lenders shall be deemed to have approved the amended
Investment Policy.

         "IRS" means the United States Internal Revenue Service.

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

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

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

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

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

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

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

         "L/C Issuer Fees" shall have the meaning given such term in Section
2.09(c)(ii).

         "L/C Obligations" means, at any time, the sum of (a) the maximum amount
available to be drawn under Letters of Credit then outstanding, assuming
compliance with all requirements for drawings referenced therein, plus (b) the
aggregate amount of all Unreimbursed Amounts, including L/C Borrowings.



                                       13
<PAGE>

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

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

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

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

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

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

         "Letter of Credit Fee" shall have the meaning given such term in
Section 2.09(c)(i).

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

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

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

         "Loan Obligations" means the Revolving Obligations.

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

         "Material Subsidiary" means any Subsidiary of the Borrower with net
assets or revenues in excess of 1.5% of the Borrower's consolidated net assets
or revenues for the most recently ended quarterly period (the "Individual
Subsidiary Test"); provided, however, that the aggregate net assets and revenues
of the Material Subsidiaries shall equal at least 90% of the Borrower's
consolidated net assets and revenues for the most recently ended quarterly
period. In the event that the aggregate net assets and revenues of Subsidiaries
meeting the Individual Subsidiary Test do not equal 90% of the Borrower's





                                       14
<PAGE>

consolidated net assets and revenues, then the Subsidiaries that do not meet the
Individual Subsidiary Test (starting with the largest Subsidiary based on net
assets and revenue and working down in each case to the next largest Subsidiary
based on net assets and revenue) that are necessary to make the aggregate net
assets and revenues of the Material Subsidiaries equal at least 90% of the net
assets and revenues of the Borrower for the most recently ended quarterly
period, shall be included in the definition of Material Subsidiaries.

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

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

         "Notes" means the Revolving Notes.

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

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

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

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

         "PBGC" means the Pension Benefit Guaranty Corporation.

         "Pension Plan" means any "employee pension benefit plan" (as such term
is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is
subject to Title IV of ERISA and is sponsored or maintained by the Borrower or
any ERISA Affiliate or to which the Borrower or any ERISA




                                       15
<PAGE>

Affiliate contributes or has an obligation to contribute, or in the case of a
multiple employer or other plan described in Section 4064(a) of ERISA, has made
contributions at any time during the immediately preceding five plan years.

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

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

         "Ratings Service" means S&P, Moody's, Fitch and other nationally
recognized rating agencies reasonably acceptable to the Administrative Agent.

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

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

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

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

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

         "Release" shall have the meaning given to such term in Section 5.06(a)
hereof.

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

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

         "Required Lenders" means, as of any date of determination, Lenders
having at least 66-2/3% of the Aggregate Commitments or, if the commitment of
each Lender to make Loans and the obligation of the L/C Issuer to make L/C
Credit Extensions have been terminated pursuant to Section 7.01, Lenders holding
in the aggregate at least 66-2/3% of the Loan Obligations (including, in each
case, the aggregate amount of each Lender's risk participation and funded
participation in L/C Obligations and Swing Line Loans); provided that the
Commitment of, and the portion of the Loan Obligations held or deemed held by,
any Defaulting Lender shall be excluded for purposes of making a determination
of Required Lenders.

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



                                       16
<PAGE>

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

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

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

         "Revolving Loan" has the meaning provided in Section 2.01.

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

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

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

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

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

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

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




                                       17
<PAGE>

industry in which such Person is engaged. In computing the amount of contingent
liabilities at any time, it is intended that such liabilities will be computed
at the amount which, in light of all the facts and circumstances existing at
such time, represents the amount that can reasonably be expected to become an
actual or matured liability.

         "Specified Affiliate" means any corporation, association or other
business entity formed for the purpose of earning income not qualified as "rents
from real property" under applicable provisions of the Internal Revenue Code, in
which the Borrower owns substantially all of the economic interest, but less
than 10% of the voting interests, and the remaining economic and voting
interests are subject to restrictions requiring that ownership of such interests
be held by officers, directors or employees of the Borrower.

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

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

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

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




                                       18
<PAGE>

Derivatives Association, Inc., any International Foreign Exchange Master
Agreement, or any other master agreement (any such master agreement, together
with any related schedules, a "Master Agreement"), including any such
obligations or liabilities under any Master Agreement.

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

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

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

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

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

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

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

         "Termination Date" means October _____, 2006, as such date may be
extended pursuant to Section 2.01(d).

         "Type" means, with respect to any Revolving Loan, its character as a
Base Rate Loan or a Eurodollar Loan.

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

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

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

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



                                       19
<PAGE>

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

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

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

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

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

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

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

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

         1.03 Accounting Terms.

         (a) All accounting terms not specifically or completely defined herein
shall be construed in conformity with, and all financial data (including
financial ratios and other financial calculations) required to be submitted
pursuant to this Credit Agreement shall be prepared in conformity with, GAAP
applied on a consistent basis, as in effect from time to time, applied in a
manner consistent with that used in preparing the audited financial statements
for the fiscal year ended December 31, 2002, except as otherwise specifically
prescribed herein.

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



                                       20
<PAGE>

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

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

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

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


                                   ARTICLE II
                      COMMITMENTS AND EXTENSION OF CREDITS


         2.01 Commitments. Subject to the terms and conditions set forth herein:

         (a) Revolving Loans. During the Commitment Period, each Lender
severally agrees to make revolving credit loans (the "Revolving Loans") to the
Borrower on any Business Day; provided that after giving effect to any such
Revolving Loan, (i) with regard to the Lenders collectively, the aggregate
principal amount of Revolving Obligations shall not exceed THREE HUNDRED MILLION
DOLLARS ($300,000,000) (as such amount may be decreased in accordance with the
provisions hereof, the "Aggregate Revolving Committed Amount"), and (ii) with
regard to each Lender individually, such Lender's Revolving Commitment
Percentage of Revolving Obligations shall not exceed its respective Revolving
Committed Amount. Revolving Loans may consist of Base Rate Loans, Eurodollar
Loans, or a combination thereof, as the Borrower may request, and may be repaid
and reborrowed in accordance with the provisions hereof.

         (b) Letters of Credit. During the Commitment Period, (i) the L/C
Issuer, in reliance upon the commitments of the Lenders set forth herein, agrees
(A) to issue Letters of Credit for the account of the Borrower or any member of
the Consolidated Group on any Business Day, (B) to amend or renew Letters of
Credit previously issued hereunder, and (C) to honor drafts under Letters of
Credit; and (ii) the Lenders severally agree to purchase from the L/C Issuer a
participation interest in the Existing Letters of Credit and Letters of Credit
issued hereunder in an amount equal to such Lender's Revolving Commitment
Percentage thereof; provided that (A) the aggregate principal amount of L/C
Obligations shall not exceed FIFTEEN MILLION DOLLARS ($15,000,000) (as such
amount may be decreased in accordance with the provisions hereof, the "L/C
Committed Amount"), (B) with regard to the Lenders collectively, the aggregate
principal amount of Revolving Obligations shall not exceed the Aggregate
Revolving Committed Amount, and (C) with regard to each Lender individually,
such Lender's Revolving




                                       21
<PAGE>

Commitment Percentage of Revolving Obligations shall not exceed its respective
Revolving Committed Amount. Subject to the terms and conditions hereof, the
Borrower's ability to obtain Letters of Credit shall be fully revolving, and
accordingly the Borrower may obtain Letters of Credit to replace Letters of
Credit that have expired or that have been drawn upon and reimbursed. Existing
Letters of Credit shall be deemed to have been issued hereunder and shall be
subject to and governed by the terms and conditions hereof.

         (c) Swing Line Loans. During the Commitment Period, the Swing Line
Lender agrees to make revolving credit loans (the "Swing Line Loans") to the
Borrower on any Business Day; provided that (i) the aggregate principal amount
of Swing Line Loans shall not exceed TEN MILLION DOLLARS ($10,000,000) (as such
amount may be decreased in accordance with the provisions hereof, the "Swing
Line Committed Amount"), (ii) with respect to the Lenders collectively, the
aggregate principal amount of Revolving Obligations shall not exceed the
Aggregate Revolving Committed Amount, and (iii) the Borrower shall not use the
proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan.
Swing Line Loans shall be comprised solely of Eurodollar Loans, and may be
repaid and reborrowed in accordance with the provisions hereof. Immediately upon
the making of a Swing Line Loan, each Lender shall be deemed to, and hereby
irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a
participation interest in such Swing Line Loan in an amount equal to the product
of such Lender's Revolving Commitment Percentage thereof. No Swing Line Loan
shall remain outstanding for longer than five (5) days.

         (d) Extension of Termination Date. The Borrower may, at its option,
elect to extend the Termination Date for an additional period of one year by
written notice (the "Notice to Extend") to the Administrative Agent of its
election to exercise its rights under this provision and extend the Termination
Date; provided that (i) the Borrower may exercise its rights under this
provision only once during the Commitment Period and the Termination Date may be
extended to a date not later than October __, 2007, (ii) the Notice to Extend
must be delivered not less than sixty (60) days prior to the original
Termination Date hereunder, (iii) no Default or Event of Default shall then
exist and be continuing on the date of the request for Notice to Extend or any
such request or on the date any such extension is effective, and (iv) the Notice
to Extend shall be accompanied by payment to the Administrative Agent for the
ratable benefit of the Lenders of an extension fee (the "Extension Fee") in an
amount equal to twenty-five basis points (0.25%) on the Aggregate Revolving
Commitments. The Administrative Agent shall give prompt notice to the Lenders of
its receipt of any such Notice to Extend.

         (e) Increase in Revolving Commitments. Subject to the terms and
conditions set forth herein, the Borrower may, at any time within two years of
the Closing Date, upon written notice to the Administrative Agent, increase the
Aggregate Revolving Committed Amount by up to $50 million to not more than THREE
HUNDRED FIFTY MILLION DOLLARS ($350,000,000); provided that:

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

                  (ii) any such increase shall be in a minimum aggregate
         principal amount of $5,000,000 and integral multiples of $1,000,000 in
         excess thereof (or the remaining amount, if less),

                  (iii) if any Revolving Loans are outstanding at the time of
         any such increase, the Borrower shall make such payments and
         adjustments on the Revolving Loans (including payment




                                       22
<PAGE>

         of any break-funding amounts owing under Section 3.05) as may be
         necessary to give effect to the revised commitment percentages and
         commitment amounts, and

                  (iv) the conditions to the making of a Revolving Loan set
         forth in Section 4.02 shall be satisfied.

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

         2.02 Borrowings, Conversions and Continuations.

         (a) Each Borrowing, each conversion of Loans from one Type to the
other, and each continuation of Eurodollar Loans shall be made upon the
Borrower's irrevocable notice to the Administrative Agent, which may be given by
telephone. Each such notice must be received by the Administrative Agent not
later than 1:00 p.m. (i) with respect to Eurodollar Loans, three (3) Business
Days prior to, or (ii) with respect to Base Rate Loans, on the requested date
of, the requested date of any Borrowing, conversion or continuation. Each
telephonic notice by the Borrower pursuant to this Section 2.02(b) must be
confirmed promptly by delivery to the Administrative Agent of a written Loan
Notice, appropriately completed and signed by a Responsible Officer of the
Borrower. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing,
conversion or continuation shall be in a principal amount of (i) with respect to
Eurodollar Loans, $2 million or a whole multiple of $1 million in excess thereof
or (ii) with respect to Base Rate Loans, $500,000 or a whole multiple of
$100,000 in excess thereof. Each Loan Notice (whether telephonic or written)
shall specify (i) whether the Borrower's request is with respect to Revolving
Loans, (ii) whether such request is for a Borrowing, conversion, or
continuation, (ii) the requested date of such Borrowing, conversion or
continuation (which shall be a Business Day), (iii) the principal amount of
Loans to be borrowed, converted or continued, (iv) the Type of Loans to be
borrowed, converted or continued, and (v) if applicable, the duration of the
Interest Period with respect thereto. If the Borrower fails to specify a Type of
Loan in a Loan Notice or if the Borrower fails to give a timely notice
requesting a conversion or continuation, then the applicable Loans shall be made
as, or converted to, Base Rate Loans. Any automatic conversion to Base Rate
Loans shall be effective as of the last day of the Interest Period then in
effect with respect to the applicable Eurodollar Loans. If the Borrower requests
a Borrowing of, conversion to, or continuation of Eurodollar Loans in any Loan
Notice, but fails to specify an Interest Period, the Interest Period will be
deemed to be one month.

         (b) Following receipt of a Loan Notice, the Administrative Agent shall
promptly notify each Lender of the amount of its Commitment Percentage of the
applicable Loans, and if no timely notice of a conversion or continuation is
provided by the Borrower, the Administrative Agent shall notify each Lender of
the details of any automatic conversion to Base Rate Loans described in the
preceding subsection. In the case of a Borrowing, each Lender shall make the
amount of its Loan available to the Administrative Agent in immediately
available funds at the Administrative Agent's Office not later than 2:00 p.m. on
the Business Day specified in the applicable Loan Notice. Upon satisfaction of
the applicable conditions set forth in Section 4.02 (and, if such Borrowing is
the initial Extension of Credit, Section 4.01), the Administrative Agent shall
make all funds so received available to the Borrower in like funds as received
by the Administrative Agent either by (i) crediting the account of the Borrower
on the books of the Administrative Agent with the amount of such funds or (ii)
wire transfer of such funds, in each case in accordance with instructions
provided to (and reasonably acceptable to) the Administrative Agent by the
Borrower; provided, however, that if, on the date the Loan Notice with respect
to such Borrowing is given by the Borrower, there are Swing Line Loans or L/C
Borrowings outstanding, then




                                       23
<PAGE>

the proceeds of such Borrowing shall be applied, first, to the payment in full
of any such L/C Borrowings, second, to the payment in full of any such Swing
Line Loans, and third, to the Borrower as provided above.

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

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

         (e) After giving effect to all Borrowings, all conversions of Loans
from one Type to the other, and all continuations of Loans as the same Type,
there shall not be more than five (5) Interest Periods in effect with respect to
Loans.

         2.03 Additional Provisions with respect to Letters of Credit.

         (a) Obligation to Issue or Amend.

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

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

                           (B) such Letter of Credit is in an initial amount
                  less than $100,000, in the case of a commercial Letter of
                  Credit, or $500,000, in the case of a standby Letter of
                  Credit, or is to be denominated in a currency other than
                  Dollars.

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

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



                                       24
<PAGE>

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

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

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

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

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

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

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

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

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

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

         (b) Procedures for Issuance and Amendment.

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




                                       25
<PAGE>

         Issuer (A) the Letter of Credit to be amended; (B) the proposed date of
         amendment thereof (which shall be a Business Day); (C) the nature of
         the proposed amendment; and (D) such other matters as the L/C Issuer
         may require.

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

                  (iii) Promptly after its delivery of any Letter of Credit or
         any amendment to a Letter of Credit to an advising bank with respect
         thereto or to the beneficiary thereof, the L/C Issuer will also deliver
         to the Borrower and the Administrative Agent a true and complete copy
         of such Letter of Credit or amendment.

         (c) Drawings and Reimbursements; Funding of Participations.

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

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



                                       26
<PAGE>

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

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

                  (v) Each Lender's obligation to make Revolving Loans or L/C
         Advances to reimburse the L/C Issuer for amounts drawn under Letters of
         Credit, as contemplated by this Section 2.03(c), shall be absolute and
         unconditional and shall not be affected by any circumstance, including
         (A) any set-off, counterclaim, recoupment, defense or other right that
         such Lender may have against the L/C Issuer, the Borrower or any other
         Person for any reason whatsoever; (B) the occurrence or continuance of
         a Default or Event of Default, (C) non-compliance with the conditions
         set forth in Section 4.02, or (D) any other occurrence, event or
         condition, whether or not similar to any of the foregoing. No such
         making of an L/C Advance shall relieve or otherwise impair the
         obligation of the Borrower to reimburse the L/C Issuer for the amount
         of any payment made by the L/C Issuer under any Letter of Credit,
         together with interest as provided herein.

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

         (d) Repayment of Participations.

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

                  (ii) If any payment received by the Administrative Agent for
         the account of the L/C Issuer pursuant to Section 2.03(c)(i) is
         required to be returned under any of the circumstances described in
         Section 9.06 (including pursuant to any settlement entered into by the
         L/C Issuer in




                                       27
<PAGE>

         its discretion), each Lender shall pay to the Administrative Agent for
         the account of the L/C Issuer its Revolving Commitment Percentage
         thereof on demand of the Administrative Agent, plus interest thereon
         from the date of such demand to the date such amount is returned by
         such Lender, at a rate per annum equal to the Federal Funds Rate from
         time to time in effect.

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

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

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

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

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

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

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

         (f) Role of L/C Issuer. Each Lender and the Borrower agree that, in
paying any drawing under a Letter of Credit, the L/C Issuer shall not have any
responsibility to obtain any document (other than any sight draft, certificates
and documents expressly required by the Letter of Credit) or to ascertain or
inquire as to the validity or accuracy of any such document or the authority of
the Person executing or delivering any such document. None of the L/C Issuer,
any Agent-Related Person nor any of the respective correspondents, participants
or assignees of the L/C Issuer shall be liable to any Lender for (i) any action
taken or omitted in connection herewith at the request or with the approval of
the Lenders or the Required Lenders, as applicable; (ii) any action taken or
omitted in the absence of gross negligence




                                       28
<PAGE>

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

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

         (h) Applicability of ISP98 and UCP. Unless otherwise expressly agreed
by the L/C Issuer and the Borrower when a Letter of Credit is issued (including
any such agreement applicable to an Existing Letter of Credit), (i) the rules of
the "International Standby Practices 1998" published by the Institute of
International Banking Law & Practice (or such later version thereof as may be in
effect at the time of issuance) shall apply to each standby Letter of Credit,
and (ii) the rules of the Uniform Customs and Practice for Documentary Credits,
as most recently published by the International Chamber of Commerce (the "ICC")
at the time of issuance (including the ICC decision published by the Commission
on Banking Technique and Practice on April 6, 1998 regarding the European single
currency (euro)) shall apply to each commercial Letter of Credit.

         (i) Letter of Credit Fees. The Borrower shall pay Letter of Credit fees
as set forth in Section 2.09.

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

         2.04 Additional Provisions with respect to Swing Line Loans.

         (a) Borrowing Procedures. Each Swing Line Borrowing shall be made upon
the Borrower's irrevocable notice to the Swing Line Lender and the
Administrative Agent, which may be given by




                                       29
<PAGE>

telephone. Each such notice must be received by the Swing Line Lender and the
Administrative Agent not later than 2:00 p.m. on the requested borrowing date,
and shall specify (i) the amount to be borrowed, which shall be a minimum of
$100,000, and (ii) the requested borrowing date, which shall be a Business Day.
Each such telephonic notice must be confirmed promptly by delivery to the Swing
Line Lender and the Administrative Agent of a written Loan Notice, appropriately
completed and signed by a Responsible Officer of the Borrower. Promptly after
receipt by the Swing Line Lender of any telephonic Loan Notice, the Swing Line
Lender will confirm with the Administrative Agent (by telephone or in writing)
that the Administrative Agent has also received such Loan Notice and, if not,
the Swing Line Lender will notify the Administrative Agent (by telephone or in
writing) of the contents thereof. Unless the Swing Line Lender has received
notice (by telephone or in writing) from the Administrative Agent (including at
the request of any Lender) prior to 2:00 p.m. on the date of the proposed Swing
Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line
Loan as a result of the limitations set forth in this Article II, or (B) that
one or more of the applicable conditions specified in Section 4.02 is not then
satisfied, then, subject to the terms and conditions hereof, the Swing Line
Lender will, not later than 3:00 p.m. on the borrowing date specified in such
Loan Notice, make the amount of its Swing Line Loan available to the Borrower by
crediting the account of the Borrower on the books of the Swing Line Lender in
immediately available funds.

         (b) Refinancing.

                  (i) The Swing Line Lender at any time in its sole and absolute
         discretion may request, on behalf of the Borrower (which hereby
         irrevocably authorizes the Swing Line Lender to so request on its
         behalf), that each Lender make a Revolving Loan that is a Base Rate
         Loan in an amount equal to such Lender's Revolving Commitment
         Percentage of Swing Line Loans then outstanding. Such request shall be
         made in writing (which written request shall be deemed to be a Loan
         Notice for purposes hereof) and in accordance with the requirements of
         Section 2.02, without regard to the minimum and multiples specified
         therein for the principal amount of Base Rate Loans, the unutilized
         portion of the Aggregate Commitments or the conditions set forth in
         Section 4.02. The Swing Line Lender shall furnish the Borrower with a
         copy of the applicable Loan Notice promptly after delivering such
         notice to the Administrative Agent. Each Lender shall make an amount
         equal to its Revolving Commitment Percentage of the amount specified in
         such Loan Notice available to the Administrative Agent in immediately
         available funds for the account of the Swing Line Lender at the
         Administrative Agent's Office not later than 1:00 p.m. on the day
         specified in such Loan Notice, whereupon, subject to Section
         2.04(c)(ii), each Lender that so makes funds available shall be deemed
         to have made a Revolving Loan that is a Base Rate Loan to the Borrower
         in such amount. The Administrative Agent shall remit the funds so
         received to the Swing Line Lender.

                  (ii) If for any reason any Swing Line Loan cannot be
         refinanced by such a Borrowing of Revolving Loans in accordance with
         Section 2.04(c)(i), the request for Revolving Loans submitted by the
         Swing Line Lender as set forth herein shall be deemed to be a request
         by the Swing Line Lender that each of the Lenders fund its risk
         participation in the relevant Swing Line Loan and each Lender's payment
         to the Administrative Agent for the account of the Swing Line Lender
         pursuant to Section 2.04(c)(i) shall be deemed payment in respect of
         such participation.

                  (iii) If any Lender fails to make available to the
         Administrative Agent for the account of the Swing Line Lender any
         amount required to be paid by such Lender pursuant to the foregoing
         provisions of this Section 2.04(c) by the time specified in Section
         2.04(c)(i), the Swing Line Lender shall be entitled to recover from
         such Lender (acting through the Administrative Agent), on demand, such
         amount with interest thereon for the period from the date such payment
         is required to the date on which such payment is immediately available
         to the Swing Line Lender



                                       30
<PAGE>

         at a rate per annum equal to the Federal Funds Rate from time to time
         in effect. A certificate of the Swing Line Lender submitted to any
         Lender (through the Administrative Agent) with respect to any amounts
         owing under this clause (iii) shall be conclusive absent manifest
         error.

                  (iv) Each Lender's obligation to make Revolving Loans or to
         purchase and fund risk participations in Swing Line Loans pursuant to
         this Section 2.04(c) shall be absolute and unconditional and shall not
         be affected by any circumstance, including (A) any set-off,
         counterclaim, recoupment, defense or other right that such Lender may
         have against the Swing Line Lender, the Borrower or any other Person
         for any reason whatsoever, (B) the occurrence or continuance of a
         Default or Event of Default, (C) non-compliance with the conditions set
         forth in Section 4.02, or (D) any other occurrence, event or condition,
         whether or not similar to any of the foregoing. No such purchase or
         funding of risk participations shall relieve or otherwise impair the
         obligation of the Borrower to repay Swing Line Loans, together with
         interest as provided herein.

         (c) Repayment of Participations.

                  (i) At any time after any Lender has purchased and funded a
         risk participation in a Swing Line Loan, if the Swing Line Lender
         receives any payment on account of such Swing Line Loan, the Swing Line
         Lender will distribute to such Lender its Revolving Commitment
         Percentage of such payment (appropriately adjusted, in the case of
         interest payments, to reflect the period of time during which such
         Lender's risk participation was funded) in the same funds as those
         received by the Swing Line Lender.

                  (ii) If any payment received by the Swing Line Lender in
         respect of principal or interest on any Swing Line Loan is required to
         be returned by the Swing Line Lender under any of the circumstances
         described in Section 9.06 (including pursuant to any settlement entered
         into by the Swing Line Lender in its discretion), each Lender shall pay
         to the Swing Line Lender its Revolving Commitment Percentage thereof on
         demand of the Administrative Agent, plus interest thereon from the date
         of such demand to the date such amount is returned, at a rate per annum
         equal to the Federal Funds Rate. The Administrative Agent will make
         such demand upon the request of the Swing Line Lender.

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

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

         2.05 Repayment of Loans.

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

         (b) Swing Line Loans. The Borrower shall repay each Swing Line Loan on
the earliest to occur of (i) the date of demand for repayment by the Swing Line
Lender, (ii) the date five (5) Business Days after such Loan is made and (iii)
the Termination Date.



                                       31
<PAGE>

         2.06 Prepayments.

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

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

         (c) Application. Within each Loan, prepayments will be applied first to
Base Rate Loans, then to Eurodollar Loans in direct order of Interest Period
maturities. In addition:

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

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

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



                                       32
<PAGE>

         2.08 Interest.

         (a) Subject to the provisions of subsection (b) below, (i) each
Eurodollar Loan (other than Swing Line Loans) shall bear interest on the
outstanding principal amount thereof for each Interest Period at a rate per
annum equal to the Eurodollar Rate for such Interest Period plus the Applicable
Percentage; (ii) each Loan that is a Base Rate Loan shall bear interest on the
outstanding principal amount thereof from the applicable borrowing date at a
rate per annum equal to the Base Rate plus the Applicable Percentage; and (iii)
each Swing Line Loan shall bear interest on the outstanding principal amount
thereof from the applicable borrowing date at a rate per annum equal to the
Daily Floating Eurodollar Rate plus the Applicable Percentage.

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

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

         2.09 Fees.

         (a) Facility Fee. From and after the Closing Date, the Borrower agrees
to pay the Administrative Agent for the ratable benefit of the Lenders a
commitment fee (the "Facility Fee") for each calendar quarter, prorated for
partial quarters, in an amount equal to the Applicable Percentage multiplied by
the average daily amount of the Aggregate Revolving Commitments (or if the
Aggregate Revolving Commitments shall have expired or been terminated, on the
Outstanding Amount of the Revolving Obligations), regardless of usage. The
Facility Fee shall accrue at all times during the Commitment Period (and
thereafter so long as Revolving Obligations shall remain outstanding), including
periods during which the conditions to Extensions of Credit in Section 4.02 may
not be met, and shall be payable quarterly in arrears on the last day of each
March, June, September and December, commencing with the first such date to
occur after the Closing Date, and on the Termination Date (and, if applicable,
thereafter on demand). The Administrative Agent shall distribute the Facility
Fee to the Lenders pro rata in accordance with the respective Revolving
Commitments of the Lenders.

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

         (c) Letter of Credit Fees.

                  (i) Letter of Credit Fee. In consideration of the L/C
         Commitment hereunder, the Borrower agrees to pay to the Administrative
         Agent for the ratable benefit of the Lenders an annual fee (the "Letter
         of Credit Fee") equal to the greater of (A) the Applicable Percentage
         per annum on the average daily maximum amount available to be drawn
         under each such Letter of Credit (whether or not such maximum amount is
         then in effect under such Letters of Credit) from the date of issuance
         to the date of expiration or (B) $1,250. The Letter of Credit Fee shall
         be




                                       33
<PAGE>

         computed on a quarterly basis in arrears and shall be payable quarterly
         in arrears on the first Business Day after the end of each March, June,
         September and December, commencing on the first such date to occur
         after the Closing Date, and on the Letter of Credit Expiration Date
         (and, if applicable, thereafter on demand.

                  (ii) L/C Issuer Fees. In addition to the Letter of Credit Fee,
         the Borrower agrees to pay to the L/C Issuer for its own account
         without sharing by the other Lenders (A) a fronting and negotiation fee
         of one eighth of one percent (0.125%) per annum on the average daily
         maximum amount available to be drawn under Letters of Credit issued by
         it from the date of issuance to the date of expiration, and (B)
         customary charges of the L/C Issuer with respect to the issuance,
         amendment, transfer, administration, cancellation and conversion of,
         and drawings under, such Letters of Credit (collectively, the "L/C
         Issuer Fees").

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

         (e) Other Fees.

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

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

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

         2.11 Payments Generally.

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

         (b) Subject to the definition of "Interest Period," if any payment to
be made by the Borrower shall come due on a day other than a Business Day,
payment shall be made on the next following




                                       34
<PAGE>

Business Day, and such extension of time shall be reflected in computing
interest or fees, as the case may be.

         (c) Unless the Borrower or any Lender has notified the Administrative
Agent, prior to the date any payment is required to be made by it to the
Administrative Agent hereunder, that the Borrower or such Lender, as the case
may be, will not make such payment, the Administrative Agent may assume that the
Borrower or such Lender, as the case may be, has timely made such payment and
may (but shall not be so required to), in reliance thereon, make available a
corresponding amount to the Person entitled thereto. If and to the extent that
such payment was not in fact made to the Administrative Agent in immediately
available funds, then:

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

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

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

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

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



                                       35
<PAGE>

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

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

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

         2.13 Evidence of Debt.

         (a) The Extension of Credits made by each Lender shall be evidenced by
one or more accounts or records maintained by such Lender and by the
Administrative Agent in the ordinary course of business. The accounts or records
maintained by the Administrative Agent and each Lender shall be conclusive
absent manifest error of the amount of the Extension of Credits made by the
Lenders to the Borrower and the interest and payments thereon. Any failure to so
record or any error in doing so shall not, however, limit or otherwise affect
the obligation of the Borrower hereunder to pay any amount owing with respect to
the Obligations. In the event of any conflict between the accounts and records
maintained by any Lender and the accounts and records of the Administrative
Agent in respect of such matters, the




                                       36
<PAGE>

accounts and records of the Administrative Agent shall control in the absence of
manifest error. The Borrower shall execute and deliver to the Administrative
Agent a Note for each Lender, which shall evidence such Lender's Loans in
addition to such accounts or records. Each Lender may attach schedules to its
Note and endorse thereon the date, Type (if applicable), amount and maturity of
its Loans and payments with respect thereto.

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


                                   ARTICLE III
                     TAXES, YIELD PROTECTION AND ILLEGALITY

         3.01 Taxes.

         (a) Any and all payments by the Borrower to or for the account of the
Administrative Agent or any Lender under any Credit Document shall be made free
and clear of and without deduction for any and all present or future taxes,
duties, levies, imposts, deductions, assessments, fees, withholdings or similar
charges, and all liabilities with respect thereto, excluding, in the case of the
Administrative Agent and each Lender, taxes imposed on or measured by its
overall net income, and franchise taxes imposed on it (in lieu of net income
taxes), by the jurisdiction (or any political subdivision thereof) under the
Laws of which the Administrative Agent or such Lender, as the case may be, is
organized or maintains a lending office (all such non-excluded taxes, duties,
levies, imposts, deductions, assessments, fees, withholdings or similar charges,
and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall
be required by any Laws to deduct any Taxes from or in respect of any sum
payable under any Credit Document to the Administrative Agent or any Lender, (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), each of the Administrative Agent and such Lender receives
an amount equal to the sum it would have received had no such deductions been
made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay
the full amount deducted to the relevant taxation authority or other authority
in accordance with applicable Law, and (iv) within thirty (30) days after the
date of such payment, the Borrower shall furnish to the Administrative Agent
(which shall forward the same to such Lender) the original or a certified copy
of a receipt evidencing payment thereof.

         (b) In addition, the Borrower agrees to pay any and all present or
future stamp, court or documentary taxes and any other excise or property taxes
or charges or similar levies that arise from any payment made under any Credit
Document or from the execution, delivery, performance, enforcement or
registration of, or otherwise with respect to, any Credit Document (hereinafter
referred to as "Other Taxes").

         (c) If the Borrower shall be required to deduct or pay any Taxes or
Other Taxes from or in respect of any sum payable under any Credit Document to
the Administrative Agent or any Lender, the Borrower shall also pay to the
Administrative Agent or to such Lender, as the case may be, at the time interest
is paid, such additional amount that the Administrative Agent or such Lender
specifies is necessary to preserve the after-tax yield (after factoring in all
taxes, including taxes imposed on or measured by net income) that the
Administrative Agent or such Lender would have received if such Taxes or Other
Taxes had not been imposed.



                                       37
<PAGE>

         (d) The Borrower agrees to indemnify the Administrative Agent and each
Lender for (i) the full amount of Taxes and Other Taxes (including any Taxes or
Other Taxes imposed or asserted by any jurisdiction on amounts payable under
this Section) paid by the Administrative Agent and such Lender, (ii) amounts
payable under Section 3.01(c) and (iii) any liability (including additions to
tax, penalties, interest and expenses and any costs related to the defense of a
lawsuit or other action, whether brought by a Credit Party or any other party)
arising therefrom or with respect thereto, in each case whether or not such
Taxes or Other Taxes were correctly or legally imposed or asserted by the
relevant Governmental Authority. Payment under this subsection (d) shall be made
within thirty (30) days after the date the Lender or the Administrative Agent
makes a demand therefor.

         3.02 Illegality. If any Lender determines that any Law has made it
unlawful, or that any Governmental Authority has asserted that it is unlawful,
for any Lender or its applicable Lending Office to make, maintain or fund
Eurodollar Loans, or to determine or charge interest rates based upon the
Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through
the Administrative Agent, any obligation of such Lender to make or continue
Eurodollar Loans or to convert Loans that are Base Rate Loans to Eurodollar
Loans shall be suspended until such Lender notifies the Administrative Agent and
the Borrower that the circumstances giving rise to such determination no longer
exist. Upon receipt of such notice, the Borrower shall, upon demand from such
Lender (with a copy to the Administrative Agent), prepay or, if applicable,
convert all Eurodollar Loans of such Lender to Base Rate Loans, either on the
last day of the Interest Period therefor, if such Lender may lawfully continue
to maintain such Eurodollar Loans to such day, or immediately, if such Lender
may not lawfully continue to maintain such Eurodollar Loans. Upon any such
prepayment or conversion, the Borrower shall also pay accrued interest on the
amount so prepaid or converted. Each Lender agrees to designate a different
Lending Office if such designation will avoid the need for such notice and will
not, in the good faith judgment of such Lender, otherwise be materially
disadvantageous to such Lender.

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

         3.04 Increased Cost; Capital Adequacy.

         (a) If any Lender determines that as a result of the introduction of or
any change in or in the interpretation of any Law, or such Lender's compliance
therewith, there shall be any increase in the cost to such Lender of agreeing to
make or making, funding or maintaining Eurodollar Loans or (as the case may be)
issuing or participating in Letters of Credit, or a reduction in the amount
received or receivable by such Lender in connection with any of the foregoing
(excluding for purposes of this subsection (a) any such increased costs or
reduction in amount resulting from (i) Taxes or Other Taxes (as to which Section
3.01 shall govern), (ii) changes in the basis of taxation of overall net income
or overall gross income by the United States or any foreign jurisdiction or any
political subdivision of either thereof under the Laws of which such Lender is
organized or has its Lending Office, and (iii) reserve requirements utilized in
the determination of the Eurodollar Rate), then from time to time upon demand of
such Lender




                                       38
<PAGE>

(with a copy of such demand to the Administrative Agent), the Borrower shall pay
to such Lender such additional amounts as will compensate such Lender for such
increased cost or reduction.

         (b) If any Lender determines that the introduction of any Law regarding
capital adequacy or any change therein or in the interpretation thereof, or
compliance by such Lender (or its Lending Office) therewith, has the effect of
reducing the rate of return on the capital of such Lender or any corporation
controlling such Lender as a consequence of such Lender's obligations hereunder
(taking into consideration its policies with respect to capital adequacy and
such Lender's desired return on capital), then from time to time upon demand of
such Lender (with a copy of such demand to the Administrative Agent), the
Borrower shall pay to such Lender such additional amounts as will compensate
such Lender for such reduction.

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

                  (a) any continuation, conversion, payment or prepayment of any
         Loan other than a Base Rate Loan (or a Swing Line Loan that bears
         interest based on the Daily Floating Eurodollar Rate) on a day other
         than the last day of the Interest Period for such Loan (whether
         voluntary, mandatory, automatic, by reason of acceleration, or
         otherwise);

                  (b) any failure by the Borrower (for a reason other than the
         failure of such Lender to make a Loan) to prepay, borrow, continue or
         convert any Loan other than a Base Rate Loan (or a Swing Line Loan that
         bears interest based on the Daily Floating Eurodollar Rate) on the date
         or in the amount notified by the Borrower; or

                  (c) any assignment of a Eurodollar Loan (or a Swing Line Loan
         that bears interest based on the Daily Floating Eurodollar Rate) on a
         day other than the last day of the Interest Period therefor as a result
         by the Borrower pursuant to Section 9.16;

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

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

         3.06 Matters Applicable to All Requests for Compensation.

         (a) A certificate of the Administrative Agent or any Lender claiming
compensation under this Article III and setting forth the additional amount or
amounts to be paid to it hereunder shall be conclusive in the absence of
manifest error. In determining such amount, the Administrative Agent or such
Lender may use any reasonable averaging and attribution methods.

         (b) Upon any Lender's making of a claim for compensation under Section
3.01 or 3.04, the Borrower may replace such Lender in accordance with Section
9.16.



                                       39
<PAGE>

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


                                   ARTICLE IV
                  CONDITIONS PRECEDENT TO EXTENSION OF CREDITS

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

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

                  (b) The Administrative Agent shall have received a duly
         executed Revolving Note for the account of each Lender, complying with
         Section 2.13;

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

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

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

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

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

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

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

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



                                       40
<PAGE>

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

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

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

                  (n) Since December 31, 2002, there has been no event or
         circumstance with respect to the condition (financial or otherwise),
         operations, business or assets of the Borrower and its Subsidiaries
         taken as a whole that has had or could reasonably be expected to have a
         Material Adverse Effect.

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

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

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

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

                  (c) The representations and warranties of the Borrower made in
         or pursuant to the Credit Documents shall be true in all material
         respects on and as of the date of such Extension of Credit; provided
         that the reaffirmation of the representations and warranties in respect
         of Schedule 5.07 (Material Subsidiaries), Schedule 5.12 (Indebtedness),
         Schedule 5.13 (Contingent Liabilities) and Schedule 5.14 (Investments)
         shall be as of the most recent fiscal quarter end;

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

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

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




                                       41
<PAGE>

                                    ARTICLE V
                         REPRESENTATIONS AND WARRANTIES

         The Borrower represents and warrants that:

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

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

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

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

         5.05 Compliance with ERISA.

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

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



                                       42
<PAGE>

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

         5.06 Environmental Matters. Except as set forth on Schedule 5.06
hereto:

                  (a) No written notice, notification, demand, request for
         information, citation, summons, complaint or order has been received by
         the Borrower and to the knowledge of the Borrower, no penalty has been
         assessed and no investigation or review is pending or threatened by any
         governmental or other entity, (i) with respect to any alleged violation
         of any Environmental Laws in connection with the conduct of the
         Borrower and relating to a Hazardous Substance or (ii) with respect to
         any alleged failure to have any permit, certificate, license, approval,
         registration or authorization required in connection with the conduct
         of the Borrower relating to a Hazardous Substance or (iii) with respect
         to any generation, treatment, storage, recycling, transportation,
         disposal or release (including a release as defined in 42 U.S.C.
         Section 9601(22)) ("Release") of any Hazardous Substance used by the
         Borrower, which alleged violation, alleged failure to have any required
         permit, certificate, license, approval, or registration, or generation,
         treatment, storage, recycling, transportation, disposal or release, is
         reasonably likely to result in liability to the Borrower in excess of
         $1,000,000 in any instance or $5,000,000 in the aggregate.

                  (b) (i) To the Borrower's knowledge, there has been no Release
         of a Hazardous Substance at, on or under any property used by the
         Borrower or for which the Borrower or any of its Material Subsidiaries
         would be liable, which Release, is reasonably likely to result in
         liability to the Borrower in excess of $1,000,000 in any instance or
         $5,000,000 in the aggregate; (ii) to the Borrower's knowledge, neither
         the Borrower nor any of its Material Subsidiaries has, other than as a
         generator or in a manner not regulated or prohibited under the
         Environmental Laws, stored or treated any "hazardous waste" (as defined
         in 42 U.S.C. Section 6903(5)) on any property used by the Borrower or
         for which the Borrower or any of its Material Subsidiaries would be
         liable, except for such storage or treatment which is not reasonably
         likely to result in liability to the Borrower or any of its Material
         Subsidiaries in excess of $1,000,000 in any instance or $5,000,000 in
         the aggregate; and (iii) to the Borrower's knowledge no polychlorinated
         biphenyl ("PCB") in concentrations greater than 50 parts per million,
         friable asbestos, or underground storage tank (in use or abandoned) is
         at any property used by the Borrower or for which the Borrower or any
         of its Material Subsidiaries would be liable, except for such PCBs,
         friable asbestos or underground storage tanks that are not reasonably
         likely to result in liability to the Borrower or any of its Material
         Subsidiaries in excess of $1,000,000 in any instance or $5,000,000 in
         the aggregate.

                  (c) To the knowledge of the Borrower, neither the Borrower nor
         any of its Material Subsidiaries has transported or arranged for the
         transportation (directly or indirectly) of any Hazardous Substance to
         any location which is listed under the Comprehensive Environmental
         Response, Compensation and Liability Act of 1980, as amended
         ("CERCLA"), on the Comprehensive Environmental Response, Compensation
         and Liability Information System, as amended ("CERCLIS"), or on any
         similar state list or which is the subject of any federal state or





                                       43
<PAGE>

         local enforcement action or other investigation which may lead to
         claims for clean-up costs, remedial work, damages to natural resources
         or for personal injury claims, including, but not limited to, claims
         under CERCLA, that are reasonably likely to result in liability to the
         Borrower or any of its Material Subsidiaries in excess of $1,000,000 in
         any instance or $5,000,000 in the aggregate.

                  (d) No written notification of a Release of a Hazardous
         Substance has been filed by or on behalf of the Borrower or any of its
         Material Subsidiaries, which individually or in combination with other
         such Releases, is reasonably likely to result in liability for the
         Borrower or any of its Material Subsidiaries in excess of $1,000,000 in
         any instance or $5,000,000 in the aggregate.

                  (e) There have been no environmental audits or similar
         investigations conducted by or which are in the possession of the
         Borrower or any of its Material Subsidiaries in relation to any
         property used by the Borrower or for which the Borrower or any of its
         Material Subsidiaries would be liable, which identify one or more
         environmental liabilities of the Borrower or any of its Material
         Subsidiaries which are reasonably likely to exceed $1,000,000 in any
         instance or $5,000,000 in the aggregate.

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

         5.08 Not an Investment Company. Neither the Borrower nor any of its
Material Subsidiaries is an "investment company" within the meaning of the
Investment Company Act of 1940, as amended.

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

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



                                       44
<PAGE>

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

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

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

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

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

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

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

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

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

                  (i) annual audited consolidated balance sheet of the Borrower
         and its consolidated subsidiaries dated as of December 31, 2002,
         together with related statements of income and cash flows certified by
         Ernst & Young LLP, certified public accountants; and



                                       45
<PAGE>

                  (ii) interim company-prepared consolidated balance sheet of
         the Borrower and its consolidated subsidiaries dated as of June 30,
         2003, together with related company-prepared statements of income and
         cash flows.

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

         5.21 Treasury Regulations. The Borrower does not intend to treat any of
the Loans, the Letters of Credit or any related transaction as a "reportable
transaction" (within the meaning of Treasury Regulation Section 1.6011-4). In
the event the Borrower determines that it will take any action inconsistent with
such intention, it will promptly notify the Administrative Agent thereof. If the
Borrower so notifies the Administrative Agent, any Lender may treat its Loans
(and its participation interests in Letters of Credit and Swing Line Loans) as
subject to Treasury Regulation Section 301.6112-1, and such Lender will maintain
any lists and other records required thereby.


                                   ARTICLE VI
                                    COVENANTS

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

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

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

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



                                       46
<PAGE>

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

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

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

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

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

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

                  (i) promptly after the occurrence of any ERISA Event;

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

                  (k) to the extent the information provided by the Borrower on
         Schedule 5.07 (Material Subsidiaries), Schedule 5.12 (Indebtedness),
         Schedule 5.13 (Contingent Liabilities) and Schedule 5.14 (Investments)
         changes following the Closing Date, the Borrower will provide the
         Administrative Agent with updated information not less frequently than
         quarterly, and such




                                       47
<PAGE>

         schedules shall be deemed modified to include the updated information
         as provided in Section 4.02;

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

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

                  For purposes of the foregoing:

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

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

         6.02 Payment of Obligations. The Borrower will pay and discharge, and
will cause each of its Subsidiaries to pay and discharge, at or before maturity,
or prior to expiration of applicable notice, grace and curative periods, all
their respective material obligations and liabilities, including, without
limitation, tax liabilities, except where the same may be contested in good
faith by appropriate proceedings, and will maintain, and will cause each of its
Subsidiaries to maintain, in accordance with GAAP, appropriate reserves for the
accrual of any of the same.

         6.03 Maintenance of Property; Insurance.

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

                  (b) The Borrower will maintain, and will cause each of its
         Subsidiaries to maintain, with financially sound and responsible
         insurance companies, insurance on all their respective properties in at
         least such amounts and against such risks (and with such risk
         retention) as are




                                       48
<PAGE>

         usually insured against in the same general area by companies of
         established repute engaged in the same or a similar business, and will
         furnish to the Lenders, upon request from the Administrative Agent,
         information presented in reasonable detail as to the insurance so
         carried. The insurance described in this Section 6.03 may be carried by
         the tenants under the respective tenant leases of such properties in
         lieu of by Borrower or its Subsidiaries so long as the Borrower or its
         respective Subsidiary is named as loss payee and additional insured
         with respect to such insurance.

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

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

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

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

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

                  (b) Liens in favor of a Lender or any of its Affiliates
         pursuant to a Swap Contract permitted hereunder, but only to the extent
         that (i) the obligations under such Swap Contract are



                                       49
<PAGE>

         permitted under Section 6.10, (ii) such Liens are on the same
         collateral that secures the Obligations, and (iii) the obligations
         under such Swap Contract and the Obligations share pari passu in the
         collateral subject to such Liens;

                  (c) mortgage Liens to the extent not prohibited, both before
         and after giving effect thereto on a pro forma basis, by the provisions
         of the financial covenants set out in Section 6.17;

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

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

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

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

                  (h) easements, rights-of-way, restrictions and other similar
         encumbrances affecting real property that, in the aggregate, are not
         substantial in amount, and that do not in any case materially detract
         from the value of the property subject thereto or materially interfere
         with the ordinary conduct of the business of the applicable Person;

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

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

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

                  (l) Liens on properties securing security deposits of tenants,
         provided that the aggregate amount of such security deposits shall not
         exceed 5% of Consolidated Total Capital at any time; and

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



                                       50
<PAGE>

         6.08 Consolidations, Mergers and Sales and Transfers of Assets.

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

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

                           (i) (A) the Consolidated Unencumbered Realty held by
                  the Borrower shall be not less than $400 million, and (B)
                  Consolidated Unencumbered Realty held by the Consolidated
                  Group (including, for purposes hereof, in the case of
                  non-Subsidiary joint ventures, the lesser of (x) the
                  outstanding principal amount of first mortgage lien
                  indebtedness owed to members of the Consolidated Group by any
                  such non-Subsidiary joint venture, or (y) the fair market
                  value of the property that is the subject of such first
                  mortgage lien) shall be not less than $1 billion, and

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

         For any such transfer, investment, sale or disposition involving
         consideration in excess of $50 million, in each such instance, the
         Borrower shall deliver to the Administrative Agent an officer's
         certificate describing the transaction in detail reasonably
         satisfactory to the Administrative Agent and representing that after
         giving effect to the transaction on a pro forma basis (A) the Borrower
         is in compliance with the terms of the Credit Agreement and (B) no
         Default or Event of Default then exists.

         6.09 Creation of Subsidiaries. The Borrower will not, nor will it
permit any of its Subsidiaries to, create any Subsidiary except for the creation
of a Wholly Owned Subsidiary of the Borrower or a Specified Affiliate provided
that (i) such Subsidiary or Specified Affiliate is organized under the laws of a
jurisdiction within the United States of America and (ii) no Default exists
immediately prior to or after the creation of such Subsidiary or Specified
Affiliate.

         6.10 Incurrence and Existence of Debt. The Borrower will not, and will
not permit any of its Subsidiaries to, incur, assume or permit to exist any
Indebtedness, except:

                  (a) Indebtedness under the Credit Documents;

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

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

                  (d) obligations (contingent or otherwise) of any member of the
         Consolidated Group existing or arising under any Swap Contract,
         provided that (i) such obligations are (or were) entered into by such
         Person in the ordinary course of business for the purpose of directly
         mitigating risks associated with liabilities, commitments, investments,
         assets, or property held or




                                       51
<PAGE>

         reasonably anticipated by such Person, or changes in the value of
         securities issued by such Person, and not for purposes of speculation
         or taking a "market view"; and (ii) such Swap Contract does not contain
         any provision exonerating the non-defaulting party from its obligation
         to make payments on outstanding transactions to the defaulting party;

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

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

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

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

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

         6.12 Use of Proceeds. The Extensions of Credit hereunder will be used
(i) to refinance existing indebtedness for borrowed money, (ii) to finance the
acquisition of healthcare real estate properties by the Borrower and its
Subsidiaries, and (iii) to finance the general corporate purposes of the
Borrower and its Subsidiaries.

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

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

                  (a) cash and Cash Equivalents;



                                       52
<PAGE>

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

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

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

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

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

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

                  (a) The Borrower will not, nor will it permit any of its
         Subsidiaries (other than its Wholly Owned Subsidiaries or the Specified
         Affiliates) to, repurchase, retire or redeem any of its capital stock;
         provided that (i) the Borrower may redeem its preferred stock, if any,
         with proceeds from the sale of its common stock and (ii) so long as no
         Event of Default shall then exist hereunder, the Borrower may redeem
         its capital stock in an amount not to exceed $25 million in the
         aggregate, as approved by the Board of Directors.

                  (b) The Borrower will not pay dividends on any of its stock in
         any fiscal quarter in excess of 95% of the average quarterly Funds From
         Operations for the immediately preceding four fiscal quarters; provided
         that (i) any Wholly Owned Subsidiary of the Borrower may pay dividends
         or make distributions to its parent company and (ii) the Borrower may
         pay such dividends as are necessary to maintain its status as a REIT.

                  (c) The Borrower will cause its Subsidiaries to dividend or
         otherwise transfer (not less frequently than quarterly) to it all
         excess cash on hand (except as provided in the cash management
         arrangements with the Borrower's special purpose entities) to be held
         in a common cash concentration and management account(s).

         6.16 Financial Covenants. The Borrower will not:

                  (a) Consolidated Leverage Ratio. Permit the Consolidated
         Leverage Ratio at any time to be greater than 50%.

                  (b) Consolidated Secured Leverage Ratio. Permit the
         Consolidated Secured Leverage Ratio at any time to be greater than 20%.

                  (c) Consolidated Unencumbered Leverage Ratio. Permit the
         Consolidated Unencumbered Leverage Ratio at any time to be greater than
         2.0:1.0.



                                       53
<PAGE>

                  (d) Consolidated Fixed Charge Coverage Ratio. Permit the
         Consolidated Fixed Charge Coverage Ratio as of the end of any fiscal
         quarter to be less than 2.25:1.0.

                  (e) Consolidated Unsecured Coverage Ratio. Permit the
         Consolidated Unsecured Coverage Ratio as of the end of any fiscal
         quarter to be less than 2.25:1.0.

                  (f) Consolidated Tangible Net Worth. Permit Consolidated
         Tangible Net Worth as of the end of any fiscal quarter to be less than
         the sum of (i) $806 million plus (ii) an amount equal to 95% of the net
         cash proceeds received from Equity Transactions occurring after the
         Closing Date.

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

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

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

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

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

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


                                   ARTICLE VII
                         EVENTS OF DEFAULT AND REMEDIES

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



                                       54
<PAGE>

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

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

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

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

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

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

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

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



                                       55
<PAGE>

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

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

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

                  (l) (i) The voting interests in any Specified Affiliate shall
         be held by a Person other than a director, officer or employee of the
         Borrower, (ii) the Borrower shall fail to own substantially all of the
         economic interest in any Specified Affiliate and the remainder of such
         economic interest shall be held by a Person other than directors,
         officers and/or employees or (iii) a Specified Affiliate shall engage
         in any of the actions or activities that are limited or restricted by
         Article 6 hereof;

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

                  (n) the occurrence of a Change of Control;

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



                                       56
<PAGE>

         Agent shall have the exclusive right to enforce the remedies available
         under this Credit Agreement during the continuance of any Event of
         Default hereunder.

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

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

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

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

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

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

Subject to Section 2.03(c), amounts used to provide Cash Collateral for the
aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above
shall be applied to satisfy drawings under such Letters of Credit as they occur.
If any amount remains on deposit as Cash Collateral after all Letters of Credit
have either been fully drawn or expired, such remaining amount shall be applied
to the other Obligations, if any, in the order set forth above.


                                  ARTICLE VIII
                              ADMINISTRATIVE AGENT

         8.01 Appointment and Authorization of Administrative Agent.

         (a) Each Lender hereby irrevocably appoints, designates and authorizes
the Administrative Agent to take such action on its behalf under the provisions
of this Credit Agreement and each other Credit Document and to exercise such
powers and perform such duties as are expressly delegated to it by the terms of
this Credit Agreement or any other Credit Document, together with such powers as
are reasonably incidental thereto. Notwithstanding any provision to the contrary
contained elsewhere herein or in any other Credit Document, the Administrative
Agent shall not have any duties or responsibilities,




                                       57
<PAGE>

except those expressly set forth herein, nor shall the Administrative Agent have
or be deemed to have any fiduciary relationship with any Lender or participant,
and no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Credit Agreement or any other Credit
Document or otherwise exist against the Administrative Agent. Without limiting
the generality of the foregoing sentence, the use of the term "agent" herein and
in the other Credit Documents with reference to the Administrative Agent is not
intended to connote any fiduciary or other implied (or express) obligations
arising under agency doctrine of any applicable Law. Instead, such term is used
merely as a matter of market custom, and is intended to create or reflect only
an administrative relationship between independent contracting parties.

         (b) The L/C Issuer shall act on behalf of the Lenders with respect to
any Letters of Credit issued by it and the documents associated therewith, and
the L/C Issuer shall have all of the benefits and immunities (i) provided to the
Administrative Agent in this Article VIII with respect to any acts taken or
omissions suffered by the L/C Issuer in connection with Letters of Credit issued
by it or proposed to be issued by it and the applications and agreements for
letters of credit pertaining to such Letters of Credit as fully as if the term
"Administrative Agent" as used in this Article VIII and in the definition of
"Agent-Related Person" included the L/C Issuer with respect to such acts or
omissions, and (ii) as additionally provided herein with respect to the L/C
Issuer.

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

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

         8.04 Reliance by Administrative Agent.

         (a) The Administrative Agent shall be entitled to rely, and shall be
fully protected in relying, upon any writing, communication, signature,
resolution, representation, notice, consent, certificate, affidavit, letter,
telegram, facsimile, telex or telephone message, electronic mail message,
statement or other document or conversation believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person or Persons,
and upon advice and statements of legal counsel (including counsel to any Credit
Party), independent accountants and other experts selected by the Administrative
Agent. The Administrative Agent shall be fully justified in failing or refusing
to take any action under any Credit Document unless it shall first receive such
advice or concurrence of the Required Lenders as it deems appropriate and, if it
so requests, it shall first be indemnified to its satisfaction by the Lenders





                                       58
<PAGE>

against any and all liability and expense that may be incurred by it by reason
of taking or continuing to take any such action. The Administrative Agent shall
in all cases be fully protected in acting, or in refraining from acting, under
this Credit Agreement or any other Credit Document in accordance with a request
or consent of the Required Lenders (or such greater number of Lenders as may be
expressly required hereby in any instance) and such request and any action taken
or failure to act pursuant thereto shall be binding upon all the Lenders.

         (b) For purposes of determining compliance with the conditions
specified in Section 5.01, each Lender that has signed this Credit Agreement
shall be deemed to have consented to, approved or accepted or to be satisfied
with, each document or other matter required thereunder to be consented to or
approved by or acceptable or satisfactory to a Lender unless the Administrative
Agent shall have received notice from such Lender prior to the proposed Closing
Date specifying its objection thereto.

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

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

         8.07 Indemnification of Administrative Agent. Whether or not the
transactions contemplated hereby are consummated, the Lenders shall indemnify
upon demand each Agent-Related Person (to the




                                       59
<PAGE>

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

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

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




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

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

                  (a) to file and prove a claim for the whole amount of the
         principal and interest owing and unpaid in respect of the Loans, L/C
         Obligations and all other Obligations (other than obligations under
         Swap Contracts to which the Administrative Agent is not a party) that
         are owing and unpaid and to file such other documents as may be
         necessary or advisable in order to have the claims of the Lenders and
         the Administrative Agent (including any claim for the reasonable
         compensation, expenses, disbursements and advances of the Lenders and
         the Administrative Agent and their respective agents and counsel and
         all other amounts due the Lenders and the Administrative Agent under
         Sections 2.03(i) and (j), 2.09 and 9.04) allowed in such judicial
         proceeding; and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender to make such payments to the Administrative Agent and, in the event
that the Administrative Agent shall consent to the making of such payments
directly to the Lenders, to pay to the Administrative Agent any amount due for
the reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under Sections 2.09 and 9.04.

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

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

         8.12 Other Agents; Arrangers and Managers. None of the Lenders or other
Persons identified on the facing page or signature pages of this Credit
Agreement as a "syndication agent," "documentation




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<PAGE>

agent," "co-agent," "book manager," "lead manager," "arranger," "lead arranger"
or "co-arranger" shall have any right, power, obligation, liability,
responsibility or duty under this Credit Agreement other than, in the case of
such Lenders, those applicable to all Lenders as such. Without limiting the
foregoing, none of the Lenders or other Persons so identified shall have or be
deemed to have any fiduciary relationship with any Lender. Each Lender
acknowledges that it has not relied, and will not rely, on any of the Lenders or
other Persons so identified in deciding to enter into this Credit Agreement or
in taking or not taking action hereunder.


                                   ARTICLE IX
                                  MISCELLANEOUS

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

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

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

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

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

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

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



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<PAGE>

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

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

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

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

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

         9.02 Notices and Other Communications; Facsimile Copies.

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

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



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<PAGE>

         (c) Limited Use of Electronic Mail. With respect to notices or
deliveries permitted or required hereunder, electronic mail and internet and
intranet websites may be used only to distribute routine communications, such as
financial statements and other information as provided in Section 6.01, and to
distribute Credit Documents for execution by the parties thereto, and may not be
used for any other purpose.

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

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

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

         9.05 Indemnification by the Borrower. Whether or not the transactions
contemplated hereby are consummated, the Borrower shall indemnify and hold
harmless each Agent-Related Person, each Lender and their respective Affiliates,
directors, officers, employees, counsel, agents, trustees, advisors and
attorneys-in-fact (collectively the "Indemnitees") from and against any and all
liabilities, obligations, losses, damages, penalties, claims, demands, actions,
judgments, suits, costs, expenses and disbursements (including Attorney Costs)
of any kind or nature whatsoever (subject to the provisions of Section 3.01 with
respect to Taxes and Other Taxes) that may at any time be imposed on, incurred
by or asserted




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

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

         9.07 Successors and Assigns.

         (a) The provisions of this Credit Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby, except that the Borrower may not assign or otherwise
transfer any of its rights or obligations hereunder without the prior written
consent of each Lender and no Lender may assign or otherwise transfer any of its
rights or obligations hereunder except (i) to an Eligible Assignee in accordance
with the provisions of subsection (b) of this Section, (ii) by way of
participation in accordance with the provisions of subsection (d) of this
Section, or (iii) by way of pledge or assignment of a security interest subject
to the restrictions of subsection (f) or (i) of this Section (and any other
attempted assignment or transfer by any party hereto shall be null and void).
Nothing in this Credit Agreement, expressed or implied, shall be construed to
confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby, Participants to the extent provided in
subsection (d) of this Section and, to the extent expressly




                                       65
<PAGE>

contemplated hereby, the Indemnitees) any legal or equitable right, remedy or
claim under or by reason of this Credit Agreement.

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

         (c) The Administrative Agent, acting solely for this purpose as an
agent of the Borrower, shall maintain at the Administrative Agent's Office a
copy of each Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amounts of the Loans and L/C Obligations owing to, each Lender
pursuant to the terms hereof from time to time (the "Register"). The entries in
the Register shall be conclusive, absent manifest error, and the Borrower, the
Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Credit Agreement, notwithstanding notice to the contrary.
The Register shall be available for inspection by the Borrower and any Lender,
at any reasonable time and from time to time upon reasonable prior notice.

         (d) Any Lender may at any time, without the consent of, or notice to,
the Borrower or the Administrative Agent, sell participations to any Person
(other than a natural person or the Borrower or





                                       66
<PAGE>

any of the Borrower's Affiliates or Subsidiaries) (each, a "Participant") in all
or a portion of such Lender's rights and/or obligations under this Credit
Agreement (including all or a portion of its Commitment and/or the Loans
(including such Lender's participations in L/C Obligations and/or Swing Line
Loans) owing to it); provided that (i) such Lender's obligations under this
Credit Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (iii) the Borrower, the Administrative Agent and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender's rights and obligations under this Credit Agreement. Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce this Credit Agreement
and to approve any amendment, modification or waiver of any provision of this
Credit Agreement; provided that such agreement or instrument may provide that
such Lender will not, without the consent of the Participant, agree to any
amendment, waiver or other modification that extends the time for, reduces the
amount or alters the application of proceeds with respect to such obligations
and payments required therein that directly affects such Participant. Subject to
subsection (e) of this Section, the Borrower agrees that each Participant shall
be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent
as if it were a Lender and had acquired its interest by assignment pursuant to
subsection (b) of this Section. To the extent permitted by law, each Participant
also shall be entitled to the benefits of Section 9.09 as though it were a
Lender, provided such Participant agrees to be subject to Section 2.13 as though
it were a Lender.

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

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

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

         (h) Notwithstanding anything to the contrary contained herein, if at
any time Bank of America assigns all of its Commitment and Loans pursuant to
subsection (b) above, Bank of America may, (i) upon thirty (30) days' notice to
the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty (30)
days' notice to the Borrower, resign as Swing Line Lender. In the event of any
such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be
entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line
Lender hereunder; provided, however, that no failure by the Borrower to appoint
any such successor shall affect the resignation of Bank of America as L/C Issuer
or Swing Line Lender, as the case may be. If Bank of America resigns as L/C
Issuer, it shall retain all the




                                       67
<PAGE>

rights and obligations of the L/C Issuer hereunder with respect to all Letters
of Credit outstanding as of the effective date of its resignation as L/C Issuer
and all L/C Obligations with respect thereto (including the right to require the
Lenders to make Revolving Loans that are Base Rate Loans or fund risk
participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If Bank of
America resigns as Swing Line Lender, it shall retain all the rights of the
Swing Line Lender provided for hereunder with respect to Swing Line Loans made
by it and outstanding as of the effective date of such resignation, including
the right to require the Lenders to make Revolving Loans that are Base Rate
Loans or fund risk participations in outstanding Swing Line Loans pursuant to
Section 2.04(c).

         9.08 Confidentiality. Each of the Administrative Agent and the Lenders
agrees to maintain the confidentiality of Confidential Information, except that
Confidential Information may be disclosed (a) to its and its Affiliates'
directors, officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such Confidential
Information and instructed to keep such Confidential Information confidential);
(b) to the extent requested by any regulatory authority; (c) to the extent
required by applicable Law or regulations or by any subpoena or similar legal
process; (d) to any other party to this Credit Agreement; (e) in connection with
the exercise of any remedies hereunder or any suit, action or proceeding
relating to this Credit Agreement or the enforcement of rights hereunder (it
being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Confidential Information and
instructed to keep such Confidential Information confidential); (f) subject to
an agreement containing provisions substantially the same as those of this
Section, to (i) any Eligible Assignee of or Participant in, or any prospective
Eligible Assignee of or Participant in, any of its rights or obligations under
this Credit Agreement or (ii) any direct or indirect contractual counterparty or
prospective counterparty (or such contractual counterparty's or prospective
counterparty's professional advisor) to any credit derivative transaction
relating to obligations of the Credit Parties; (g) with the consent of the
Borrower; (h) to the extent such Confidential Information (i) becomes publicly
available other than as a result of a breach of this Section or (ii) becomes
available to the Administrative Agent or any Lender on a nonconfidential basis
from a source other than the Borrower; (i) to the National Association of
Insurance Commissioners or any other similar organization (it being understood
that the Persons to whom such disclosure is made will be informed of the
confidential nature of such Confidential Information and instructed to keep such
Confidential Information confidential); or (j) to any nationally recognized
rating agency that requires access to a Lender's or an Affiliate's investment
portfolio in connection with ratings issued with respect to such Lender or
Affiliate. In addition, the Administrative Agent and the Lenders may disclose
the existence of this Credit Agreement and information about this Credit
Agreement to market data collectors, similar service providers to the lending
industry, and service providers to the Administrative Agent and the Lenders in
connection with the administration and management of this Credit Agreement, the
other Credit Documents, the Commitments, and the Extension of Credits. Any
Person required to maintain the confidentiality of Confidential Information as
provided in this Section shall be considered to have complied with its
obligation to do so if such Person has exercised the same degree of care to
maintain the confidentiality of such Confidential Information as such Person
would accord to its own confidential information. For the purposes of this
Section, "Confidential Information" means all information received from any
Credit Party relating to any Credit Party or its business, other than any such
information that is available to the Administrative Agent or any Lender on a
nonconfidential basis prior to disclosure by any Credit Party; provided that, in
the case of information received from a Credit Party after the date hereof, such
information is clearly identified in writing at the time of delivery as
confidential. Notwithstanding anything herein to the contrary, "Confidential
Information" shall not include any information with respect to the "tax
treatment" and "tax structure" (in each case, within the meaning of Treasury
Regulation Section 1.6011-4) of the transactions contemplated hereby and all
materials of any kind (including opinions or other tax analyses) that are
provided to the Administrative Agent or any Lender relating to such tax
treatment and tax structure, and the Administrative Agent and each Lender may
disclose to any and all Persons, without limitation of any kind




                                       68
<PAGE>

(other than limitations provided by applicable Law), any such information;
provided that with respect to any document or similar item that contains
information concerning the tax treatment or tax structure of the transaction as
well as Confidential Information, this sentence shall only apply to such
portions of the document or similar item that relate to the tax treatment or tax
structure of the Loans, the Letters of Credit and the transactions contemplated
hereby.

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

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

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

         9.12 Integration. This Credit Agreement, together with the other Credit
Documents, comprises the complete and integrated agreement of the parties on the
subject matter hereof and thereof and supersedes all prior agreements, written
or oral, on such subject matter. In the event of any conflict between the
provisions of this Credit Agreement and those of any other Credit Document, the
provisions of this Credit Agreement shall control; provided that the inclusion
of supplemental rights or remedies in favor of the Administrative Agent or the
Lenders in any other Credit Document shall not be deemed a conflict with this
Credit Agreement. Each Credit Document was drafted with the joint participation
of the respective parties thereto and shall be construed neither against nor in
favor of any party, but rather in accordance with the fair meaning thereof.

         9.13 Survival of Representations and Warranties. All representations
and warranties made hereunder and in any other Credit Document or other document
delivered pursuant hereto or thereto or in connection herewith or therewith
shall survive the execution and delivery hereof and thereof. Such
representations and warranties have been or will be relied upon by the
Administrative Agent and each




                                       69
<PAGE>

Lender, regardless of any investigation made by the Administrative Agent or any
Lender or on their behalf and notwithstanding that the Administrative Agent or
any Lender may have had notice or knowledge of any Default or Event of Default
at the time of any Extension of Credit, and shall continue in full force and
effect as long as any Loan or any other Obligation hereunder shall remain unpaid
or unsatisfied or any Letter of Credit shall remain outstanding.

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

         9.15 Tax Forms.

         (a) (i) Each Lender that is not a "United States person" within the
         meaning of Section 7701(a)(30) of the Internal Revenue Code (a "Foreign
         Lender") shall deliver to the Administrative Agent, prior to receipt of
         any payment subject to withholding under the Internal Revenue Code (or
         upon accepting an assignment of an interest herein), two duly signed
         completed copies of either IRS Form W-8BEN or any successor thereto
         (relating to such Foreign Lender and entitling it to an exemption from,
         or reduction of, withholding tax on all payments to be made to such
         Foreign Lender by the Borrower pursuant to this Credit Agreement) or
         IRS Form W-8ECI or any successor thereto (relating to all payments to
         be made to such Foreign Lender by the Borrower pursuant to this Credit
         Agreement) or such other evidence satisfactory to the Borrower and the
         Administrative Agent that such Foreign Lender is entitled to an
         exemption from, or reduction of, U.S. withholding tax, including any
         exemption pursuant to Section 881(c) of the Internal Revenue Code.
         Thereafter and from time to time, each such Foreign Lender shall (A)
         promptly submit to the Administrative Agent such additional duly
         completed and signed copies of one of such forms (or such successor
         forms as shall be adopted from time to time by the relevant United
         States taxing authorities) as may then be available under then current
         United States laws and regulations to avoid, or such evidence as is
         satisfactory to the Borrower and the Administrative Agent of any
         available exemption from or reduction of, United States withholding
         taxes in respect of all payments to be made to such Foreign Lender by
         the Borrower pursuant to this Credit Agreement, (B) promptly notify the
         Administrative Agent of any change in circumstances that would modify
         or render invalid any claimed exemption or reduction, and (C) take such
         steps as shall not be materially disadvantageous to it, in the
         reasonable judgment of such Lender, and as may be reasonably necessary
         (including the re-designation of its Lending Office) to avoid any
         requirement of applicable Law that the Borrower make any deduction or
         withholding for taxes from amounts payable to such Foreign Lender.

                  (ii) Each Foreign Lender, to the extent it does not act or
         ceases to act for its own account with respect to any portion of any
         sums paid or payable to such Lender under any of the Credit Documents
         (for example, in the case of a typical participation by such Lender),
         shall deliver to the Administrative Agent on the date when such Foreign
         Lender ceases to act for its own account with respect to any portion of
         any such sums paid or payable, and at such other times as may be
         necessary in the determination of the Administrative Agent (in the
         reasonable exercise of its discretion), (A) two duly signed completed
         copies of the forms or statements required to be provided by such
         Lender as set forth above, to establish the portion of any such sums
         paid or payable with respect to which such Lender acts for its own
         account that is not subject to U.S. withholding tax, and (B) two duly
         signed completed copies of IRS Form W-8IMY



                                       70
<PAGE>

         (or any successor thereto), together with any information such Lender
         chooses to transmit with such form, and any other certificate or
         statement of exemption required under the Internal Revenue Code, to
         establish that such Lender is not acting for its own account with
         respect to a portion of any such sums payable to such Lender.

                  (iii) The Borrower shall not be required to pay any additional
         amount to any Foreign Lender under Section 3.01 (A) with respect to any
         Taxes required to be deducted or withheld on the basis of the
         information, certificates or statements of exemption such Lender
         transmits with an IRS Form W-8IMY pursuant to this Section 9.15(a) or
         (B) if such Lender shall have failed to satisfy the foregoing
         provisions of this Section 9.15(a); provided that if such Lender shall
         have satisfied the requirement of this Section 9.15(a) on the date such
         Lender became a Lender or ceased to act for its own account with
         respect to any payment under any of the Credit Documents, nothing in
         this Section 9.15(a) shall relieve the Borrower of its obligation to
         pay any amounts pursuant to Section 3.01 in the event that, as a result
         of any change in any applicable Law, treaty or governmental rule,
         regulation or order, or any change in the interpretation,
         administration or application thereof, such Lender is no longer
         properly entitled to deliver forms, certificates or other evidence at a
         subsequent date establishing the fact that such Lender or other Person
         for the account of which such Lender receives any sums payable under
         any of the Credit Documents is not subject to withholding or is subject
         to withholding at a reduced rate.

                  (iv) The Administrative Agent may, without reduction, withhold
         any Taxes required to be deducted and withheld from any payment under
         any of the Credit Documents with respect to which the Borrower is not
         required to pay additional amounts under this Section 9.15(a).

         (b) Upon the request of the Administrative Agent, each Lender that is a
"United States person" within the meaning of Section 7701(a)(30) of the Internal
Revenue Code shall deliver to the Administrative Agent two duly signed completed
copies of IRS Form W-9. If such Lender fails to deliver such forms, then the
Administrative Agent may withhold from any interest payment to such Lender an
amount equivalent to the applicable back-up withholding tax imposed by the
Internal Revenue Code, without reduction.

         (c) If any Governmental Authority asserts that the Administrative Agent
did not properly withhold or backup withhold, as the case may be, any tax or
other amount from payments made to or for the account of any Lender, such Lender
shall indemnify the Administrative Agent therefor, including all penalties and
interest, any taxes imposed by any jurisdiction on the amounts payable to the
Administrative Agent under this Section, and costs and expenses (including
Attorney Costs) of the Administrative Agent. The obligation of the Lenders under
this Section shall survive the termination of the Aggregate Commitments,
repayment of all other Obligations hereunder and the resignation of the
Administrative Agent.

         9.16 Replacement of Lenders. Under any circumstances set forth herein
providing that the Borrower shall have the right to replace a Lender as a party
to this Credit Agreement, the Borrower may, upon notice to such Lender and the
Administrative Agent, replace such Lender by causing such Lender to assign its
Commitment (with the related assignment fee to be paid by the Borrower) pursuant
to Section 9.07(b) to one or more Eligible Assignees procured by the Borrower;
provided, however, that if the Borrower elects to exercise such right with
respect to any Lender pursuant to Section 3.06(b), it shall be obligated to
replace all Lenders that have made similar requests for compensation pursuant to
Section 3.01 or 3.04. The Borrower shall pay in full all principal, interest,
fees and other amounts owing to such Lender through the date of replacement
(including any amounts payable pursuant to Section 3.05). Any Lender being
replaced shall execute and deliver an Assignment and Assumption with respect to
such




                                       71
<PAGE>

Lender's Commitment and outstanding Loans and participations in L/C Obligations
and Swing Line Loans.

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

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

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

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

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

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

         9.18 GOVERNING LAW.

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

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



                                       72
<PAGE>

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

         9.20 No Conflict. To the extent there is any conflict or inconsistency
between the provisions hereof and the provisions of any Credit Document, this
Credit Agreement shall control.

         9.21 Entire Agreement. THIS CREDIT AGREEMENT AND THE OTHER CREDIT
DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE
PARTIES.



                  [remainder of page intentionally left blank]











                                       73
<PAGE>

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


BORROWER:                            HEALTHCARE REALTY TRUST INCORPORATED,
                                     a Maryland corporation


                                     By:   /s/ Scott W. Holmes
                                         ---------------------------------------
                                     Name: Scott W. Holmes
                                     Title: SVP & CFO



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


                                     By:  /s/ Kevin Wagley
                                         ---------------------------------------
                                     Name: Kevin Wagley
                                     Title: Principal


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


                                     By: /s/ Kevin Wagley
                                         ---------------------------------------
                                     Name: Kevin Wagley
                                     Title: Principal


                                     UBS LOAN FINANCE LLC
                                     as a Lender

                                     By: /s/ Wilfred V. Saint
                                         ---------------------------------------
                                     Name: Wilfred V. Saint
                                     Title: Associate Director Banking Products
                                            Services, US


                                     By: /s/ Barbara Ezell McMichael
                                         ---------------------------------------
                                     Name: Barbara Ezell McMichael
                                     Title: Associate Director Banking Products
                                            Services, US


                                     CREDIT LYONNAIS NEW YORK BRANCH,
                                     as a Lender


                                     By: /s/ Charles Heidsieck
                                         ---------------------------------------
                                     Name: Charles Heidsieck
                                     Title: Senior Vice President
<PAGE>



                                     FLEET NATIONAL BANK,
                                     as a Lender


                                     By: /s/ J. Nicholas Cole
                                         ---------------------------------------
                                     Name: J. Nicholas Cole
                                     Title: Managing Director

                                     WACHOVIA BANK, NATIONAL ASSOCIATION,
                                     as a Lender


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

                                     SUNTRUST BANK,
                                     as a Lender


                                     By: /s/ Mark D. Mattson
                                         ---------------------------------------
                                     Name: Mark D. Mattson
                                     Title: Director

                                     UNION PLANTERS BANK, N.A.,
                                     as a Lender


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

                                     LASALLE BANK NATIONAL ASSOCIATION,
                                     as a Lender


                                     By: /s/ Robert E. Goeckel
                                         ---------------------------------------
                                     Name: Robert E. Goeckel
                                     Title: AVP

                                     KEY BANK NATIONAL ASSOCIATION,
                                     as a Lender


                                     By: /s/ Charles J. Shoop
                                         ---------------------------------------
                                     Name: Charles J. Shoop
                                     Title: Vice President


<PAGE>


                                     FIRST TENNESSEE BANK NA,
                                     as a Lender


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

                                     AMSOUTH BANK,
                                     as a Lender


                                     By: /s/ Grier Powers
                                         ---------------------------------------
                                     Name: Grier Powers
                                     Title: Vice President

                                     FIFTH THIRD BANK,
                                     as a Lender


                                     By: /s/ Sandy Hamrick
                                         ---------------------------------------
                                     Name: Sandy Hamrick
                                     Title: Vice President

<PAGE>
                                  Schedule 2.01

                             Lenders and Commitments


<TABLE>
<CAPTION>
 ----------------------------------------------------------------------------------------

                                                                       Pro Rata Share of
                                                                     Revolving Commitment
                  Lender                    Revolving Commitment
<S>                                         <C>                      <C>
 ----------------------------------------------------------------------------------------

 ----------------------------------------------------------------------------------------
 Bank of America, N.A.                         $35,000,000.00           11.666666667%
 ----------------------------------------------------------------------------------------
 UBS Loan Finance LLC                          $30,000,000.00           10.000000000%
 ----------------------------------------------------------------------------------------
 Credit Lyonnais New York Branch               $30,000,000.00           10.000000000%
 ----------------------------------------------------------------------------------------
 Fleet National Bank                           $30,000,000.00           10.000000000%
 ----------------------------------------------------------------------------------------
 Wachovia Bank, National Association           $30,000,000.00           10.000000000%
 ----------------------------------------------------------------------------------------
 SunTrust Bank                                 $25,000,000.00            8.333333333%
 ----------------------------------------------------------------------------------------
 Union Planters Bank, N.A.                     $25,000,000.00            8.333333333%
 ----------------------------------------------------------------------------------------
 LaSalle Bank, National Association            $25,000,000.00            8.333333333%
 ----------------------------------------------------------------------------------------
 Key Bank, National Association                $25,000,000.00            8.333333333%
 ----------------------------------------------------------------------------------------
 First Tennessee Bank NA                       $20,000,000.00            6.666666667%
 ----------------------------------------------------------------------------------------
 AmSouth Bank                                  $15,000,000.00            5.000000000%
 ----------------------------------------------------------------------------------------
 Fifth Third Bank                              $10,000,000.00            3.333333333%
 ----------------------------------------------------------------------------------------

 ----------------------------------------------------------------------------------------
                              Total:          $300,000,000.00         100.0000000000%
 ----------------------------------------------------------------------------------------
</TABLE>





<PAGE>


                                  SCHEDULE 2.03

                           EXISTING LETTERS OF CREDIT



                                      NONE.





<PAGE>


                                  SCHEDULE 5.04

                                   LITIGATION


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


                                     -NONE-





<PAGE>


                                  SCHEDULE 5.06

                              ENVIRONMENTAL MATTERS

         5.01     ENVIRONMENTAL MATTERS.

Except as set forth on Schedule 5.06 hereto:

                  (a) No written notice, notification, demand, request for
         information, citation, summons, complaint or order has been received by
         the Borrower and to the knowledge of the Borrower, no penalty has been
         assessed and no investigation or review is pending or threatened by any
         governmental or other entity, (i) with respect to any alleged violation
         of any Environmental Laws in connection with the conduct of the
         Borrower and relating to a Hazardous Substance or (ii) with respect to
         any alleged failure to have any permit, certificate, license, approval,
         registration or authorization required in connection with the conduct
         of the Borrower relating to a Hazardous Substance or (iii) with respect
         to any generation, treatment, storage, recycling, transportation,
         disposal or release (including a release as defined in 42 U.S.C.
         Section 9601(22)) ("Release") of any Hazardous Substance used by the
         Borrower, which alleged violation, alleged failure to have any required
         permit, certificate, license, approval, or registration, or generation,
         treatment, storage, recycling, transportation, disposal or release, is
         reasonably likely to result in liability to the Borrower in excess of
         $1,000,000 in any instance or $5,000,000 in the aggregate.

                  (b) (i) To the Borrower's knowledge, there has been no Release
         of a Hazardous Substance at, on or under any property used by the
         Borrower or for which the Borrower or any of its Material Subsidiaries
         would be liable, which Release, is reasonably likely to result in
         liability to the Borrower in excess of $1,000,000 in any instance or
         $5,000,000 in the aggregate; (ii) to the Borrower's knowledge, neither
         the Borrower nor any of its Material Subsidiaries has, other than as a
         generator or in a manner not regulated or prohibited under the
         Environmental Laws, stored or treated any "hazardous waste" (as defined
         in 42 U.S.C. Section 6903(5)) on any property used by the Borrower or
         for which the Borrower or any of its Material Subsidiaries would be
         liable, except for such storage or treatment which is not reasonably
         likely to result in liability to the Borrower or any of its Material
         Subsidiaries in excess of $1,000,000 in any instance or $5,000,000 in
         the aggregate; and (iii) to the Borrower's knowledge no polychlorinated
         biphenyl ("PCB") in concentrations greater than 50 parts per million,
         friable asbestos, or underground storage tank (in use or abandoned) is
         at any property used by the Borrower or for which the Borrower or any
         of its Material Subsidiaries would be liable, except for such PCBs,
         friable asbestos or underground storage tanks that are not reasonably
         likely to result in liability to the Borrower or any of its Material
         Subsidiaries in excess of $1,000,000 in any instance or $5,000,000 in
         the aggregate.

                  (c) To the knowledge of the Borrower, neither the Borrower nor
         any of its Material Subsidiaries has transported or arranged for the
         transportation (directly or indirectly) of any Hazardous Substance to
         any location which is listed under the Comprehensive Environmental
         Response, Compensation and Liability Act of 1980, as amended
         ("CERCLA"), on the Comprehensive Environmental Response, Compensation
         and Liability Information System, as amended ("CERCLIS"), or on any
         similar state list or which is the subject of any federal state or
         local enforcement action or other investigation which may lead to
         claims for clean-up costs, remedial work,




<PAGE>

         damages to natural resources or for personal injury claims, including,
         but not limited to, claims under CERCLA, that are reasonably likely to
         result in liability to the Borrower or any of its Material Subsidiaries
         in excess of $1,000,000 in any instance or $5,000,000 in the aggregate.

                  (d) No written notification of a Release of a Hazardous
         Substance has been filed by or on behalf of the Borrower or any of its
         Material Subsidiaries, which individually or in combination with other
         such Releases, is reasonably likely to result in liability for the
         Borrower or any of its Material Subsidiaries in excess of $1,000,000 in
         any instance or $5,000,000 in the aggregate.

                  (e) There have been no environmental audits or similar
         investigations conducted by or which are in the possession of the
         Borrower or any of its Material Subsidiaries in relation to any
         property used by the Borrower or for which the Borrower or any of its
         Material Subsidiaries would be liable, which identify one or more
         environmental liabilities of the Borrower or any of its Material
         Subsidiaries which are reasonably likely to exceed $1,000,000 in any
         instance or $5,000,000 in the aggregate.



                                     -NONE-



<PAGE>


                                  SCHEDULE 5.07

                 MATERIAL SUBSIDIARIES AND SPECIFIED AFFILIATES

         Set forth below is a complete and accurate list of all of the Material
Subsidiaries of the Borrower, showing as to each such Material Subsidiary the
jurisdiction of its organization, the number of shares of each class of capital
stock or other equity interests outstanding and the percentage of the
outstanding shares of each such class owned (directly or indirectly) by the
Borrower or any other Material Subsidiary of the Borrower and the number of
shares covered by all outstanding options, warrants, rights of conversion or
purchase, and similar rights.

AS OF JUNE 30, 2003:

<TABLE>
<CAPTION>
================================================================================================
                      HEALTHCARE REALTY TRUST INCORPORATED
------------------------------------------------------------------------------------------------
ENTITY                                                INCORPORATED            QUALIFIED
------------------------------------------------------------------------------------------------
<S>                                                   <C>                     <C>
Healthcare Realty Services Incorporated - 1,000       Alabama                 Arizona
shares of Common Stock, $.01 par value, 100% owned                            California
by Borrower                                                                   Connecticut
                                                                              Florida
                                                                              Georgia
                                                                              Kansas
                                                                              Kentucky
                                                                              Mississippi
                                                                              Missouri
                                                                              Nevada
                                                                              North Carolina
                                                                              Oklahoma
                                                                              Pennsylvania
                                                                              Tennessee
                                                                              Texas
                                                                              Virginia
                                                                              Wyoming
------------------------------------------------------------------------------------------------
HRT of Alabama, Inc. - 100,000 shares of Common       Alabama
Stock, $.01 par value, 100% owned by Borrower
------------------------------------------------------------------------------------------------
HRT of Delaware, Inc. -100 shares of Common Stock,    Delaware
$.01 par value, 100% owned by Borrower
================================================================================================
</TABLE>



<PAGE>
<TABLE>
<CAPTION>
================================================================================================
                      HEALTHCARE REALTY TRUST INCORPORATED
------------------------------------------------------------------------------------------------
ENTITY                                                INCORPORATED            QUALIFIED
------------------------------------------------------------------------------------------------
<S>                                                   <C>                     <C>
HRT of Roanoke, Inc. - 1,000 shares of Common         Virginia
Stock, $1.00 par value, 100% owned by Borrower
------------------------------------------------------------------------------------------------
Pennsylvania HRT, Inc. - 10,000 shares of Common      Pennsylvania
Stock, $.01 par value, 100% owned by Borrower
------------------------------------------------------------------------------------------------
HR Acquisition I Corporation - 10 shares of Common    Maryland                Alabama
Stock, $.01 par value, 100% owned by Borrower                                 Arizona
                                                                              Arkansas
                                                                              California
                                                                              Connecticut
                                                                              Florida
                                                                              Georgia
                                                                              Illinois
                                                                              Massachusetts
                                                                              Michigan
                                                                              Missouri
                                                                              Mississippi
                                                                              North Carolina
                                                                              New Jersey
                                                                              New Mexico
                                                                              Nevada
                                                                              Ohio
                                                                              Oklahoma
                                                                              South Carolina
                                                                              Tennessee
                                                                              Virginia
                                                                              Washington
================================================================================================
</TABLE>




<PAGE>
<TABLE>
<CAPTION>
================================================================================================
                      HEALTHCARE REALTY TRUST INCORPORATED
------------------------------------------------------------------------------------------------
ENTITY                                                INCORPORATED            QUALIFIED
------------------------------------------------------------------------------------------------
<S>                                                   <C>                     <C>
                                                                              Wyoming
------------------------------------------------------------------------------------------------
San Antonio SSP, Ltd. - 25.3% interest owned by       Texas
affiliates of Borrower
------------------------------------------------------------------------------------------------
ASMI/Birmingham Medical Building SPE, LLC - 100%      Delaware                Alabama
interest owned by a subsidiary of the Borrower
================================================================================================
</TABLE>




                                  SCHEDULE 5.07
                                     PART B
              SUBSIDIARIES OF HR ACQUISITION I CORPORATION (HRAIC)

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

<TABLE>
<S>                                                  <C>               <C>
=========================================================================================
Hr Acquisition of Alabama, Inc.                      Alabama
-----------------------------------------------------------------------------------------
HR of California, Inc.                               Alabama           California
-----------------------------------------------------------------------------------------
         HR of Massachusetts, Inc.                   Alabama           Massachusetts
-----------------------------------------------------------------------------------------
         HR of Pennsylvania, Inc.                    Pennsylvania
-----------------------------------------------------------------------------------------
HR of Los Angeles, Ltd. (66.67% interest owned by    Alabama           California
affiliates of Borrower)
-----------------------------------------------------------------------------------------
HR of Las Vegas, Ltd.                                Alabama           Texas
                                                                       Nevada
-----------------------------------------------------------------------------------------
HR of Sarasota, Ltd.                                 Alabama           Florida
-----------------------------------------------------------------------------------------
         HR Acquisition of San Antonio, Ltd.         Alabama           Texas
-----------------------------------------------------------------------------------------
HR Acquisition Virginia Limited Partnership          Alabama           North Carolina
                                                                       Virginia
=========================================================================================
</TABLE>




<PAGE>
                                  SCHEDULE 5.10

                              COMPLIANCE WITH LAWS

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

                                     -NONE-



<PAGE>


                                  SCHEDULE 5.12

                                  INDEBTEDNESS


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


         As of June 30, 2003, Borrower has the following debt.

<TABLE>
<S>                                                                 <C>
         Senior Notes due 2011                                      $300,000,000

         Senior Notes due 2006                                      $ 70,000,000

         7.53% Note due 2005                                        $  2,917,000

         Mortgage Notes payable with various maturities             $ 70,578,000
</TABLE>

** Net obligations under interest rate swap contracts is an asset of
approximately $1.5 million at June 30, 2003 and is carried in "Other Assets" in
the balance sheet. At times, the net obligations under these interest rate swap
contracts are liabilities in the balance sheet. For example, at September 30,
2003, the net obligations under the Borrower's interest rate swap contracts is a
liability of approximately $3 million.

<PAGE>


SCHEDULE 5.13

                             CONTINGENT LIABILITIES


         As of the Closing Date, other than as set forth below, there are no
material contingent liabilities (other than contingent liabilities that
constitute Funded Debt and material contingent liabilities arising out of
customary indemnifications given by the Borrower or its Material Subsidiaries to
its officers and directors, its underwriters or its lenders) of the Borrower or
its Material Subsidiaries as of the date hereof.

                                     -NONE-

<PAGE>


                                 SCHEDULE 5.14

                                  INVESTMENTS


         Set forth below is a complete and accurate list, in all material
respects, as of the date hereof of all investments by the Borrower or any of its
Material Subsidiaries in any Person, other than investments by the Borrower or
any of its Material Subsidiaries in a Material Subsidiary or Specified
Affiliate.

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

         Borrower owns a 0.3968% interest in The Healthcare Airplane Group, LLC,
a Tennessee limited liability company. The capital contribution was made in the
amount $1,000.00.


<PAGE>
                                  Schedule 9.02

                                NOTICE ADDRESSES

Credit Parties:

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

Administrative Agent:

         For payments and Requests for Credit Extensions:

Bank of America, N.A.
One Independence Center
101 North Tryon Street
15th Floor
Charlotte, North Carolina 28255
NC1-001-15-04
Attn:       Jeff Pacetti, Agency Services
Telephone:  (704) 387-2471
Facsimile:  (704) 409-0019

         For all other Notices:

Bank of America, N.A.
100 N. Tryon Street
17th Floor
Charlotte, NC 28255
Attn:       Kevin Wagley, Principal
Telephone:  (704) 388-6006
Facsimile:  (704) 388-6002

         with a copy to:

Bank of America, N.A.
1455 Market Street, CA5-701-05-19
San Francisco, CA  94103
Attn:       Cassandra McCain
Telephone:  (415) 436-3400
Facsimile:  (415) 503-5133



<PAGE>


                                    Exhibit A

                               FORM OF LOAN NOTICE


Date:  __________, 200__

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

Re:      Credit Agreement (as amended, modified, supplemented and extended from
         time to time, the "Credit Agreement") dated as of October ___, 2003
         among Healthcare Realty Trust Incorporated, a Maryland corporation (the
         "Borrower"), the Lenders identified therein, and Bank of America, N.A.,
         as Administrative Agent. Capitalized terms used but not otherwise
         defined herein have the meanings provided in the Credit Agreement.

Ladies and Gentlemen:

The undersigned hereby requests (select one):

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

of Revolving Loans:

1.       On: _______________, 200__ (which is a Business Day).

2.       In the amount of: ___________________.

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

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

With respect to any Borrowing or any conversion or continuation requested
herein, the undersigned Borrower hereby represents and warrants that (i) in the
case of a Borrowing of Revolving Loans, such request complies with the
requirements of Section 2.01(a) of the Credit Agreement and (ii) in the case of
a Borrowing or any conversion or continuation, each of the conditions set forth
in Section 2.02 of the Credit Agreement have been satisfied on and as of the
date of such Borrowing or such conversion or continuation.

                                         HEALTHCARE REALTY TRUST INCORPORATED,
                                         a Maryland corporation

                                         By:
                                            ----------------------------------
                                         Name:
                                         Title:


<PAGE>


                                    Exhibit B

                             FORM OF REVOLVING NOTE

                                                                October __, 2003

FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby promises to pay to
_____________________ or its registered assigns (the "Lender"), in accordance
with the provisions of the Credit Agreement (as hereinafter defined), the
principal amount of each Revolving Loan from time to time made by the Lender to
the Borrower under that certain Credit Agreement (as amended, modified,
supplemented and extended from time to time, the "Credit Agreement") dated as of
October __, 2003 among the Borrower, the Lenders identified therein and Bank of
America, N.A., as Administrative Agent. Capitalized terms used but not otherwise
defined herein have the meanings provided in the Credit Agreement.

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

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

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

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

                                     Healthcare Realty Trust Incorporated,
                                     a Maryland corporation

                                     By:
                                        ----------------------------------
                                     Name:
                                     Title:



<PAGE>


                                    Exhibit C

                         FORM OF COMPLIANCE CERTIFICATE

Financial Statement Date: __________, 200_____


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

Re:      Credit Agreement (as amended, modified, supplemented and extended from
         time to time, the "Credit Agreement") dated as of October __, 2003
         among Healthcare Realty Trust Incorporated, a Maryland corporation (the
         "Borrower"), the Lenders identified therein, and Bank of America, N.A.,
         as Administrative Agent. Capitalized terms used but not otherwise
         defined herein have the meanings provided in the Credit Agreement.

Ladies and Gentlemen:

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

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

[1. Attached hereto as Schedule 1 are the year-end audited financial statements
required by Section 6.01(a) of the Credit Agreement for the fiscal year of the
Borrower ended as of the above date, together with the report and opinion of an
independent certified public accountant required by such section.]

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

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

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

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

[select one:]

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

[or:]



<PAGE>

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

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

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

6.       The Borrower's Debt Ratings are:

         Moody's     ___
         S&P         ___
         Fitch       ___

         IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
__________, 200__.

                                     Healthcare Realty Trust Incorporated,
                                     a Maryland corporation

                                     By:
                                        ----------------------------------
                                     Name:
                                     Title:


<PAGE>


                                    Exhibit D

                        FORM OF ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (this "Assignment and Assumption") is dated as of
the Effective Date set forth below and is entered into by and between [Insert
name of Assignor] (the "Assignor") and [Insert name of Assignee] (the
"Assignee"). Capitalized terms used but not defined herein have the meanings
provided in the Credit Agreement identified below, receipt of a copy of which is
hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth
in Annex 1 attached hereto are hereby agreed to and incorporated herein by
reference and made a part of this Assignment and Assumption as if set forth
herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns
to the Assignee, and the Assignee hereby irrevocably purchases and assumes from
the Assignor, subject to and in accordance with the Standard Terms and
Conditions and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of the Assignor's rights and
obligations as a Lender under the Credit Agreement and any other documents or
instruments delivered pursuant thereto to the extent related to the amount and
percentage interest identified below of all of such outstanding rights and
obligations of the Assignor under the respective facilities identified below
(including, without limitation, Letters of Credit and Guarantees included in
such facilities) and (ii) to the extent permitted to be assigned under
applicable law, all claims, suits, causes of action and any other right of the
Assignor (in its capacity as a Lender) against any Person, whether known or
unknown, arising under or in connection with the Credit Agreement, any other
documents or instruments delivered pursuant thereto or the loan transactions
governed thereby or in any way based on or related to any of the foregoing,
including, but not limited to, contract claims, tort claims, malpractice claims,
statutory claims and all other claims at law or in equity related to the rights
and obligations sold and assigned pursuant to clause (i) above (the rights and
obligations sold and assigned pursuant to clauses (i) and (ii) above being
referred to herein collectively as, the "Assigned Interest"); provided, however,
the Assignor shall remain entitled to the indemnities set forth in Section 9.05
of the Credit Agreement pursuant to the terms thereof. Such sale and assignment
is without recourse to the Assignor and, except as expressly provided in this
Assignment and Assumption, without representation or warranty by the Assignor.

<TABLE>
<S>                                         <C>
         1.       Assignor:                 ____________________________________________

         2.       Assignee:                 ____________________________________________ [and is an
                                            Affiliate/Approved Fund of [identify Lender]]

         3.       Borrower:                 Healthcare Realty Trust Incorporated, a Maryland corporation

         4.       Administrative Agent:     Bank of America, N.A.

         5.       Credit Agreement:         The Credit Agreement dated as of October __, 2003 by and
                                            among the Borrower, the Lenders party
                                            thereto and the Administrative Agent
</TABLE>



<PAGE>

         6.       Assigned Interest:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
                               Aggregate Amount of           Amount of
                                Commitment/Loans         Commitment/Loans      Percentage Assigned of
Facility Assigned(1)            for all Lenders            Assigned(2)          Commitment/Loans(3)
-----------------------------------------------------------------------------------------------------
<S>                            <C>                       <C>                   <C>


-----------------------------------------------------------------------------------------------------
</TABLE>

         7.       Trade Date:               __________________(4)

         8.       Effective Date:           __________________(5)



----------------

         (1) Fill in the appropriate terminology for the types of facilities
under the Credit Agreement that are being assigned under this Assignment (e.g.
"Revolving Commitment")

         (2) Amount to be adjusted by the counterparties to take into account
any payments or prepayments made between the Trade Date and the Effective Date.

         (3) Set forth, to at least 9 decimals, as a percentage of the
Commitment/Loans of all Lenders thereunder.

         (4) To be completed if the Assignor and the Assignee intend that the
minimum assignment amount is to be determined as of the Trade Date.

         (5) To be inserted by Administrative Agent and shall be the effective
date of recordation of transfer in the register therefor.
<PAGE>


The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR:                              [NAME OF ASSIGNOR]

                                       By:
                                          -----------------------------------
                                       Name:
                                       Title:

ASSIGNEE:                              [NAME OF ASSIGNEE]

                                       By:
                                          -----------------------------------
                                       Name:
                                       Title:

[Consented to and](6) Accepted:

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

By:
   -----------------------------------------
Name:
Title:

[Consented to:](7)

HEALTHCARE REALTY TRUST INCORPORATED

By:
   -----------------------------------------
Name:
Title:

[Consented to:](8)

BANK OF AMERICA, N.A., as L/C Issuer

By:
   -----------------------------------------
Name:
Title:





----------------

         (6) To be added only if the consent of the Administrative Agent is
required by the terms of the Credit Agreement.

         (7) To be added only if the consent of the Borrower is required by the
terms of the Credit Agreement.

         (8) To be added only if the consent of the L/C Issuer is required by
the terms of the Credit Agreement.



<PAGE>


                      Annex 1 to Assignment and Assumption

                          STANDARD TERMS AND CONDITIONS

1. Representations and Warranties.

1.1. Assignor. The Assignor (a) represents and warrants that (i) it is the legal
and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is
free and clear of any lien, encumbrance or other adverse claim and (iii) it has
full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Assumption and to consummate the transactions
contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the
Credit Agreement or any other Credit Document, (ii) the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Credit
Documents or any collateral thereunder, (iii) the financial condition of the
Borrower, any of their Subsidiaries or Affiliates or any other Person obligated
in respect of any Credit Document or (iv) the performance or observance by the
Borrower or any Guarantors, any of their Subsidiaries or Affiliates or any other
Person of any of their respective obligations under any Credit Document.

1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full
power and authority, and has taken all action necessary, to execute and deliver
this Assignment and Assumption and to consummate the transactions contemplated
hereby and to become a Lender under the Credit Agreement, (ii) it meets all
requirements of an Eligible Assignee under the Credit Agreement (subject to
receipt of such consents as may be required under the Credit Agreement), (iii)
from and after the Effective Date, it shall be bound by the provisions of the
Credit Agreement as a Lender thereunder and, to the extent of the Assigned
Interest, shall have the obligations of a Lender thereunder, (iv) it has
received a copy of the Credit Agreement, together with copies of the most recent
financial statements delivered pursuant to Section 6.01 thereof, as applicable,
and such other documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into this Assignment and
Assumption and to purchase the Assigned Interest on the basis of which it has
made such analysis and decision independently and without reliance on the
Administrative Agent or any other Lender, and (v) if it is a Foreign Lender,
attached hereto is any documentation required to be delivered by it pursuant to
the terms of the Credit Agreement, duly completed and executed by the Assignee;
and (b) agrees that (i) it will, independently and without reliance on the
Administrative Agent, the Assignor or any other Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Credit
Documents, and (ii) it will perform in accordance with their terms all of the
obligations which by the terms of the Credit Documents are required to be
performed by it as a Lender.

2. Payments. From and after the Effective Date, the Administrative Agent shall
make all payments in respect of the Assigned interest (including payments of
principal, interest, fees and other amounts) to the Assignor for amounts which
have accrued to but excluding the Effective Date and to the Assignee for amounts
which have accrued from and after the Effective Date.

3. General Provisions. This Assignment and Assumption shall be binding upon, and
inure to the benefit of, the parties hereto and their respective successors and
assigns. This Assignment and Assumption may be executed in any number of
counterparts, which together shall constitute one instrument. Delivery of an
executed counterpart of a signature page of this Assignment and Assumption by
telecopy shall be effective as delivery of a manually executed counterpart of
this Assignment and Assumption. This Assignment and Assumption shall be governed
by, and construed in accordance with, the law of the State of New York.

<PAGE>


                                   Exhibit E

                        FORM OF LENDER JOINDER AGREEMENT

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

                              W I T N E S S E T H

         WHEREAS, pursuant to that Credit Agreement dated as of October __, 2003
(as amended and modified from time to time, the "Credit Agreement") among the
Borrower, the Lenders and the Administrative Agent, the Lenders have agreed to
provide the Borrower with a [$250] million revolving credit facility;

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

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

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

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

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

         3. The New Lender (a) represents and warrants that it is a commercial
lender, other financial institution or other "accredited" investor (as defined
in SEC Regulation D) that makes or acquires loans in the ordinary course of
business and that it will make or acquire Loans for its own account in the
ordinary course of business, (b) confirms that it has received a copy of the
Credit Agreement, together with copies of the financial statements referred to
in Section 6.01 thereof and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Agreement; (c) agrees that it will, independently and without reliance upon
the Administrative Agent or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Credit Agreement; (d)
appoints and authorizes the Administrative Agent to take such action as agent on
its behalf and to exercise such powers and discretion under the Credit Agreement
as are delegated to the Administrative Agent by the terms thereof, together with
such powers and discretion as are reasonably





<PAGE>

incidental thereto; and (e) agrees that, as of the date hereof, the New Lender
shall (i) be a party to the Credit Agreement and the other Credit Documents,
(ii) be a "Lender" for all purposes of the Credit Agreement and the other Credit
Documents, (iii) perform all of the obligations that by the terms of the Credit
Agreement are required to be performed by it as a "Lender" under the Credit
Agreement and (iv) shall have the rights and obligations of a Lender under the
Credit Agreement and the other Credit Documents.

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

         5. The address of the New Lender for purposes of all notices and other
communications is __________________, __________________________, Attention of
______________ (Facsimile No. _______________).

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

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



<PAGE>


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

NEW LENDER:                [NEW LENDER],
                           as New Lender

                           By:
                              -----------------------------------------
                           Name:
                           Title:


BORROWER:                  HEALTHCARE REALTY TRUST INCORPORATED,
                           a Maryland corporation

                           By:
                              -----------------------------------------
                           Name:
                           Title:

GUARANTORS:                [ELIGIBLE DOMESTIC SUBSIDIARIES OF THE BORROWER]


                           By:
                              -----------------------------------------
                           Name:
                           Title:
                                    of each of the foregoing

Accepted and Agreed:

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

By:
   ----------------------------
Name:
Title:



<PAGE>
                                    Exhibit F

                                FORM OF GUARANTY

         THIS GUARANTY AGREEMENT, dated as of __________ __, 2003 (the
"Guaranty") is given by

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

         BANK OF AMERICA, N.A., in its capacity as administrative agent (in such
capacity, the "Administrative Agent") for the Lenders under the Credit Agreement
dated as of October __, 2003 (as amended and modified, the "Credit Agreement")
among Healthcare Realty Trust Incorporated, a Maryland corporation (the
"Borrower"), the Lenders identified therein and the Administrative Agent.
Capitalized terms used but not otherwise defined herein shall have the meanings
provided in the Credit Agreement.

                                    RECITALS:

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

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

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

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

         1. Guarantee of Payment. The Guarantors hereby irrevocably and
unconditionally guarantee, jointly and severally, to the Administrative Agent
and the Lenders the prompt payment, when due, by acceleration or otherwise, of
the Indebtedness. For the purposes hereof, "Indebtedness" shall mean, without
duplication, (i) all obligations of the Borrower (including interest accruing
after an event of bankruptcy or insolvency, regardless of whether such interest
is allowed as a claim under the Bankruptcy Code) to the Lenders and the
Administrative Agent, whenever arising, under the Credit Agreement, the Notes or
the other Credit Documents, and (ii) all liabilities and obligations, whenever
arising, owing from the Borrower or any Obligor to any Lender, or any affiliate
of a Lender, arising under any interest rate protection or currency exchange
agreement relating to the Obligations under the Credit Agreement or entered into
in the ordinary course of business and not for speculative purposes, whether
such Indebtedness is now existing or hereafter arising, due or to become due,
direct or indirect, absolute or contingent, and howsoever evidenced, held or
acquired, as such Indebtedness may be modified, extended, renewed or replaced
from time to time. The guaranty of the Guarantors as set forth in this section
is a guaranty of payment and not of collection.

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



<PAGE>

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

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

         4. Primary Liability of Guarantors. Each of the Guarantors agrees that
this Guaranty may be enforced by the Administrative Agent and the Lenders
without the necessity at any time of resorting to or exhausting any other
security or collateral and without the necessity at any time of having recourse
to the Notes or any collateral now or hereafter securing the Indebtedness or
otherwise, and each of the Guarantors hereby waives the right to require the
Administrative Agent and the Lenders to proceed against the Borrower or any
other person (including a co-guarantor) or to require the Administrative Agent
and the Lenders to pursue any other remedy or enforce any other right. Without
limiting the generality of the foregoing, each of the Guarantors hereby
specifically waives, to the extent permitted by applicable law, the benefits of
North Carolina General Statutes Sections 26-7 through 26-9, inclusive. In
addition, each of the Guarantors hereby waives and renounces any and all rights
it has or may have for subrogation, indemnity, reimbursement or contribution
against the Borrower for amounts paid under this Guaranty. This waiver is
expressly intended to prevent the existence of any claim in respect of such
subrogation, indemnity, reimbursement or contribution by a Guarantor against the
estate of the Borrower within the meaning of Section 101 of the United States
Bankruptcy Code, and to prevent such Guarantor from being deemed a "creditor" of
the Borrower in respect of such subrogation, indemnity, reimbursement or
contribution within the meaning of Section 547(b) of the United States
Bankruptcy Code in the event of a subsequent case involving the Borrower. Each
of the Guarantors further agrees that nothing contained herein shall prevent the
Administrative Agent or the Lenders from suing on the Notes or foreclosing its
security interest in or lien on any collateral now or hereafter securing the




<PAGE>

Indebtedness or from exercising any other rights available to the Administrative
Agent or the Lenders under the Notes, or any other instrument of security if
neither the Borrower nor the Guarantors timely perform the obligations of the
Borrower thereunder, and the exercise of any of the aforesaid rights and the
completion of any foreclosure proceedings shall not constitute a discharge of
any Guarantor's obligations hereunder; it being the purpose and intent of each
of the Guarantors that such Guarantor's obligations hereunder shall be absolute,
independent and unconditional under any and all circumstances. Neither the
Guarantors' obligations under this Guaranty nor any remedy for the enforcement
thereof shall be impaired, modified, changed or released in any manner
whatsoever by an impairment, modification, change, release or limitation of the
liability of the Borrower, by reason of the Borrower's bankruptcy or insolvency
or by reason of the invalidity or unenforceability of all or any portion of the
Indebtedness. Each of the Guarantors acknowledges that the term "Indebtedness"
as used herein includes any payments made by the Borrower to the Administrative
Agent or any Lender and subsequently recovered by the Borrower or a trustee for
the Borrower pursuant to the Borrower's bankruptcy or insolvency and that the
guaranty of each of the Guarantors hereunder shall be reinstated to the extent
of such recovery.

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

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

         7. Term of Guarantee; Warranties. This Guaranty shall continue in full
force and effect until the Indebtedness is fully and indefeasibly paid,
performed and discharged and all Commitments under the Credit Agreement shall
have been terminated. This Guaranty covers the Indebtedness whether presently
outstanding or arising subsequent to the date hereof including all amounts
advanced by the Administrative Agent or any Lender in stages or installments.
Each Guarantor warrants and represents to the Administrative Agent (i) that such
Guarantor is a corporation duly incorporated, validly existing and in good
standing under the laws of its jurisdiction of incorporation, (ii) that such
Guarantor has all corporate powers and all material governmental licenses,
authorizations, consents and approvals required to carry on its business as now
conducted, (iii) that the execution and delivery by such Guarantor of this
Guaranty and the other Credit Documents to which it is a party and the
performance by such Guarantor of its obligations hereunder and thereunder are
within the corporate power of such Guarantor, have been duly authorized by all
necessary corporate action, require no action by or in respect of, or filing
with, any governmental body, agency or official (except for any such action or
filing that has been taken and is in full force and effect) and do not
contravene, or constitute a default under, any provision of applicable law




<PAGE>

or regulation or of the certificate of incorporation or bylaws (or other
constitutional documents) of such Guarantor or of any material agreement,
judgment, injunction, order, decree, or other material instrument binding upon
such Guarantor or result in the creation or imposition (other than pursuant to
the Credit Documents) of any Lien on any asset of such Guarantor and (iv) that
this Guaranty and the other Credit Documents to which such Guarantor is a party
constitute valid and binding agreements of such Guarantor and, when executed and
delivered will constitute valid and binding obligations of such Guarantor
enforceable in accordance with their terms.

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

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

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

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

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

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




<PAGE>

to the same extent, that the Indebtedness is transferable and negotiable, it
being understood and stipulated that upon assignment or transfer by the
Administrative Agent or any Lender of any of the Indebtedness the legal holder
or owner of the Indebtedness (or a part thereof or interest therein thus
transferred or assigned by the Administrative Agent or any Lender) shall (except
as otherwise stipulated by the Administrative Agent or any such Lender in its
assignment) have and may exercise all of the rights granted to the
Administrative Agent or such Lender under this Guaranty to the extent of that
part of or interest in the Indebtedness thus assigned or transferred to said
person. Each Guarantor expressly waives notice of transfer or assignment of the
Indebtedness, or any part thereof, or of the rights of the Administrative Agent
or any Lender hereunder. Failure to give notice will not affect the liabilities
of the Guarantors hereunder.

         14. Application of Payments. The Administrative Agent and each Lender
shall apply any payments received pursuant to this Guaranty as follows: first,
to all costs and expenses of the Administrative Agent (including without
limitation reasonable attorneys' fees and expenses) incurred in connection with
the implementation and/or enforcement of this Guaranty and/or any of the other
Credit Documents; second, to all costs and expenses of the Lenders (including
without limitation reasonable attorneys' fees and expenses) incurred in
connection with the implementation and/or enforcement of this Guaranty and/or
any of the other Credit Documents; third, to the principal amount of the
Indebtedness (including without limitation to the cash collateralization term of
the available undrawn amount of outstanding Letters of Credit); fourth, to such
of the Indebtedness consisting of accrued but unpaid interest and fees; fifth,
to all other amounts payable with respect to the Indebtedness; and sixth, to the
payment of the surplus, if any, to whoever may be lawfully entitled to receive
such surplus.

         15. Modifications. This Guaranty and the provisions hereof may be
changed, discharged or terminated only by an instrument in writing signed by
each of the Guarantors affected thereby and the Administrative Agent.

         16. Discharge and Release. In the event that (i) any Guarantor is sold
as contemplated by Section 6.08(b) of the Credit Agreement, (ii) this Guaranty
or any portion hereof is released as contemplated by Section 9.01(a)(vi) of the
Credit Agreement or (iii) the indebtedness shall have been paid in full and the
obligations of the Lenders to extend credit to the Borrower under the Credit
Agreement shall have terminated, the Administrative Agent, on behalf of the
Lenders, shall discharge and release the relevant Guarantor(s) from all of its
obligations under this Guaranty. Upon any such release and discharge, the
Administrative Agent, on behalf of the Lenders, will execute and deliver to the
relevant Guarantor(s) such documents as such Guarantor(s) shall reasonably
request to evidence such discharge and release.

         17. Notices. All communications provided for herein shall be in writing
(including bank wire, telex, facsimile transmission or similar writing) and
shall be given to such party (a) at its address, facsimile number or telex
number shown below or (b) at such other address, facsimile number or telex
number as such party may hereafter specify for the purpose by notice to the
other party hereto:



<PAGE>

                           if to any Guarantor:

                                    c/o Healthcare Realty Trust Incorporated
                                    3310 West End Avenue
                                    Suite 700
                                    Nashville, Tennessee  37203
                                    Attention:  Scott W. Holmes
                                    Fax No.:  (615) 269-8122


                           if to the Administrative Agent:

                                    Bank of America, N.A.
                                    One Independence Center
                                    101 North Tryon Street, 15th Floor
                                    Charlotte, North Carolina 28255
                                    Attn:      Jeff Pacetti, Agency Services
                                    Telephone: (704) 387-2471
                                    Facsimile: (704) 409-0019

                                    with a copy to:

                                    Bank of America, N.A.
                                    100 N. Tryon Street
                                    17th Floor
                                    Charlotte, NC 28255
                                    Attn:      Kevin Wagley, Principal
                                    Telephone: (704) 388-6006
                                    Facsimile: (704) 388-6002

Each such notice, request or other communication shall be effective (i) if given
by telex, when such telex is transmitted to the telex number specified in or
pursuant to this Section and the appropriate answerback is received, (ii) if
given by mail, three business days after such communication is deposited in the
mails with first class postage prepaid, addressed as aforesaid or (iii) if given
by any other means, when delivered at the address specified in or pursuant to
this Section.

         18. Severability. In the event that any provision hereof shall be
deemed to be invalid by reason of the operation of any law or by reason of the
interpretation placed thereon by any court, this Guaranty shall be construed as
not containing such provision, but only as to such jurisdictions where such law
or interpretation is operative, and the invalidity of such provision shall not
affect the validity of any remaining provision hereof, and any and all other
provisions hereof which are otherwise lawful and valid shall remain in full
force and effect.

         19. Applicable Law; Consent to Jurisdiction and Venue; Waiver of Jury
Trial. THIS GUARANTY AND THE OTHER CREDIT DOCUMENTS AND ALL MATTERS RELATING
THERETO SHALL, EXCEPT TO THE EXTENT OTHERWISE REQUIRED BY APPLICABLE LAW, BE
GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NORTH CAROLINA WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES. EACH OF
THE GUARANTORS HEREBY SUBMITS TO THE JURISDICTION AND VENUE OF THE STATE AND
FEDERAL COURTS OF NORTH CAROLINA AND AGREES THAT THE ADMINISTRATIVE AGENT AND
THE LENDERS MAY, AT THEIR OPTION, ENFORCE THEIR RESPECTIVE RIGHTS HEREUNDER AND
UNDER THE OTHER CREDIT DOCUMENTS



<PAGE>

IN SUCH COURTS. EACH OF THE GUARANTORS HEREBY IRREVOCABLY WAIVES THE DEFENSE OF
AN INCONVENIENT FORUM FOR MAINTENANCE OF ANY ACTION OR PROCEEDING BY THE
ADMINISTRATIVE AGENT OR THE LENDERS IN SUCH COURTS. EACH OF THE GUARANTORS AND
THE ADMINISTRATIVE AGENT, (ON BEHALF OF ITSELF AND THE LENDERS) HEREBY
IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER OF THE
CREDIT DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

         20. Headings. The headings in this instrument are for convenience of
reference only and shall not limit or otherwise affect the meaning of any
provisions hereof.

         21. Counterparts. This Guaranty may be executed in any number of
counterparts and by different parties hereto on separate counterparts, each
constituting an original, but all together one and the same instrument.

         22. Rights of the Required Lenders. All rights of the Administrative
Agent hereunder, if not exercised by the Administrative Agent, may be exercised
by the Required Lenders.




                  [remainder of page intentionally left blank]


<PAGE>
         IN WITNESS WHEREOF, each of the Guarantors has caused this Guaranty to
be duly executed as of the date first above written.

                                        __________________________________
                                        a _____________ corporation

                                        By:      _________________________
                                        Name:    _________________________
                                        Title:   _________________________