ex10_1.htm


     

     

     

    
      
         

          
            

          

        

      

      CREDIT
AGREEMENT

      


      Dated as
of April 13, 2010

      


      among

      


      OHI
ASSET, LLC

      OHI ASSET
(ID), LLC

      OHI ASSET
(LA), LLC

      OHI ASSET
(CA), LLC

      DELTA
INVESTORS I, LLC

      DELTA
INVESTORS II, LLC

      OHI ASSET
(CO), LLC

      COLONIAL
GARDENS, LLC

      WILCARE,
LLC

      TEXAS
LESSOR – STONEGATE, LP

      OHIMA,
INC.

      CANTON
HEALTH CARE LAND, INC.

      DIXON
HEALTH CARE CENTER, INC.

      HUTTON I
LAND, INC.

      HUTTON II
LAND, INC.

      HUTTON
III LAND, INC.

      LEATHERMAN
PARTNERSHIP 89-1, INC.

      LEATHERMAN
PARTNERSHIP 89-2, INC.

      LEATHERMAN
90-1, INC.

      MERIDIAN
ARMS LAND, INC.

      ORANGE
VILLAGE CARE CENTER, INC.

      ST.
MARY’S PROPERTIES, INC.

      as
Borrowers,

      


      THE
LENDERS PARTY HERETO,

      


      BANK OF
AMERICA, N.A.,

      as
Administrative Agent, Swing Line Lender and L/C Issuer,

      


      DEUTSCHE
BANK TRUST COMPANY AMERICAS,

      as
Co-Syndication Agent,

      


      UBS
SECURITIES LLC,

      as
Co-Syndication Agent,

      


      GENERAL
ELECTRIC CAPITAL CORPORATION,

      
CRÉDIT AGRICOLE CORPORATE AND INVESTMENT
BANK,

      JEFFERIES
GROUP, INC.,

      RBS
CITIZENS, N.A., d/b/a Charter One,

      and

      STIFEL
BANK & TRUST

      as
Managing Agents,

      


      and

      


      BANC OF
AMERICA SECURITIES LLC,

      as
Joint Lead Arranger
and Sole Book Manager

      


      and

      


      DEUTSCHE
BANK TRUST COMPANY AMERICAS,

      as Joint
Lead Arranger

      
        


      

      6cxxi

      ­

      


      


      TABLE OF
CONTENTS

      


      Article and Section                                                             Page

      


       

      
        
          	
                  ARTICLE
      I DEFINITIONS AND ACCOUNTING TERMS

                	
                  2

                
	
                  1.01

                	
                  Defined
      Terms.

                	
                  2

                
	
                  1.02

                	
                  Interpretive
      Provisions.

                	
                  37

                
	
                  1.03

                	
                  Accounting
      Terms.

                	
                  38

                
	
                  1.04

                	
                  Rounding.

                	
                  38

                
	
                  1.05

                	
                  References
      to Agreements and Laws.

                	
                  39

                
	
                  1.06

                	
                  Times
      of Day.

                	
                  39

                
	
                  1.07

                	
                  Letter
      of Credit Amounts.

                	
                  39

                
	
                  ARTICLE
      II COMMITMENTS AND EXTENSION OF CREDITS

                	
                  39

                
	
                  2.01

                	
                  Commitments.

                	
                  39

                
	
                  2.02

                	
                  Borrowings,
      Conversions and Continuations.

                	
                  41

                
	
                  2.03

                	
                  Additional
      Provisions with respect to Letters of Credit.

                	
                  43

                
	
                  2.04

                	
                  Additional
      Provisions with respect to Swing Line Loans.

                	
                  50

                
	
                  2.05

                	
                  Repayment
      of Loans.

                	
                  52

                
	
                  2.06

                	
                  Prepayments.

                	
                  52

                
	
                  2.07

                	
                  Termination
      or Reduction of Commitments.

                	
                  53

                
	
                  2.08

                	
                  Interest.

                	
                  53

                
	
                  2.09

                	
                  Fees.

                	
                  54

                
	
                  2.10

                	
                  Computation
      of Interest and Fees; Retroactive Adjustments of Applicable
      Rate.

                	
                  55

                
	
                  2.11

                	
                  Payments
      Generally.

                	
                  56

                
	
                  2.12

                	
                  Sharing
      of Payments.

                	
                  58

                
	
                  2.13

                	
                  Evidence
      of Debt.

                	
                  59

                
	
                  2.14

                	
                  Joint
      and Several Liability of the Borrowers.

                	
                  59

                
	
                  2.15

                	
                  Appointment
      of Parent as Legal Representative for Credit Parties.

                	
                  61

                
	
                  ARTICLE
      III  TAXES, YIELD PROTECTION AND ILLEGALITY

                	
                  61

                
	
                  3.01

                	
                  Taxes.

                	
                  61

                
	
                  3.02

                	
                  Illegality.

                	
                  62

                
	
                  3.03

                	
                  Inability
      to Determine Rates.

                	
                  63

                
	
                  3.04

                	
                  Increased
      Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar
      Loans.

                	
                  63

                
	
                  3.05

                	
                  Funding
      Losses.

                	
                  64

                
	
                  3.06

                	
                  Matters
      Applicable to all Requests for Compensation.

                	
                  65

                
	
                  3.07

                	
                  Survival.

                	
                  65

                
	
                  ARTICLE
      IV CONDITIONS PRECEDENT TO EXTENSION OF CREDITS

                	
                  65

                
	
                  4.01

                	
                  Conditions
      to Initial Extensions of Credit.

                	
                  65

                
	
                  4.02

                	
                  Conditions
      to Extensions of Credit.

                	
                  70

                
	
                  ARTICLE
      V REPRESENTATIONS AND WARRANTIES

                	
                  70

                
	
                  5.01

                	
                  Financial
      Statements; No Material Adverse Effect; No Internal Control
      Event.

                	
                  70

                
	
                  5.02

                	
                  Corporate
      Existence and Power.

                	
                  71

                
	
                  5.03

                	
                  Corporate
      and Governmental Authorization; No Contravention.

                	
                  71

                
	
                  5.04

                	
                  Binding
      Effect.

                	
                  71

                
	
                  5.05

                	
                  Litigation.

                	
                  72

                
	
                  5.06

                	
                  Compliance
      with ERISA.

                	
                  72

                
	
                  5.07

                	
                  Environmental
      Matters.

                	
                  73

                
	
                  5.08

                	
                  Margin
      Regulations; Investment Company Act.

                	
                  74

                
	
                  5.09

                	
                  Compliance
      with Laws.

                	
                  74

                
	
                  5.10

                	
                  Ownership
      of Property; Liens.

                	
                  74

                
	
                  5.11

                	
                  Corporate
      Structure; Capital Stock, Etc.

                	
                  74

                
	
                  5.12

                	
                  Real
      Property Assets; Leases.

                	
                  75

                
	
                  5.13

                	
                  Material
      Contracts; Additional Contractual Obligations.

                	
                  76

                
	
                  5.14

                	
                  Investments.

                	
                  76

                
	
                  5.15

                	
                  Solvency.

                	
                  77

                
	
                  5.16

                	
                  Taxes.

                	
                  77

                
	
                  5.17

                	
                  REIT
      Status.

                	
                  77

                
	
                  5.18

                	
                  Insurance.

                	
                  77

                
	
                  5.19

                	
                  Healthcare;
      Facility Representations and Warranties.

                	
                  77

                
	
                  5.20

                	
                  Disclosure.

                	
                  79

                
	
                  5.21

                	
                  Collateral
      Documents.

                	
                  79

                
	
                  ARTICLE
      VI AFFIRMATIVE COVENANTS

                	
                  79

                
	
                  6.01

                	
                  Financial
      Statements.

                	
                  80

                
	
                  6.02

                	
                  Certificates;
      Other Information.

                	
                  81

                
	
                  6.03

                	
                  Preservation
      of Existence and Franchises.

                	
                  83

                
	
                  6.04

                	
                  Books
      and Records.

                	
                  83

                
	
                  6.05

                	
                  Compliance
      with Law.

                	
                  83

                
	
                  6.06

                	
                  Payment
      of Taxes and Other Indebtedness.

                	
                  84

                
	
                  6.07

                	
                  Insurance.

                	
                  84

                
	
                  6.08

                	
                  Maintenance
      of Property.

                	
                  84

                
	
                  6.09

                	
                  Performance
      of Obligations.

                	
                  85

                
	
                  6.10

                	
                  Visits
      and Inspections.

                	
                  85

                
	
                  6.11

                	
                  Use
      of Proceeds/Purpose of Loans and Letters of Credit.

                	
                  85

                
	
                  6.12

                	
                  Financial
      Covenants.

                	
                  85

                
	
                  6.13

                	
                  Environmental
      Matters.

                	
                  86

                
	
                  6.14

                	
                  REIT
      Status.

                	
                  87

                
	
                  6.15

                	
                  New
      Subsidiaries.

                	
                  87

                
	
                  6.16

                	
                  Pledged
      Assets.

                	
                  87

                
	
                  6.17

                	
                  Appraisals.

                	
                  88

                
	
                  6.18

                	
                  Anti-Terrorism
      Laws.

                	
                  88

                
	
                  6.19

                	
                  Compliance
      With Material Contracts.

                	
                  88

                
	
                  ARTICLE
      VII NEGATIVE COVENANTS

                	
                  89

                
	
                  7.01

                	
                  Liens.

                	
                  89

                
	
                  7.02

                	
                  Indebtedness.

                	
                  89

                
	
                  7.03

                	
                  Fundamental
      Changes.

                	
                  89

                
	
                  7.04

                	
                  Dispositions;
      Acquisitions.

                	
                  90

                
	
                  7.05

                	
                  Business
      Activities.

                	
                  90

                
	
                  7.06

                	
                  Transactions
      with Affiliates and Insiders.

                	
                  90

                
	
                  7.07

                	
                  Organization
      Documents; Fiscal Year.

                	
                  91

                
	
                  7.08

                	
                  Modifications
      to Other Documents.

                	
                  91

                
	
                  7.09

                	
                  Ownership
      of Subsidiaries.

                	
                  91

                
	
                  7.10

                	
                  No
      Further Negative Pledges.

                	
                  91

                
	
                  7.11

                	
                  Limitation
      on Restricted Actions.

                	
                  92

                
	
                  7.12

                	
                  Addition/Replacement
      of Borrowing Base Assets.

                	
                  92

                
	
                  ARTICLE
      VIII EVENTS OF DEFAULT AND REMEDIES

                	
                  94

                
	
                  8.01

                	
                  Events
      of Default.

                	
                  94

                
	
                  8.02

                	
                  Remedies
      Upon Event of Default.

                	
                  96

                
	
                  8.03

                	
                  Application
      of Funds.

                	
                  97

                
	
                  ARTICLE
      IX ADMINISTRATIVE AGENT

                	
                  98

                
	
                  9.01

                	
                  Appointment
      and Authorization of Administrative Agent.

                	
                  98

                
	
                  9.02

                	
                  Delegation
      of Duties.

                	
                  99

                
	
                  9.03

                	
                  Liability
      of Administrative Agent.

                	
                  99

                
	
                  9.04

                	
                  Reliance
      by Administrative Agent.

                	
                  99

                
	
                  9.05

                	
                  Notice
      of Default.

                	
                  100

                
	
                  9.06

                	
                  Credit
      Decision; Disclosure of Confidential Information by Administrative
      Agent.

                	
                  100

                
	
                  9.07

                	
                  Indemnification
      of Administrative Agent.

                	
                  101

                
	
                  9.08

                	
                  Administrative
      Agent in its Individual Capacity.

                	
                  101

                
	
                  9.09

                	
                  Successor
      Administrative Agent.

                	
                  102

                
	
                  9.10

                	
                  Administrative
      Agent May File Proofs of Claim.

                	
                  102

                
	
                  9.11

                	
                  Guaranty
      Matters.

                	
                  103

                
	
                  9.12

                	
                  Other
      Agents; Arrangers and Managers.

                	
                  103

                
	
                  ARTICLE
      X MISCELLANEOUS

                	
                  104

                
	
                  10.01

                	
                  Amendments,
      Etc.

                	
                  104

                
	
                  10.02

                	
                  Notices
      and Other Communications; Facsimile Copies.

                	
                  105

                
	
                  10.03

                	
                  No
      Waiver; Cumulative Remedies.

                	
                  107

                
	
                  10.04

                	
                  Attorney
      Costs, Expenses and Taxes.

                	
                  108

                
	
                  10.05

                	
                  Indemnification
      by the Borrowers.

                	
                  109

                
	
                  10.06

                	
                  Payments
      Set Aside.

                	
                  109

                
	
                  10.07

                	
                  Successors
      and Assigns.

                	
                  110

                
	
                  10.08

                	
                  Confidentiality.

                	
                  113

                
	
                  10.09

                	
                  Set
      off.

                	
                  114

                
	
                  10.10

                	
                  Interest
      Rate Limitation.

                	
                  114

                
	
                  10.11

                	
                  Counterparts.

                	
                  115

                
	
                  10.12

                	
                  Integration.

                	
                  115

                
	
                  10.13

                	
                  Survival
      of Representations and Warranties.

                	
                  115

                
	
                  10.14

                	
                  Severability.

                	
                  115

                
	
                  10.15

                	
                  Tax
      Forms.

                	
                  116

                
	
                  10.16

                	
                  Replacement
      of Lenders.

                	
                  117

                
	
                  10.17

                	
                  No
      Advisory or Fiduciary Responsibility.

                	
                  118

                
	
                  10.18

                	
                  Source
      of Funds.

                	
                  119

                
	
                  10.19

                	
                  GOVERNING
      LAW.

                	
                  119

                
	
                  10.20

                	
                  WAIVER
      OF RIGHT TO TRIAL BY JURY.

                	
                  120

                
	
                  10.21

                	
                  No
      Conflict.

                	
                  120

                
	
                  10.22

                	
                  USA
      Patriot Act Notice.

                	
                  120

                
	
                  10.23

                	
                  Entire
      Agreement.

                	
                  121

                
	
                  10.24

                	
                  California
      Real Property Assets.

                	
                  121

                
	
                  10.25

                	
                  2009
      Facility Assignment Agreement.

                	
                  121

                


        



      


      SCHEDULES

      


      1.01           Existing
Letters of Credit

      2.01           Lenders
and Commitments

      5.11           Corporate
Structure; Capital Stock

      5.12           Real
Property Asset Matters

      Part I             Borrowing
Base Assets

      Part II                        Other
Real Property Assets

      Part III                        Delinquent
Tenants

      Part
IV  Facility Leases

      Part
V   Material Sub-leases

      5.13           Material
Contracts; Contracts Subject to Assignment of Claims Act

      5.18           Insurance
Certificates

      7.01           Liens

      7.02           Borrowers
Indebtedness

      10.02           Notice
Addresses

      


      


      EXHIBITS

      


      A           Form
of Loan Notice

      B           Form
of Revolving Note

      C-1           Form
of Compliance Certificate

      C-2           Form
of Borrowing Base Certificate

      D           Form
of Assignment and Assumption

      E-1           Form
of Borrower Joinder Agreement

      E-2           Form
of Subsidiary Guarantor Joinder Agreement

      F           Form
of Lender Joinder Agreement

      G           Form
of Guaranty

      H           Form
of Security Agreement

      I           Form
of Assignment of 2009 Credit Facility

      


      


      CREDIT
AGREEMENT

       

      This
CREDIT AGREEMENT (as
amended, modified, restated or supplemented from time to time, this “Credit
Agreement” or this “Agreement”)
is entered into as of April 13, 2010 by and among OHI ASSET, LLC, a Delaware
limited liability company, OHI ASSET (ID), LLC, a Delaware limited liability
company, OHI ASSET (LA), LLC, a Delaware limited liability company, OHI ASSET
(CA), LLC, a Delaware limited liability company, DELTA INVESTORS I, LLC, a
Maryland limited liability company, DELTA INVESTORS II, LLC, a Maryland limited
liability company, TEXAS LESSOR – STONEGATE, LP, a Maryland limited partnership,
OHIMA, INC., a Massachusetts corporation, OHI ASSET (CO), LLC, a Delaware
limited liability company, COLONIAL GARDENS, LLC, an Ohio limited liability
company, WILCARE, LLC, an Ohio limited liability company, CANTON HEALTH CARE
LAND, INC., an Ohio corporation, DIXON HEALTH CARE CENTER, INC., an Ohio
corporation, HUTTON I LAND, INC., an Ohio corporation, HUTTON II LAND,
INC., an Ohio corporation, HUTTON III LAND, INC., an Ohio corporation,
LEATHERMAN PARTNERSHIP 89-1, INC., an Ohio corporation, LEATHERMAN PARTNERSHIP
89-2, INC., an Ohio corporation, LEATHERMAN 90-1, INC., an Ohio corporation,
MERIDIAN ARMS LAND, INC., an Ohio corporation, ORANGE VILLAGE CARE CENTER, INC.,
an Ohio corporation and ST. MARY’S PROPERTIES, INC., an Ohio corporation (each
of the foregoing entities and each of the entities from time to time executing a
Joinder Agreement pursuant to Section 6.15 hereof
shall be hereinafter referred to individually as “Borrower” and collectively as the
“Borrowers”),
the Lenders (as defined herein), and BANK OF AMERICA, N.A., as Administrative
Agent, Swing Line Lender and L/C Issuer (each, as defined herein).

       

      WHEREAS, the Borrowers are
party to that certain Credit Agreement dated as of June 30, 2009 as amended (the
“2009
Credit Agreement”) among Bank of America, N.A. (“Bank of
America”), UBS Loan Finance LLC (“UBS”),
Deutsche Bank Trust Company Americas (“Deutsche
Bank”) and General Electric Capital Corporation (“GECC” and
together with Bank of America, UBS and Deutsche Bank, the “2009 Facility
Lenders”) and Bank of America, N.A., as Administrative Agent (the “2009
Administrative Agent”) pursuant to which a credit facility in the
aggregate amount of $200,000,000 was extended to the Borrowers (such obligations
under such 2009 Credit Agreement as evidenced by certain promissory notes issued
by the Borrowers in favor of Bank of America, Deutsche Bank, UBS and GECC, the
“2009
Promissory Notes” and together with the 2009 Credit Agreement, the “2009 Credit
Facility”);

       

      WHEREAS, the 2009 Credit
Facility is secured by real and personal property of the Borrowers pursuant to
certain collateral documentation, including, without limitation, a security
agreement, certain assignments of leases, and certain first lien priority
mortgage deeds of trust or deeds to secured debt, each dated on or about June
30, 2009 or such later dates and UCC financing statements (collectively, the
“2009
Collateral Documents”);

       

      WHEREAS, the Borrowers have
requested that the Lenders hereunder provide a new credit facility in an amount
of $320,000,000, which amount may be increased to the amount of $420,000,000
(the “Credit
Facility”) for the purpose of refinancing and replacing the 2009 Credit
Facility and for the purposes hereinafter set forth;

       

      WHEREAS, in connection with
the entering into this Credit Agreement and the refinancing of the 2009 Credit
Facility, the 2009 Facility Lenders and the 2009 Administrative Agent, have
concurrently herewith assigned all of their rights, titles and interests in and
to the 2009 Credit Facility and the 2009 Collateral Documents in favor of the
Administrative Agent hereunder, on behalf of the Lenders hereunder and the
Administrative Agent hereunder and the Lenders hereunder are willing to accept
such assignment (the “2009 Facility
Assignment Agreement”);

       

      WHEREAS, in connection with
such 2009 Facility Assignment Agreement, the Borrowers and the Lenders hereunder
desire to replace the 2009 Credit Facility and the terms of the 2009 Credit
Agreement with this Credit Facility and this Credit Agreement, and the Lenders
hereunder have further agreed to amend, restate and consolidate certain of the
2009 Collateral Documents in their entirety as further set forth herein;
and

       

      WHEREAS, upon the consummation
of the 2009 Facility Assignment Agreement and subject to the terms and
conditions set forth herein, the Lenders have agreed to make the requested
Credit Facility available to the Borrower.

       

      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.

      


      “Acquisition Leverage
Ratio” has the meaning provided in Section 6.12(a).

      


      “Acquisition Leverage Ratio
Notice” means a written notice from Borrowers to the Administrative Agent
(a) delivered not later than the last day of the initial fiscal quarter in which
the Borrowers’ seek to invoke the Acquisition Leverage Ratio and (b) which
describes the Acquisition or series of Acquisitions which formed the basis for
such request (including without limitation, a pro forma calculation of the
Consolidated Leverage Ratio immediately prior to and after giving effect to such
Acquisition or series of Acquisitions) and otherwise in form and substance
reasonably satisfactory to the Administrative Agent.

      


      “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
Office” means the Administrative Agent’s address and, as appropriate,
account as set forth on Schedule 10.02,
or such other address or account as the Administrative Agent may from time to
time notify the Borrowers 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.

      


      “Aggregate Mortgageability
Amount” means, with respect to any pool of Borrowing Base Assets as of
any date of determination, the sum of the respective Mortgageability Amounts of
each of the Borrowing Base Assets in such pool.

      


      “Aggregate Revolving
Commitments” means the Revolving Commitments of all the
Lenders.

      


      “Aggregate Revolving
Committed Amount” has the meaning provided in Section 2.01(a),
as increased from time to time pursuant to Section 2.01(d).

      


      “Agreement” has the
meaning provided in the introductory paragraph hereof.

      


      “Applicable
Percentage” means each of the following percentages per annum, as
applicable, based upon the Consolidated Leverage Ratio as set forth in the most
recent Compliance Certificate received by the Administrative Agent pursuant to
Section 6.02(a):

      


      
        	
                Applicable
      Percentage

              
	
                Pricing
      Level

              	
                Consolidated
      Leverage Ratio

              	
                Eurodollar
      Loans

              	
                Base
      Rate Loans

              	
                Letter
      of Credit Fees

              	
                Unused
      Fee

              
	
                1

              	
                < 3.00 to 1.00

              	
                3.25%

              	
                2.00%

              	
                3.25%

              	
                0.50%

              
	
                2

              	
                >
      3.00 to 1.00 but < 4.00 to
      1.00

              	
                3.50%

              	
                2.25%

              	
                3.50%

              	
                0.50%

              
	
                3

              	
                >
      4.00 to 1.00 but < 4.50 to
      1.00

              	
                3.75%

              	
                2.50%

              	
                3.75%

              	
                0.50%

              
	
                4

              	
                >
      4.50 to 1.00 but < 5.00 to
      1.00

              	
                4.00%

              	
                2.75%

              	
                4.00%

              	
                0.50%

              
	
                5

              	
                >
      5.00 to 1.00

              	
                4.25%

              	
                3.00%

              	
                4.25%

              	
                0.50%

              


      

      


      Any
increase or decrease in the Applicable Percentage resulting from a change in the
Consolidated Leverage Ratio shall become effective as of the first Business Day
immediately following the date a Compliance Certificate is delivered pursuant to
Section 6.02(a);
provided, however, that if a
Compliance Certificate is not delivered within ten (10) days after being due in
accordance with such Section, then Pricing Level 5 shall apply as of the
eleventh (11th) day
after the date on which such Compliance Certificate was required to have been
delivered until the first Business Day after the date on which such Compliance
Certificate is delivered.  The Applicable Percentages in effect from
the Closing Date through the date that the Parent delivers the Compliance
Certificate for the fiscal quarter ending March 31, 2010 shall be determined
based upon the Consolidated Leverage Ratio specified in the Compliance
Certificate delivered pursuant to Section
4.01(i).  Notwithstanding anything to the contrary contained in
this definition, the determination of the Applicable Percentage for any period
shall be subject to the provisions of Section 2.10(b).

      


      “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 joint lead arranger and sole book
manager.

      


      “Assignee Group” means
two or more Eligible Assignees that are Affiliates of one another or two or more
Approved Funds managed by the same investment advisor.

      


      “Assignment and
Assumption” means an assignment and assumption entered into by a Lender
and an Eligible Assignee (with the consent of any party whose consent is
required by Section
10.07(b)), and accepted by the Administrative Agent, in substantially the
form of Exhibit
D or any other form approved by the Administrative Agent and, if such
assignment and assumption requires their consent, the Borrowers.

      


      “Assignment of Leases”
means an assignment of leases, rents and profits to the Administrative Agent
with respect to the applicable Borrower’s interests in a Borrowing Base Asset
(which assignment may be contained within the related Mortgage Instrument);
provided that each such Assignment of Leases shall, subject to the terms and
conditions of the applicable underlying lease, directly assign to the
Administrative Agent the following: (a) all existing and future leases,
subleases, tenancies, licenses, occupancy agreements or agreements to lease all
or any portion of such Borrowing Base Asset (including, without limitation, any
applicable Facility Lease), whether written or oral or for a definite period or
month-to-month, together with any extensions, renewals, amendments,
modifications or replacements thereof, and any  options, rights of
first refusal or guarantees of any tenant’s obligations under any lease now or
hereafter in effect with respect to the Borrowing Base Asset (individually, for
the purposes of this definition, a “Lease” and collectively, the “Leases”); and
(b) all rents (including, without limitation, base rents, minimum rents,
additional rents, percentage rents, parking, maintenance and deficiency rents
and payments which are characterized under the terms of the applicable Lease as
payments of interest and/or principal with respect to the applicable Borrowing
Base Asset), security deposits, tenant escrows, income, receipts, revenues,
reserves, issues and profits of the Borrowing Base Asset from time to time
accruing, including, without limitation, (i) all rights to receive payments
arising under, derived from or relating to any Lease, (ii) all lump sum payments
for the cancellation or termination of any Lease, the waiver of any term
thereof, or the exercise of any right of first refusal, call option, put option
or option to purchase, and (iii) the return of any insurance premiums or ad
valorem tax payments made in advance and subsequently
refunded.   In furtherance (and not limitation) of the foregoing,
each Assignment of Leases shall assign to the Administrative Agent any and all
of the applicable Borrower’s rights to collect or receive any payments with
respect to the applicable Borrowing Base Asset.  Finally, each
Assignment of Leases shall, in any case, be in form and substance satisfactory
to the Administrative Agent in its discretion and suitable for recording in the
applicable jurisdiction; and “Assignments of Leases” means a collective
reference to each such Assignment of Leases.

      


      “Attorney Costs” means
and includes all reasonable and documented fees, expenses and disbursements of
any law firm or other external counsel and, without duplication, the allocated
reasonable and documented 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).

      


      “Audited Financial
Statements” means the audited consolidated balance sheet of the Parent
and its consolidated Subsidiaries for the fiscal year ended December 31,
2009, and the related consolidated statements of earnings, shareholders’ equity
and cash flows for such fiscal year of the Parent and its consolidated
Subsidiaries, including the notes thereto; provided, that the Administrative
Agent hereby agrees that the Form 10-K of the Parent delivered to it by the
Parent and containing information for the fiscal year ended December 31, 2009
shall constitute all information required to be delivered as part of the
“Audited Financial Statements” for purposes of this Agreement.

      


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

      


      “Bankruptcy Event”
means, with respect to any Person, the occurrence of any of the following: (a)
the entry of a decree or order for relief by a court or governmental agency in
an involuntary case under any applicable Debtor Relief Law or any other
bankruptcy, insolvency or other similar law now or hereafter in effect, or the
appointment by a court or governmental agency of a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) of such Person
or for any substantial part of its Property or the ordering of the winding up or
liquidation of its affairs by a court or governmental agency and such decree,
order or appointment is not vacated or discharged within ninety (90) days of its
filing; or (b) the commencement against such Person of an involuntary case under
any applicable Debtor Relief Law or any other bankruptcy, insolvency or other
similar law now or hereafter in effect, or of any case, proceeding or other
action for the appointment of a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) of such Person or for any
substantial part of its Property or for the winding up or liquidation of its
affairs, and such involuntary case or other case, proceeding or other action
shall remain undismissed for a period of ninety (90) consecutive days, or
the repossession or seizure by a creditor of such Person of a substantial part
of its Property; or (c) such Person shall commence a voluntary case under any
applicable Debtor Relief Law or any other bankruptcy, insolvency or other
similar law now or hereafter in effect, or consent to the entry of an order for
relief in an involuntary case under any such law, or consent to the appointment
of or the taking possession by a receiver, liquidator, assignee, creditor in
possession, custodian, trustee, sequestrator (or similar official) of such
Person or for any substantial part of its Property or make any general
assignment for the benefit of creditors; or (d) the filing of a petition by such
Person seeking to take advantage of any Debtor Relief Law or any other
applicable Law, domestic or foreign, relating to bankruptcy, insolvency,
reorganization, winding-up, or composition or adjustment of debts, or (e) such
Person shall fail to contest in a timely and appropriate manner (and if not
dismissed within ninety (90) days or shall consent to any petition filed against
it in an involuntary case under such bankruptcy laws or other applicable Law or
consent to any proceeding or action relating to any bankruptcy, insolvency,
reorganization, winding-up, or composition or adjustment of debts with respect
to its assets or existence, or (f) such Person shall admit in writing, or such
Person’s financial statements shall reflect, an inability to pay its debts
generally as they become due.

      


      “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 highest of (a) the Federal
Funds Rate plus 1/2 of 1%, (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,” and
(c) the Eurodollar Rate determined on such day (or if no such rate is determined
on such day the next preceding day for which a Eurodollar Rate is
determined) for a
Eurodollar Loan with an Interest Period of one month plus 1.25%.  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” and “Borrowers” shall have
the meanings given to such terms in the introductory paragraph
hereof.

      


      “Borrower Joinder
Agreement” means a joinder agreement in the form of Exhibit E-1 to
be executed by each new Subsidiary of the Parent that is required to become a
Borrower in accordance with Section 6.15(a)
hereof.

      


      “Borrower Materials”
has the meaning specified in Section 6.02.

      


      “Borrower
Representative” has the meaning given to such term in Section 2.15
hereof.

      


      “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.

      


      “Borrowing Base
Amount” means an amount equal to the lesser of: (a) the Aggregate
Mortgageability Amount as of such date for the Qualified Borrowing Base Assets
and (b) the Collateral Value Amount as of such date for the Qualified Borrowing
Base Assets.

      


      “Borrowing Base Asset”
means a Real Property Asset which, as of any date of determination, satisfies
all of the following requirements:  (a) such Real Property Asset is
100% owned by a Borrower in fee simple or pursuant to the terms of an Eligible
Ground Lease; (b) the Administrative Agent, on behalf of the Lenders, shall have
received each of the Borrowing Base Asset Deliverables with respect to such Real
Property Asset, in each case in form and substance acceptable to the
Administrative Agent and Required Lenders in their discretion; (c) such Real
Property Asset is not subject to any Lien (other than a Permitted Lien) or any
Negative Pledge; (d) such Real Property Asset is free of all material mechanical
and structural defects, environmental conditions (as evidenced by environmental
reports acceptable to Administrative Agent) or other adverse matters except for
defects, conditions or matters individually or collectively which are not
material to the profitable operation of such Real Property Asset and the most
recently-delivered FIRREA-compliant MAI appraisal with respect to such Real
Property Asset is acceptable to the Administrative Agent in its discretion; (e)
such Real Property Asset has been fully developed for use as a skilled nursing
facility, domestic assisted living facility, independent living facility,
rehabilitation hospital or other healthcare facility acceptable to the
Administrative Agent and Required Lenders; (f) such Real Property Asset is
leased to and operated by an Eligible Tenant pursuant to a Facility Lease
reasonably acceptable to the Administrative Agent; (g) no required rental
payment, principal or interest payment, payments of real property taxes or
payments of premiums on insurance policies payable to the applicable
Borrower-owner with respect to such Real Property Asset is past due beyond the
earlier of the applicable grace period with respect thereto, if any, and sixty
(60) days; (h) no event of default has occurred and is then-continuing under any
Material Contract applicable to such Borrowing Base Asset; (i) no Material
Contract applicable to such Borrowing Base Asset shall have been terminated
without the prior written consent of the Required Lenders; (j) no condemnation
or condemnation proceeding shall have been instituted (and remain undismissed
for a period of ninety (90) consecutive days), in each case, with respect
to a material portion of the Real Property Asset; (k) no material casualty event
shall have occurred with respect to the improvements located on such Real
Property Asset which is not able to be fully remediated with available insurance
proceeds; and (l) no Hazardous Substances are located on or under such Real
Property Asset and no other environmental conditions exist in connection with
such Real Property Asset which constitute a violation of any Environmental
Law.  “Borrowing Base
Assets” means a collective reference to all Borrowing Base Assets in
existence at any given time.

      


      “Borrowing Base Asset
Deliverables” means, with respect to any Real Property Asset which is
proposed for qualification as a “Borrowing Base Asset” hereunder, a collective
reference to each of the following (with each such item to be in form and
substance acceptable to the Administrative Agent):

      


      (a)           a
fully executed and notarized Mortgage Instrument and Assignments of Leases (or a
fully executed and notarized amendment to such existing Mortgage Instrument
and/or Assignments of Leases) with respect to such Real Property Asset and a
related legal opinion from special local counsel to the Borrowers opining as to
the propriety of the form of such documents for recording in the applicable
jurisdiction and such other matters as may be required by the Administrative
Agent;

      


      (b)           a
fully executed copy of the Facility Lease with respect to such Real Property
Asset, together with an estoppel certificate from the applicable Eligible Tenant
and a subordination, non-disturbance and attornment agreement with respect to
such Facility Lease;

      


      (c)           in
the case of a Real Property Asset which constitutes a leasehold interest,
evidence that the applicable lease, a memorandum of lease with respect thereto,
or other evidence of such lease in form and substance reasonably satisfactory to
the Administrative Agent, has been properly recorded in all places to the extent
necessary or desirable, in the reasonable judgment of the Administrative Agent,
so as to enable the Mortgage Instrument encumbering such leasehold interest to
effectively create a valid and enforceable first priority lien (subject to
Permitted Liens and required landlord consents) on such leasehold interest in
favor of the Administrative Agent (or such other Person as may be required or
desired under local law) for the benefit of Lenders and that such lease
qualifies as an Eligible Ground Lease hereunder, together with such estoppels,
waivers and/or consents from the lessor under such Eligible Ground Lease as are
required by the terms thereof or otherwise reasonably requested by the
Administrative Agent;

      


      (d)           maps
or plats of an as-built survey of the site constituting the Real Property Asset
sufficient in all cases to delete the standard survey exception from the
applicable Mortgage Policy; provided, however, with respect
to each of the Essex Properties, the standard survey exception may appear on
such applicable Mortgage Policy for a period not to exceed the earlier of (i)
forty-five (45) days following the Closing Date and (ii) the date on which the
provider of any such Mortgage Policy informs the Administrative Agent in writing
that (following the review of the surveys commissioned on or about March 12,
2010) the standard survey exception will not be removed from such Mortgage
Policy;

      


      (e)           a
FIRREA-compliant MAI appraisal, commissioned, reviewed and approved by the
Administrative Agent (or otherwise acceptable to the Administrative Agent, in
its discretion) with respect to such Real Property Asset;

      


      (f)           evidence
as to the compliance of such Real Property Asset and the improvements related
thereto with applicable zoning and use requirements;

      


      (g)           an
ALTA mortgagee title insurance policy (or its equivalent in non-ALTA
jurisdictions) with respect to the applicable Real Property Asset (the “Mortgage
Policy”), assuring the Lender that the Mortgage Instrument creates a valid and
enforceable first priority mortgage lien on the applicable Real Property Asset,
free and clear of all defects and encumbrances except Permitted Liens, which
Mortgage Policy shall (i) be in an amount acceptable to the Administrative
Agent, (ii) be from an insurance company reasonably acceptable to the
Administrative Agent, (iii) include such available endorsements and reinsurance
as the Administrative Agent may reasonably require and (iv) otherwise satisfy
the reasonable title insurance requirements of the Administrative
Agent;

      


      (h)           evidence
as to whether the applicable Real Property Asset is in an area designated by the
Federal Emergency Management Agency as having special flood or mud slide hazards
(a “Flood Hazard
Property”) and if such Real Property Asset is a Flood Hazard Property, (i) the
applicable Borrower’s written acknowledgment of receipt of written notification
from the Administrative Agent (A) as to the fact that such Real Property Asset
is a Flood Hazard Property and (B) as to whether the community in which each
such Flood Hazard Property is located is participating in the National Flood
Insurance Program and (ii) copies of insurance policies or certificates of
insurance evidencing flood insurance satisfactory to the Administrative Agent
and naming the Administrative Agent as sole loss payee on behalf of the Lenders
under a standard mortgagee endorsement;

      


      (i)           copies
of all existing material subleases which would be required to be disclosed on
Part V of Schedule
5.12 hereof with respect to such Real Property Asset if approved as a
Borrowing Base Asset;

      


      (j)           evidence
that the Tenant under the applicable Facility Lease is an Eligible
Tenant;

      


      (k)           a
Phase I environmental assessment from an environmental consultant acceptable to
the Administrative Agent, dated as of a date acceptable to the Administrative
Agent and indicating that, as of such date, no Hazardous Substances or other
conditions on, under or with respect to the applicable Real Property Asset
constitute a violation of any Environmental Laws and that, in any case, no
commercially unreasonable amount of any Hazardous Substances are located on or
under such Real Property Asset; and

      


      (l)           evidence
of insurance coverage with respect to such Real Property Asset meeting the
requirements set forth herein and establishing the Administrative Agent as loss
payee, as required pursuant to the terms hereof.

      


      “Borrowing Base
Certificate” shall mean a certificate substantially in the form of Exhibit C-2
hereto delivered to the Administrative Agent pursuant to Section 6.02(b)
or more frequently at the option of the Borrower Representative and (a) setting
forth each Real Property Asset of the Borrowers, identifying which such Real
Property Assets are Borrowing Base Assets, which such Borrowing Base Assets are
Qualified Borrowing Base Assets used and certifying the Collateral Value Amount
and Mortgageability Amount with respect to each such Qualified Borrowing Base
Asset, (b) certifying (based upon its own information and the information made
available to the Parent by the applicable Tenants, which information the Parent
believes in good faith to be is true and correct in all material respects) (i)
as to the calculation of the Borrowing Base Amount as of the date of such
certificate and (ii) that each Real Property Asset used in the calculation of
the Borrowing Base Amount meets each of the criteria for qualification as a
Borrowing Base Asset and (c) providing such other information with respect to
the Real Property Assets, Borrowing Base Assets and/or the Qualified Borrowing
Base Assets as the Administrative Agent may reasonably require.

      


      “Braswell
Indebtedness” means that certain Indebtedness of  Regency
Health Services, Inc.  owing to  C. Allen Braswell, Braswell
Management, Inc., Dorothy Norton and Cecil Mays pursuant to that
certain  Promissory Note Secured by Deeds of Trust  in the
original principal amount of  $4,114,035 (of which no more than
$2,961,607 is outstanding as of the Closing Date). 

       
 

      “Business” or “Businesses” means, at
any time, a collective reference to the businesses operated by the respective
Borrowers or Parent, as applicable, at such time.

      


      “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, in the State of
New York or 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
$500,000,000 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 two hundred seventy (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 $500,000,000 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
$500,000,000 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:  (a) any Person
or two or more Persons acting in concert shall have acquired beneficial
ownership, directly or indirectly, of, or shall have acquired by contract or
otherwise, or shall have entered into a contract or arrangement that, upon
consummation, will result in its or their acquisition of or control over, voting
stock of the Parent (or other securities convertible into such voting stock)
representing thirty-five percent (35%) or more of the combined voting power of
all voting stock of the Parent, (b) during any period of up to twenty-four (24)
consecutive months, commencing after the Closing Date, individuals who at the
beginning of such twenty-four (24) month period were directors of the Parent
(together with any new director whose election by the Parent’s Board of
Directors or whose nomination for election by the Parent’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 Parent 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, (c) the Parent shall fail to own 100% of the
Capital Stock of each of the Borrowers or (d) the occurrence of a “Change
of Control” or any equivalent term or concept under any of the Senior Note
Indentures.

      


      “Closing Date” means
the date hereof.

      


      “CMS” means the
Centers for Medicare & Medicaid Services, the federal agency responsible for
administering the Medicare, Medicaid, SCHIP (State Children’s Health Insurance),
HIPAA (Health Insurance Portability and Accountability Act), CLIA (Clinical
Laboratory Improvement Amendments), and several other federal health-related
programs.

      


      “Collateral” means a collective
reference to all real and personal Property (including without limitation, the
Borrowing Base Assets) with respect to which Liens in favor of the
Administrative Agent are either executed, identified or purported to be granted
pursuant to and in accordance with the terms of the Collateral
Documents.

      


      “Collateral
Documents” means a collective
reference to the Mortgage Instruments, the Security Agreement, the Assignments
of Leases and any UCC financing statements securing payment hereunder, or any
other documents securing the Obligations under this Credit Agreement or any
other Credit Document.

      


      “Collateral Value”
means, with respect to any Real Property Asset, an amount equal to the “as-is”
appraised value of such Real Property Asset (on an individual, as opposed to
portfolio values, basis), as determined by the most recently delivered
FIRREA-compliant MAI appraisals commissioned, reviewed and approved by the
Administrative Agent or otherwise acceptable to the Administrative Agent in its
discretion.

      


      “Collateral Value
Amount” means an amount equal to (a) sixty-five percent (65%) multiplied by (b) the
Collateral Value as of such date for each Borrowing Base Property.

      


      “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-1;
provided, that each such Compliance Certificate shall, in any case, include
(without limitation): (a) a Borrowing Base Certificate in the form of Exhibit C-2; (b)
an updated version of Schedules 5.11,
5.12, 5.13 and 5.18, along with a
summary of changes made to such schedules since the previous delivery thereof;
provided, further, that upon the delivery of such updated schedules, then Schedule 5.11,
Schedule 5.12,
Schedule 5.13
and Schedule 5.18
shall each be deemed to have been amended and restated to read in accordance
with the applicable updated schedule and the representations and warranties with
respect thereto shall apply to such amended and restated schedules and (c)
supporting documents and materials reasonably required by the Administrative
Agent for the evidencing of the calculations and certifications made in
connection therewith.

      


      “Confidential
Information” has the meaning provided in Section
10.08.

      


      “Consolidated Adjusted
EBITDA” means, for any period, for the Consolidated Parties on a
consolidated basis, the sum of (a) Consolidated EBITDA as of such date plus (b) an amount
based on the Special Charges Adjustment (without duplication to the extent
included in the determination of Consolidated Interest Expense and added back to
net income in the calculation of Consolidated EBITDA).

      


      “Consolidated EBITDA”
means, for any period, for the Consolidated Parties on a consolidated basis, the
sum of (a) net income of the Consolidated Parties, in each case, excluding any
non-recurring or extraordinary gains and losses, plus (b) an amount
which, in the determination of net income for such period pursuant to
clause (a) above, has been deducted for or in connection with (i)
Consolidated Interest Expense (plus, amortization of deferred financing costs,
to the extent included in the determination of Consolidated Interest Expense per
GAAP), (ii) income taxes, and (iii) depreciation and amortization plus (c) to the
extent decreasing net income of the Consolidated Parties for such period, all
expenses directly attributable to FIN 46 consolidation requirements, minus (d) to the
extent increasing net income of the Consolidated Parties for such period, all
revenue directly attributable to FIN 46 consolidation requirements, plus (e) to the
extent decreasing net income of the Consolidated Parties for such period, all
expenses directly related to owned and operated assets, minus (f) to the
extent increasing net income of the Consolidated Parties for such period, all
revenues directly related to owned and operated assets, all determined in
accordance with GAAP.

      


      “Consolidated Fixed Charge
Coverage Ratio” means, as of any date of determination, the ratio of (a)
Consolidated Adjusted EBITDA to (b) Consolidated Fixed Charges for the most
recently completed four (4) fiscal quarters.

      


      “Consolidated Fixed
Charges” means, for any period, for the Consolidated Parties on a
consolidated basis, the sum of (a) Consolidated Interest Expense (excluding, for
purposes hereof and without duplication, Special Charges to the extent included
in the calculation of Consolidated Interest Expense) for such period, plus (b) current
scheduled principal payments of Consolidated Funded Debt for such period
(including, for purposes hereof, current scheduled reductions in commitments,
but excluding any payment of principal under the Credit Documents and any
“balloon” payment or final payment at maturity that is significantly larger than
the scheduled payments that preceded it) for a period beginning the day after
the date of determination and lasting for the same length of time as the
applicable period referenced at the beginning of this definition, plus (c) dividends
and distributions on preferred stock, if any, for such period, in each case, as
determined in accordance with GAAP.

      


      “Consolidated Funded
Debt” means, as of any date of determination, the sum of (a) all Funded
Debt of the Consolidated Parties determined on a consolidated basis minus (b) to the
extent included in the calculation of Funded Debt of the Consolidated Parties,
the aggregate amount of Funded Debt directly attributable to FIN 46
consolidation requirements, all determined in accordance with GAAP.

      


      “Consolidated Interest
Expense” means, for any period, for the Consolidated Parties on a
consolidated basis, all interest expense and letter of credit fee expense, as
determined in accordance with GAAP during such period; provided, that interest
expenses shall, in any event, (a) include the interest component under Capital
Leases and the implied interest component under Securitization Transactions and
(b) exclude the amortization of any deferred financing fees.

      


      “Consolidated Leverage
Ratio” means, as of any date of determination, the ratio of (a)
Consolidated Funded Debt to (b) Consolidated
Adjusted EBITDA for the most recently completed four (4) fiscal quarters; provided, that, for purposes of
calculating the “Consolidated Leverage Ratio,” the Consolidated EBITDA component
of Consolidated Adjusted EBITDA shall be adjusted to give pro forma effect to
assets of the Consolidated Parties acquired during the prior four (4) fiscal
quarters as if the assets were acquired on the first day of the period of the
most recently completed four (4) fiscal quarters ending as of the most recent
fiscal quarter and adding such amount to the base Consolidated EBITDA
calculation for such Consolidated Parties (and thereby to the Consolidated
Adjusted EBITDA calculations).

      


      “Consolidated Parties”
means the Parent and its consolidated subsidiaries, as determined in accordance
with GAAP.

      


      “Consolidated
Subsidiary” means at any date any Subsidiary or other entity the accounts
of which would be consolidated with those of the Parent in its consolidated
financial statements if such statements were prepared as of such
date.

      


      “Consolidated Tangible Net
Worth” means, for the Consolidated Parties as of any date of
determination, (a) stockholders’ equity on a consolidated basis determined in
accordance with GAAP, but with no upward adjustments due to any revaluation of
assets, less (b) all Intangible Assets, plus (c) all accumulated depreciation,
all determined in accordance with GAAP; provided, that the Consolidated Parties
will be permitted to exclude (i.e.  add back to stockholder’s equity)
up to $25,000,000 in potential future impairment charges incurred during the
term of this Credit Agreement (such exclusions to be clearly reflected, however,
in the calculations of Consolidated Tangible Net Worth delivered to the
Administrative Agent by the Borrowers from time to time pursuant to the terms of
this Credit Agreement.

      


      “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 such other Person possesses, directly or indirectly, power to
vote twenty-five percent (25%) or more of the securities having ordinary voting
power for the election of directors, managing general partners or the
equivalent.

      


      “COSO” means the
Committee of Sponsoring Organizations of the Treadway Commission.

      


      “Credit Agreement” has
the meaning given to such term in the introductory paragraph
hereof.

      


      “Credit Documents”
means this Credit Agreement, the Collateral Documents, the Notes, the Guaranty,
the Engagement Letter, the Letters of Credit, the Lender Joinder Agreements, the
Borrowing Base Certificates and the Compliance Certificates.

      


      “Credit Party” means,
as of any date, the Borrowers or any Guarantor which is a party to the Guaranty
as of such date; and “Credit Parties” means
a collective reference to each of them.

      


      “Daily Floating Eurodollar
Rate Loan” means a Loan that bears interest at a rate based on the Daily
Floating Eurodollar Rate.

      


      “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.

      


      “Daily Unused Fee”
means, for any day during the Commitment Period, an amount equal to (a) a daily
percentage rate derived from the then-applicable per annum Applicable Percentage
multiplied by
(b) the amount by which the Aggregate Revolving Commitments exceed the sum of
the Outstanding Amount of Revolving Obligations (excluding the amount of any
then-outstanding Swing Line Loans) as of the beginning of such day.

      


      “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) three percent (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 three percent (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.

      


      “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 (such approval not to be unreasonably withheld), and (ii)
unless an Event of Default has occurred and is continuing, the Borrower
Representative (each such approval not to be unreasonably withheld or delayed);
provided that notwithstanding the foregoing, “Eligible Assignee” shall not
include the Parent or any of the Parent’s Affiliates or
Subsidiaries.

      


      “Eligible Ground
Lease” means, at any time, a ground lease (a) under which a Borrower is
the lessee or holds equivalent rights and is the fee owner of the improvements
located thereon, (b) that has a remaining term of not less than thirty (30)
years; provided, however, with respect
to that certain ground lease covering properties located at 200 Alabama Avenue,
Muscle Shoals, Alabama, 500 John Aldridge Drive, Tuscumbia, Alabama and 813
Keeler Lane, Tuscumbia, Alabama, such remaining term may be less than thirty
(30) years provided that such Borrower at all times possesses a valid and
enforceable irrevocable option to purchase the fee interest in such properties
with no conditions or contingencies other than the payment of a sum of less than
$1,000.00, (c) under which any required rental payment, principal or interest
payment or other payment due under such lease from such Borrower to the ground
lessor is not more than sixty (60) days past due and any required rental
payment, principal or interest payment or other payment due to such Borrower
under any sublease of the applicable real property lessor is not more than
sixty (60) days past due, (d) where no party to such lease is subject to a
then-continuing Bankruptcy Event, (e) such ground lease (or a related document
executed by the applicable ground lessor) contains customary provisions
protective of any lender to the lessee and (f) where the Borrower’s interest in
the underlying Real Property Asset or the lease is not subject to (i) any Lien
other than Permitted Liens and other encumbrances acceptable to the
Administrative Agent and the Required Lenders, in their discretion, or (ii) any
Negative Pledge.

      


      “Eligible Tenant”
means a Tenant which (a) is not in arrears on any required rental payment,
principal or interest payment, payments of real property taxes or payments of
premiums on insurance policies with respect to its lease beyond the later of (i)
the applicable grace period with respect thereto, if any, and (ii) forty five
(45) days; (b) is not subject to a then-continuing Bankruptcy Event; and (c) is
reasonably acceptable in all material respects to the Administrative Agent and
the Required Lenders (it being understood that for purposes of this clause (c),
each Tenant set forth on Schedule 5.12 hereto
on the Closing Date is deemed acceptable).

      


      “Engagement Letter”
means the letter agreement dated as of February 15, 2010 among the Parent, the
Arranger and the Administrative Agent, as amended and modified.

      


      “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 Parties, any issuance or
sale of shares of its Capital Stock, other than an issuance (a) to a
Consolidated Party, (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 Parent 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
Parent 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 Parent 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
Parent or any ERISA Affiliate.

      


      “Essex Properties”
means the Real Property Assets owned by (a) Colonial Gardens, LLC, (b) Wilcare,
LLC, (c) Canton Health Care Land, Inc., (d) Dixon Health Care Center, Inc., (e)
Hutton I Land, Inc., (f) Hutton II Land, Inc., (g) Hutton III Land,
Inc., (h) Leatherman Partnership 89-1, Inc., (i) Leatherman Partnership
89-2, Inc., (j) Leatherman 90-1, Inc., (k) Meridian Arms Land, Inc., (l) Orange
Village Care Center, Inc. and (m) St. Mary’s Properties, Inc.

      


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

      


      “Eurodollar Base Rate”
means:

      


      (a)         For
any Interest Period with respect to a Eurodollar Loan, the rate per annum equal
to (i) the British Bankers Association LIBOR Rate (“BBA LIBOR”), as
published by Reuters (or other commercially available source providing
quotations of BBA LIBOR as designated by the Administrative Agent from time to
time) at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, for Dollar deposits (for delivery on the
first day of such Interest Period) with a term equivalent to such Interest
Period or (ii) if such published rate is not available at such time for any
reason, the rate determined by the Administrative Agent to be the rate at which
deposits in Dollars for delivery on the first day of such Interest Period in
same day funds in the approximate amount of the Eurodollar Loan being made,
continued or converted by Bank of America and with a term equivalent to such
Interest Period would be offered by Bank of America's London Branch to major
banks in the London interbank eurodollar market at their request at
approximately 11:00 a.m. (London time) two (2) Business Days prior to the
commencement of such Interest Period.

      


      (b)           For
any day with respect to an interest rate calculation for a Base Rate Loan, the
rate per annum equal to (i) BBA LIBOR at approximately 11:00 a.m., London time,
two (2) Business Days prior to such date for Dollar deposits (for delivery on
such day) with a term equivalent to one month or (ii) if such rate is not
available at such time for any reason, the rate determined by the Administrative
Agent to be the rate at which deposits in Dollars for delivery on such day in
same day funds in the approximate amount of the Base Rate Loan being made,
continued or converted by Bank of America and with a term equivalent to one (1)
month would be offered by Bank of America's London Branch to major banks in the
London interbank eurodollar market at approximately 11:00 a.m. (London time) two
Business Days prior to such day.

      


      “Eurodollar Rate”
means for any Interest Period with respect to any Eurodollar Loan or any Base
Rate Loan bearing interest at a rate based on the Eurodollar Rate, 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 8.01(f),
(g) or (j) with respect to
the Parent or any Borrower.

      


      “Event of Default” has
the meaning provided in Section 8.01.

      


      “Existing Letters of
Credit” means the Letters of Credit identified on Schedule
1.01.

      


      “Extension of Credit”
means (a) any Borrowing and (b) any L/C Credit Extension.

      


      “Facility Lease” means
a lease or master lease with respect to any Real Property Asset owned or ground
leased by a Borrower from the applicable Borrower as lessor, to an Eligible
Tenant, which, in the reasonable judgment of the Administrative Agent, is a
triple net lease such that such Eligible Tenant is required to pay all taxes,
utilities, insurance, maintenance, casualty insurance payments and other
expenses with respect to the subject Real Property Asset (whether in the form of
reimbursements or additional rent) in addition to the base rental payments
required thereunder such that net operating income for such Real Property Asset
(before non-cash items) equals the base rent paid thereunder; provided, that
each such lease or master lease shall be in form and substance reasonably
satisfactory to the Administrative Agent.

      


      “Federal Funds Rate”
means, for any day, the rate per annum equal to the weighted average of the
rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers on such day, as published by
the Federal Reserve Bank of New York on the Business Day immediately succeeding
such day; provided that (a) if such day is not a Business Day, the Federal Funds
Rate for such day shall be such rate on such transactions on the immediately
preceding Business Day as so published on the immediately succeeding Business
Day, and (b) if no such rate is so published on such immediately succeeding
Business Day, the Federal Funds Rate for such day shall be the average rate
(rounded upward, if necessary, to the next 1/100th of
1%) charged to Bank of America on such day on such transactions as determined by
the Administrative Agent.

      


      “Foreign Lender” has
the meaning provided in Section
10.15(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 (or consolidated group of Persons) 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 in 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 (other than Persons in
such group, if applicable); and

      


      (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 (or, if applicable, any Person in such consolidated group) for payment
thereof.

      


      For
purposes hereof, the amount of Funded Debt shall be determined based on the
outstanding principal amount in the case of borrowed money indebtedness under
clause (a) and purchase money indebtedness and the deferred purchase
obligations under clause (b), based on the maximum amount available to be
drawn in the case of letter of credit obligations and the other obligations
under clause (c), and based on the amount of Funded Debt that is the
subject of the Support Obligations in the case of Support Obligations under
clause (g).  For purposes of clarification, “Funded Debt” of
Person constituting a consolidated group shall not include inter-company
indebtedness of such Persons, general accounts payable of such Persons which
arise in the ordinary course of business, accrued expenses of such Persons
incurred in the ordinary course of business or minority interests in joint
ventures or limited partnerships (except to the extent set forth in
clause (h) above).

      


      “Funds From
Operations” means, with respect to any period, the Parent’s net income
(or loss), plus depreciation and amortization and after adjustments for
unconsolidated partnerships and joint ventures as hereafter
provided.  Notwithstanding contrary treatment under GAAP, for purposes
hereof, (a) “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 and (b) net income (or loss) shall
not include gains (or, if applicable, losses) resulting from or in connection
with (i) restructuring of indebtedness, (ii) sales of property, (iii) sales or
redemptions of preferred stock, (iv) revenue or expenses related to owned and
operated assets, (v) revenue or expense related to FIN 46 consolidation
requirements or (vi) any other Special Charges.

      


      “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, as
of any date, the Parent or any Subsidiary Guarantor which is a party to the
Guaranty as of such date; and “Guarantors” means a
collective reference to each of them.

      


      “Guaranty” means the
guaranty in the form of Exhibit G dated as of
the date hereof executed by the Parent and the existing Subsidiary Guarantors,
as amended, supplemented or otherwise modified from time to time and as the same
may be joined by Persons that become Subsidiary Guarantors following the date
hereof.

      


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

      


      “Healthcare
Facilities” means any skilled nursing facilities, mentally retarded and
developmentally disabled facilities, rehab hospitals, long term acute care
facilities, intermediate care facilities for the mentally disabled, medical
office buildings, domestic assisted living facilities, independent living
facilities or Alzheimer's care facilities and any ancillary businesses that are
incidental to the foregoing.

      


      “Healthcare Laws” has
the meaning given to such term in Section 5.19(a)
hereof.

      


      “HIPAA” means the
Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and the
related regulations set forth at 45 CFR Parts 160 and 164.

      


      “HMO” means any health
maintenance organization, managed care organization, any Person doing business
as a health maintenance organization or managed care organization, or any Person
required to qualify or be licensed as a health maintenance organization or
managed care organization under applicable federal or state law (including,
without limitation, HMO Regulations).

      


      “Impacted Lender”
means any Lender as to which (a) L/C Issuer has a good faith belief that the
Lender has defaulted in fulfilling its obligations under one or more other
syndicated credit facilities or (b) an entity that controls the Lender has been
deemed insolvent or become subject to a bankruptcy or other similar
proceeding.

      


      “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

      


      (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
10.05.

      


      “Indemnitees” has the
meaning provided in Section
10.05.

      


      “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 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.

      


      “Internal Control
Event” means a material weakness in, or fraud that involves management or
other employees who have a significant role in, the Borrower’s internal controls
over financial reporting, in each case as described in the Securities
Laws.

      


      “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 applicable 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 as amended.

      


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

      


      “IRS” means the United
States Internal Revenue Service.

      


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

       

      “Joint Commission” has
the meaning given to such term in Section
5.19(b).

      


      “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
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.  For purposes of computing the amount available to be
drawn under any Letter of Credit, the amount of such Letter of Credit shall be
determined in accordance with Section
1.07.  For all purposes of this Agreement, if on any date of
determination a Letter of Credit has expired by its terms but any amount may
still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP,
such Letter of Credit shall be deemed to be “outstanding” in the amount so
remaining available to be drawn.

      


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

      


      “Lender Joinder
Agreement” means a joinder agreement in the form of Exhibit F,
executed and delivered in accordance with the provisions of Section 2.01(d).

      


      “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 Borrowers and the Administrative
Agent.

      


      “Letter of Credit”
means each standby (non-commercial) letter of credit issued
hereunder  and shall include the Existing Letters of
Credit.

      


      “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, deed of trust, deed to secured debt, 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, Eurodollar Loans and
Daily Floating Eurodollar Rate Loans comprising such Loans.

      


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

      


      “Material Adverse
Effect” means a material adverse effect on (i) the condition (financial
or otherwise), operations, business, assets, liabilities or prospects of (A) the
Parent and its Consolidated Subsidiaries taken as a whole or (B) the Borrowers
taken as a whole, (ii) the ability of the Parent or the Borrowers 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 Contract”
means, collectively, any Facility Lease, any cash management agreement, or any
similar agreement with respect to any Borrowing Base Asset.

      


      “Medicaid” means the
medical assistance programs administered by state agencies and approved by CMS
pursuant to the terms of Title XIX of the Social Security Act, codified at 42
U.S.C. 1396 et
seq.

      


      “Medical Services”
means medical and health care services provided to a Person, including, but not
limited to, medical and health care services provided to a Person which are
covered by a policy of insurance, and includes physician services, nurse and
therapist services, dental services, hospital services, skilled nursing facility
services, comprehensive outpatient rehabilitation services, home health care
services, residential and out-patient behavioral healthcare services, and
medicine or health care equipment provided to a Person for a necessary or
specifically requested valid and proper medi­cal or health
purpose.

      


      “Medicare” means the
program of health benefits for the aged and disabled administered by CMS
pursuant to the terms of Title XVIII of the Social Security Act, codified at 42
U.S.C. 1395 et
seq.

      


      “Moody’s” means
Moody’s Investors Service, Inc.  and any successor
thereto.

      


      “Mortgageability
Amount” means, with respect to any Borrowing Base Asset and as of any
date of determination, the maximum principal amount of a mortgage loan that
would be available to be borrowed against such Borrowing Base Asset assuming (a)
an annual interest rate equal to the greater of (i) 8.00% and (ii) the
then-applicable Treasury Rate plus 2.00%, (b) a
25-year amortization schedule and (c) a debt service coverage ratio on such loan
of 1.50 to 1.00 (based on the most-recently calculated Mortgageability Cash Flow
of such Borrowing Base Asset).

      


      “Mortgageability Cash
Flow” means, with respect to any Borrowing Base Asset and for the most
recently ended four (4) fiscal quarter period, an amount equal to the
most-recently calculated Net Revenues received by the applicable Borrower with
respect to such Borrowing Base Asset in connection with a so-called triple net
lease entered into between the applicable Borrower and a Person which is not an
Affiliate of any Consolidated Party.

      


      “Mortgage Instrument”
means, for any Real Property Asset, a first lien priority mortgage, deed of
trust or deed to secure debt in favor of the Administrative Agent (for the
benefit of the Lenders) with respect to such Real Property
Asset.  Each Mortgage Instrument shall be in form and substance
satisfactory to the Administrative Agent and suitable for recording in the
applicable jurisdiction.

      


      “Mortgage Policies”
shall have the meaning assigned to such term in the definition of “Borrowing
Base Asset Deliverables” contained in this Section 1.01.

      


      “Multiemployer Plan”
means any employee benefit plan of the type described in Section 4001(a)(3)
of ERISA, to which the Parent 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.

      


      “Negative Pledge” means any agreement
(other than this Credit Agreement or any other Credit Document) that in whole or
in part prohibits the creation of any Lien on any assets of a Person; provided,
however, that an agreement that establishes a maximum ratio of unsecured debt to
unencumbered assets, or of secured debt to total assets, or that otherwise
conditions a Person’s ability to encumber its assets upon the maintenance of one
or more specified ratios that limit such Person’s ability to encumber its assets
but that do not generally prohibit the encumbrance of its assets, or the
encumbrance of specific assets, shall not constitute a “Negative Pledge” for
purposes of this Credit Agreement.

      


      “Net Revenues” shall
mean, with respect to any Real Property Asset for the most recently ended four
(4) fiscal quarter period, the sum of (a) rental payments received in cash by
the applicable Borrower (whether in the nature of base rent, minimum rent,
percentage rent, additional rent or otherwise, but exclusive of security
deposits, earnest money deposits, advance rentals, reserves for capital
expenditures, charges, expenses or items required to be paid or reimbursed by
the tenant thereunder and proceeds from a sale or other disposition) pursuant to
the Facility Leases applicable to such Real Property Asset, minus (b) expenses
of the Borrowers allocated to such Real Property Asset.

      


      “Notes” means the
Revolving Notes; and “Note” means any one
of them.

      


      “Note Refinancing”
means any renewal, replacement, refinancing, or extension of the Senior Notes
(2014) that results in the Senior Notes (2014) having a maturity date of no
earlier than June 30, 2014.

      


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

      


      “Occupancy Rate”
means, with respect to any Real Property Asset, the percentage of  (a)
total patient days relating to such Real Property Asset for any reporting period
divided by (b)
the product of (i) total number
of  in-service beds  (as determined as of the Closing
Date) at such Real Property Asset and (ii) the total days in such reporting
period.

      


      “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.

      


      “Parent” means Omega
Healthcare Investors, Inc.

      


      “Participant” has the
meaning provided in Section 10.07(d).

      


      
“Patriot Act” - Means
the USA Patriot Act, Pub. L. No. 107-56 et seq.

      


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

      


      “Permitted Liens”
means, as to any Person: (a) Liens securing taxes, assessments and other charges
or levies imposed by any Governmental Authority (excluding any Lien imposed
pursuant to any of the provisions of ERISA), in each case, which are not yet due
and payable; (b) Liens evidencing the claims of materialmen, mechanics, carders,
warehousemen or landlords for labor, materials, supplies or rentals, in each
case, incurred in the ordinary course of business and which are not at the time
required to be paid or discharged; provided, that with respect to any Borrowing
Base Asset, no exception is taken therefor in the related Mortgage Policy or
such Mortgage Policy otherwise affirmatively insures over such Liens in form and
substance satisfactory to the Administrative Agent; (c) Liens consisting of
deposits or pledges made, in the ordinary course of business, in connection
with, or to secure payment of, obligations under workmen’s compensation,
unemployment insurance or similar applicable Laws; (d) zoning restrictions,
easements, rights-of-way, covenants, reservations and other rights, restrictions
or encumbrances of record on the use of Real Property Assets, which do not
materially detract from the value of such property or materially impair the use
thereof for the business of such Person; (e) Liens in existence as of the
Closing Date as set forth on Schedule 7.01
and, with respect to the Borrowing Base Assets, as set forth on the Mortgage
Policies (or updates thereto) delivered in connection herewith; (f) Liens, if
any, in favor of the Administrative Agent for the benefit of the Lenders; (g)
Liens arising pursuant to leases or subleases of immaterial portions of any Real
Property Asset owned by any of the Borrowers granted to others not interfering
in any material respect with such Real Property Asset or the business of the
applicable Borrower; (h) Liens in existence as of the Closing Date with respect
to certain of the Borrowing Base Assets to secure the Braswell Indebtedness, to
the extent that such Liens will not be set forth on the Mortgage Polices
(or updates thereto) permitted pursuant to clause (e) above and (i) Liens, if
any, in favor of the L/C Issuer and/or Swing Line Lender to cash collateralize
or otherwise secure the obligations of a Defaulting Lender or an Impacted Lender
to fund risk participations hereunder.

      


      “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 Parent or, with respect to any such plan that is subject to
Section 412 of the Internal Revenue Code or Title IV of ERISA, any
ERISA Affiliate.

      


      “Platform” has the
meaning specified in Section 6.02.

      


      “Prohibited Person”
shall mean any Person (i) listed in the annex to, or who is otherwise subject to
the provisions of, Executive Order No. 13224 on Terrorist Financing, effective
September 24, 2001, and relating to Blocking Property and Prohibiting
Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism
(the “Executive
Order”); (ii) that is owned or controlled by, or acting for or on behalf
of, any person or entity that is listed in the annex to, or is otherwise subject
to the provisions, of the Executive Order; (iii) with whom a Person is
prohibited from dealing or otherwise engaging in any transaction by any
terrorism or money laundering Law, including the Executive Order; (iv) who
commits, threatens or conspires to commit or supports “terrorism” as defined in
the Executive Order; (v) that is named as a “specially designated national and
blocked person” on the most current list published by the U.S. Treasury
Department Office of Foreign Assets Control at its official website or at any
replacement website or other replacement official publication of such list; or
who is an Affiliate of a Person listed in clauses (i) - (v) above.

      


      “Qualified Borrowing Base
Assets” means, as of any date of determination, the set of then-existing
Borrowing Base Assets which, in the aggregate, have an Occupancy Rate equal to
or greater than eighty percent 80% and produce the greatest Aggregate
Mortgageability Amount.

      


      “Qualified REIT
Subsidiary” shall have the meaning given to such term in the Internal
Revenue Code.

      


      “Real Property Asset”
means, a parcel of real property, together with all improvements (if any)
thereon, owned in fee simple or leased pursuant to an Eligible Ground Lease
by any Person;
“Real Property Assets” means a collective reference to each Real Property
Asset.

      


      “Register” has the
meaning provided in Section 10.07(c).

      


      “Registered Public Accounting
Firm” has the meaning specified in the Securities Laws and shall be
independent of the Borrower as prescribed by the Securities Laws.

      


      “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.

      


      “Related Parties”
means, with respect to any Person, such Person’s Affiliates and the partners,
directors, officers, employees, agents and advisors of such Person and of such
Person’s Affiliates.

      


      “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, two or more Lenders (except to the
extent only one Lender exists as of such date) 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 Article
VIII, Lenders holding in the aggregate at least 66-2/3% of the Revolving
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 Revolving 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 operating officer and chief
financial officer of any Credit Party.  Any document delivered
hereunder that is signed by a Responsible Officer of a Credit Party shall be
conclusively presumed to have been authorized by all necessary corporate,
partnership and/or other action on the part of such Credit Party and such
Responsible Officer shall be conclusively presumed to have acted on behalf of
such Credit Party.

      


      “Revolving Commitment”
means, with respect to each Lender, the commitment of such Lender to make
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 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 Parent or any Subsidiary, any
arrangement, directly or indirectly, with any person whereby the Parent 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.

      


      “Sarbanes-Oxley” means
the Sarbanes-Oxley Act of 2002.

      


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

      


      “Securities Laws”
means the Securities Act of 1933, the Securities Exchange Act of 1934,
Sarbanes-Oxley and the applicable accounting and auditing principles, rules,
standards and practices promulgated, approved or incorporated by the SEC or the
Public Company Accounting Oversight Board, as each of the foregoing may be
amended and in effect on any applicable date hereunder.

      


      “Securitization
Transaction” means any financing or factoring or similar transaction (or
series of such transactions) entered by any member of the Consolidated Parties
pursuant to which such member of the Consolidated Parties 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.

      


      “Security Agreement”
means the security agreement dated as of the date hereof in the form of Exhibit H, as
amended, supplemented, restated or otherwise modified from time to
time.

      


      “Senior Notes” means
collectively, the Senior Notes (2014), the Senior Notes (2016) and the Senior
Notes (2020).

      


      “Senior Notes (2014)”
means any one of the 7.0% Senior Notes due 2014 issued by the Parent in favor of
the Senior Noteholders pursuant to the Senior Note Indenture (2014), as such
Senior Notes may be amended, restated, supplemented, replaced or otherwise
modified from time to time.

      


      “Senior Notes (2016)”
means any one of the 7.0% Senior Notes due 2016 issued by the Parent in favor of
the Senior Noteholders pursuant to the Senior Note Indenture (2016), as such
Senior Notes may be amended, restated, supplemented, replaced or otherwise
modified from time to time.

      


      “Senior Notes (2020)”
means any one of the 7.5% Senior Notes due 2020 issued by the Parent in favor of
the Senior Noteholders pursuant to the Senior Note Indenture (2020), as such
Senior Notes may be amended, restated, supplemented, replaced or otherwise
modified from time to time.

      


      “Senior Note
Indentures” means collectively, the Senior Note Indenture (2014), the
Senior Note Indenture (2016) and the Senior Note Indenture (2020).

      


      “Senior Note Indenture
(2014)” means the Indenture, dated as of March 22, 2004 by and among the
Parent and the Senior Noteholders, as the same may be amended, restated,
supplemented, replaced or otherwise modified from time to time.

      


      “Senior Note Indenture
(2016)” means the Indenture, dated as of December 30, 2005 by and among
the Parent and the Senior Noteholders, as the same may be amended, restated,
supplemented, replaced or otherwise modified from time to time.

      


      “Senior Note Indenture
(2020)” means the Indenture, dated as of February 9, 2010 by and among
the Parent and the Senior Noteholders, as the same may be amended, restated,
supplemented, replaced or otherwise modified from time to time.

      


      “Senior Noteholder”
means any one of the holders from time to time of the Senior Notes.

      


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

      


      “Special Charges”
means, for any period, for the Consolidated Parties on a consolidated basis, all
charges, costs or expenses of the Consolidated Parties related to any of the
following:

      


      (a)            cash
litigation charges incurred by the Consolidated Parties; provided that such
amount shall not exceed an aggregate amount of $5,000,000 during the term of
this Credit Agreement and any such amounts in excess of $5,000,000 shall not be
included in the determination of the Special Charges Adjustment for any
period;

      


      (b)            non-cash
charges associated solely with respect to the write-down of the value of
accounts due to straight-line rent;

      


      (c)            other
than as set forth in clause (b) immediately above, additional non-cash charges
associated with the write-down of the value of accounts and/or
notes  receivable of the Consolidated Parties; provided that such
amount shall not exceed an aggregate amount of $10,000,000 during the term of
this Credit Agreement and any such amounts in excess of $10,000,000 shall not be
included in the determination of the Special Charges Adjustment for any
period;

      


      (d)            non-cash
charges related to preferred stock redemptions and non-cash compensation
expenses relating to restricted stock awards, stock options or similar equity
based compensation awards;

      


      (e)            non-cash
charges incurred by the Consolidated Parties in association with the write-down
of the value of any real properties;

      


      (f)            to
the extent applicable, the satisfaction of outstanding unamortized loan fees
with respect to the 2009 Credit Facility and the Senior Notes
(2014);

      


      (g)            any
other non-cash charges associated with the sale or settlement by any
Consolidated Party of any Swap Contract; and

      


      (h)            charges
related to acquisition deal related costs.

      


      “Special Charges
Adjustment” means, for any period, the amount which has been deducted for
or in connection with any Special Charges (without duplication among such items
or items taken into account for previous period) in the determination of net
income for the applicable period for which a given Consolidated EBITDA
calculation has been performed.

      


      “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 Parent.

      


      “Subsidiary Guarantor”
means each Subsidiary of the Parent other than (a) the Borrowers and (b) the
Unrestricted Subsidiaries.

      


      “Subsidiary Guarantor Joinder
Agreement” means a joinder agreement in the form of Exhibit E-2 to
be executed by each new Subsidiary of the Parent that is required to become a
Subsidiary Guarantor in accordance with Section 6.15(b)
hereof.

      


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

      


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

      


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

      


      “Tenant” means any
Person who is a lessee with respect to any lease held by a Borrower as lessor or
as an assignee of the lessor thereunder.

      


      “Termination Date”
means April 13, 2014; provided, however, to
the extent the Note Refinancing has not occurred on or prior to December 31,
2013, Termination Date shall mean December 31, 2013.

      


      “Threshold Amount”
means (a) for any provision relating to the Borrowers as a whole, the Parent or
the Consolidated Parties as a whole, $10,000,000, (b) for any provision relating
to Delta Investors I, LLC, Delta Investors II, LLC, OHI Asset, LLC, OHI Asset
(CA), LLC, OHIMA, Inc., OHI Asset (LA), LLC and OHI Asset (CO), LLC, as a whole,
$2,500,000, and (c) for any provision relating to OHI Asset (ID), LLC, Colonial
Gardens, LLC, Wilcare, LLC, Canton Health Care Land, Inc., Dixon Health Care
Center, Inc., Hutton I Land, Inc., Hutton II Land, Inc., Hutton III
Land, Inc., Leatherman Partnership 89-1, Inc., Leatherman Partnership 89-2,
Inc., Leatherman 90-1, Inc., Meridian Arms Land, Inc., Orange Village Care
Center, Inc., St. Mary’s Properties, Inc. and any other Borrower made a party
hereto following the Closing Date, individually, $500,000.

      


      “Treasury Rate” means,
as of any date of determination, the yield reported, as of
10:00 a.m.  (New York City time) on such date (or to the extent
such date is not a Business Day, the Business Day immediately preceding such
date) on the display designated as page “PX-1” of the Bloomberg Financial
Markets Services Screen (or such other display as may replace page “PX-1” of the
Bloomberg Financial Markets Services Screen) for actively traded
U.S.  Treasury securities having a ten (10) year maturity as of
such date, or (b) if such yields are not reported as of such time or the yields
reported as of such time are not ascertainable, the Treasury Constant Maturity
Series Yields reported, for the latest day for which such yields have been
so reported as of such day in Federal Reserve Statistical Release H.15(519) (or
any comparable successor publication) for actively traded U.S. Treasury
securities having a constant maturity equal to ten (10) years.

      


      “Tricare” means the
health care program of the United States Department of Defense Military Health
System.

      


      “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).

      


      “Unrestricted
Subsidiaries” means the “Unrestricted Subsidiaries” as such term is
defined from time to time in the Senior Note Indentures; provided, that to the
extent the Senior Note Indentures are, for any reason, both terminated, the term
“Unrestricted Subsidiaries” shall, for the remainder of the term of this
Agreement, have the meaning assigned to such term in the Senior Note Indentures
immediately prior to the termination thereof.

      


      “Unused Fee” shall
have the meaning given such term in Section 2.09(a).

      


      “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.

      


      “2009 Administrative
Agent” shall have the meaning given such terms in the Recitals of this
Credit Agreement.

      


      “2009 Collateral
Documents” means that certain collateral documentation securing the
obligations of the Borrowers to the 2009 Facility Lenders under the 2009
Facility, such documentation to include, without limitation, the security
agreement, UCC financing statements, certain assignments of leases, and certain
first lien priority mortgage deeds of trust or deeds to secured debt, each dated
on or about June 30,
2009.

      


      “2009 Credit
Agreement” means, that certain Credit Agreement dated as of June 30, 2009
among the Borrowers and Bank of America, N.A., UBS, Deutsche Bank, GECC,
Citicorp North America, Inc. and Bank of America as Administrative
Agent.

      


      “2009 Facility” means
collectively, the 2009 Credit Agreement and the 2009 Promissory Notes as secured
by the 2009 Collateral Documents.

      


      “2009 Facility Assignment
Agreement” means that certain Absolute Assignment of 2009 Credit
Documents by 2009 Facility Lenders and 2009 Administrative Agent to 2009
Facility Lenders and 2009 Administrative Agent among the 2009 Facility Lenders,
the 2009 Administrative Agent and the Administrative Agent hereunder, on behalf
of itself and the Lenders hereunder party to this Credit Agreement as of the
Closing Date, dated as of the date hereof in the form of Exhibit
I.

      


      “2009 Facility
Lenders” means Bank of
America, Deutsche
Bank, UBS and GECC.

      


      “2009 Promissory
Notes” means those certain promissory notes issued by the Borrowers to
certain of the 2009 Facility Lenders.

      


      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 except as otherwise
specifically prescribed herein.

      


      (b)           The
Parent 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 6.02(a).  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 Parent 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.

      


      1.04           Rounding.

      


      Any
financial ratios required to be maintained by the Parent 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 Representative on any Business Day; provided that
after giving effect to any such Revolving Loan, (i) with regard to the Lenders
collectively, the aggregate outstanding principal amount of Revolving
Obligations shall not exceed the lesser of (x) THREE HUNDRED TWENTY MILLION DOLLARS
($320,000,000), the “Aggregate
Revolving Committed Amount”) and (y) the Borrowing Base Amount for such
date 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 provided herein, 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 a Borrower 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 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 an amount equal to FORTY MILLION DOLLARS ($40,000,000) (as such amount
may be adjusted 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 lesser of (x) the
Aggregate Revolving Committed Amount and (y) the Borrowing Base Amount for such
date, and (C) with regard to each Lender individually, such Lender’s Revolving
Commitment Percentage of Revolving Obligations shall not exceed its respective
Revolving Committed Amount.  Subject to the terms and conditions
hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully
revolving, and accordingly the Borrowers may obtain Letters of Credit to replace
Letters of Credit that have expired or that have been drawn upon and
reimbursed.  All Existing Letters of Credit shall be deemed to have
been issued pursuant hereto, and from and after the Closing Date shall be
subject to and governed by the terms and conditions hereof.

      


      (c)           Swing Line
Loans.  During the Commitment Period, the Swing Line Lender
may, in its discretion, make revolving credit
loans (the “Swing Line
Loans”) to the Borrower Representative on any Business Day; provided, that (i)
the aggregate principal amount of Swing Line Loans shall not exceed an amount
equal to FORTY MILLION
DOLLARS ($40,000,000) (as such amount
may be adjusted 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 lesser
of (x) the Aggregate Revolving Committed Amount and (y) the Borrowing Base
Amount on such date, and (iii) the Borrowers shall not use the proceeds of any
Swing Line Loan to refinance any outstanding Swing Line Loan.  Swing
Line Loans shall be Daily Floating Eurodollar Rate 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) Business
Days.

      


      (d)           Increase in Revolving
Commitments.  Subject to the terms and conditions set forth
herein, the Borrower Representative may, at any time during the period
commencing as of the Closing Date and ending as of the date three (3) years
following the Closing Date, upon written notice to the Administrative Agent,
cause an increase in the Aggregate Revolving Committed Amount by up to ONE HUNDRED MILLION DOLLARS
($100,000,000) (to an aggregate amount not more than FOUR HUNDRED TWENTY MILLION DOLLARS
($420,000,000)); provided that such increase shall be conditioned and
effective upon the satisfaction of the following conditions:

      


      (i)            the
Borrowers shall obtain (whether through the Arranger or otherwise) 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 a Lender Joinder Agreement substantially in the
form of Exhibit F
attached hereto or other arrangement reasonably acceptable to the Administrative
Agent (it being understood that  in no case shall any Lender be
required to increase its Revolving Commitment without its written
consent);

      


      (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
Borrowers shall make such payments and adjustments on the Revolving Loans
(including payment of any break-funding amounts owing under Section 3.05) as
may be necessary to give effect to the revised commitment percentages and
commitment amounts;

      


      (iv)            the
Borrowers shall pay to the Administrative Agent and the Arranger all fees
required under the Engagement Letter due in connection with the syndication of
the increase in the Revolving Committed Amount;

      


      (v)            the
Borrowers shall have executed any new or amended and restated Notes (to the
extent requested by the Lenders) to reflect the revised commitment amounts;
and

      


      (vi)            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 Borrowers 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.  The Borrower Representative shall not be permitted to
cause more than four (4) increases in the Aggregate Revolving Committed Amount
following the Closing Date.

      


      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
Representative’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 11:00 a.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
pursuant to this Section 2.02(a)
must be confirmed promptly by delivery to the Administrative Agent of a written
Loan Notice, appropriately completed and signed by a Responsible Officer of the
Parent.  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, $1,000,000 or a whole multiple of $1,000,000
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 applicable 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
Representative fails to specify a Type of Loan in a Loan Notice or if the
Borrower Representative 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 Representative
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 Revolving Commitment Percentage of the applicable
Loans, and if no timely notice of a conversion or continuation is provided by
the Borrower Representative, 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 party
referenced in the applicable Loan Notice in like funds as received by the
Administrative Agent either by (i) crediting the account of the applicable party
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 Representative; provided, however, that if, on the date the Loan Notice
with respect to such Borrowing is given by the Borrower Representative, there
are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such
Borrowing shall be applied, first, to the payment in full of any such L/C
Borrowings, second, to the payment in full of any such Swing Line Loans, and
third, to the party identified in the applicable Loan Notice 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 Representative 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 Representative
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 not 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 $50,000, is to be
      denominated in a currency other than Dollars or is not a standby letter of
      credit.

              


      

      


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

      


      
        	
                 
      

              	
                (A)

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

              


      

      


      
        	
                 
      

              	
                (B)

              	
                the
      expiry date of such requested Letter of Credit would occur more than
      twelve (12) months after the date of issuance or last renewal, 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;

              


      

      


      
        	
                 
      

              	
                (E)

              	
                a
      default of any Lender’s obligations to fund under Section 2.03(c)
      exists or any Lender is at such time a Defaulting Lender or an Impacted
      Lender hereunder, unless
      the L/C Issuer has entered into satisfactory arrangements with the
      Borrower or such Lender to eliminate the L/C Issuer’s risk with respect to
      such Lender; or

              


      

      


      
        	
                 
      

              	
                (F)

              	
                the
      Revolving Commitments have been terminated pursuant to Article
      VIII.

              


      

      


      (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 Article
      VIII.

              


      

      


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

      


      (ii)            Promptly
after receipt of any Letter of Credit Application, the L/C Issuer will confirm
with the Administrative Agent (by telephone or in writing) that the
Administrative Agent has received a copy of such Letter of Credit Application
from the Borrower Representative 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 applicable Person 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 Representative 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
Representative 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 Representative shall reimburse the L/C Issuer
through the Administrative Agent in an amount equal to the amount of such
drawing.  If the Borrower Representative 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 Representative 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 Representative in such
amount.  The Administrative Agent shall remit the funds so received to
the L/C Issuer.

      


      (iii)            With
respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing
of Base Rate Loans for any reason, the Borrower Representative 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 Borrowers 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 Borrowers 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 a Credit Party 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 10.06
(including pursuant to any settlement entered into by the L/C Issuer in its
discretion), each Lender shall pay to the Administrative Agent for the account
of the L/C Issuer its Revolving Commitment Percentage thereof on demand of the
Administrative Agent, plus interest thereon from the date of such demand to the
date such amount is returned by such Lender, at a rate per annum equal to the
Federal Funds Rate from time to time in effect.

      


      (e)           Obligations
Absolute.  The obligations of the Borrowers 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, any other Credit Document or any other agreement or instrument
relating thereto;

      


      (ii)           the
existence of any claim, counterclaim, set-off, defense or other right that the
Borrowers 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 Borrowers.

      


      The
Borrower Representative 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 Representative’s instructions or other
irregularity, the Borrower Representative will immediately notify the L/C
Issuer.  The Borrowers 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 Revolving Lender and each 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 correspondents, participants or
assignees of the L/C Issuer shall be liable to any Revolving Lender for (i) any
action taken or omitted in connection herewith at the request or with the
approval of the Lenders or the Required Lenders, as applicable; (ii) any action
taken or omitted in the absence of gross negligence or willful misconduct; or
(iii) the due execution, effectiveness, validity or enforceability of any
document or instrument related to any Letter of Credit or Letter of Credit
Application.  The Borrowers hereby assume 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 a 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 Borrowers may have a claim against the L/C Issuer, and the
L/C Issuer may be liable to the Borrowers, to the extent, but only to the
extent, of any direct, as opposed to consequential or exemplary, damages
suffered by the Borrowers which the Borrowers prove 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,
which may prove to be invalid or ineffective for any reason.

      


      (g)            Cash
Collateral.  Upon the request of the Administrative Agent or the
Required Lenders, (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 Representative shall immediately Cash Collateralize 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).  For purposes hereof,
“Cash
Collateralize” means to pledge and deposit with or deliver to the
Administrative Agent, for the benefit of the L/C Issuer and the Revolving
Lenders, as collateral for the L/C Obligations, cash or deposit account balances
pursuant to documentation in form and substance satisfactory to the
Administrative Agent and the L/C Issuer (which documents are hereby consented to
by the Revolving Lenders).  Derivatives of such term have
corresponding meanings.  Each Borrower hereby grants to the
Administrative Agent, for the benefit of the L/C Issuer and the Revolving
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, non-interest bearing deposit accounts with the
Administrative Agent.

      


      (h)           Applicability
of ISP98.  Unless otherwise expressly agreed by the L/C Issuer and the
Borrower Representative when a Letter of Credit is issued, the rules of the ISP
shall apply to each Letter of Credit.

      


      (i)           Letter
of Credit Fees.  The Borrowers 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 Representative’s  irrevocable notice to the Swing Line Lender
and the Administrative Agent, which may be given by telephone.  Each
such notice must be received by the Swing Line Lender and the Administrative
Agent not later than 1:00 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
Parent.  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 Representative by crediting the account of the Borrower
Representative 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 Borrowers (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 Representative 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 2:00 p.m.  on the day specified in such Loan Notice,
whereupon, subject to Section 2.04(b)(ii),
each Lender that so makes funds available shall be deemed to have made a
Revolving Loan that is a Base Rate Loan to the Borrowers 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(b)(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(b)(i)
shall be deemed payment in respect of such participation.

      


      (iii)           If
any Lender fails to make available to the Administrative Agent for the account
of the Swing Line Lender any amount required to be paid by such Lender pursuant
to the foregoing provisions of this Section 2.04(b)
by the time specified in Section 2.04(b)(i),
the Swing Line Lender shall be entitled to recover from such Lender (acting
through the Administrative Agent), on demand, such amount with interest thereon
for the period from the date such payment is required to the date on which such
payment is immediately available to the Swing Line Lender at a rate per annum
equal to the Federal Funds Rate from time to time in effect.  A
certificate of the Swing Line Lender submitted to any Lender (through the
Administrative Agent) with respect to any amounts owing under this
clause (iii) shall be conclusive absent manifest error.

      


      (iv)           Each
Lender’s obligation to make Revolving Loans or to purchase and fund risk
participations in Swing Line Loans pursuant to this Section 2.04(b)
shall be absolute and unconditional and shall not be affected by any
circumstance, including (A) any set-off, counterclaim, recoupment, defense or
other right that such Lender may have against the Swing Line Lender, the
Borrowers 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 Borrowers 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 Borrowers (by delivery of an invoice or other
notice to the Borrower Representative) 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 Representative 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 Borrowers 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 Borrowers shall repay each Swing Line Loan on the
earliest to occur of (i) the date five (5) Business Days after such Loan is
made and (ii) the Termination Date.

      


      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
11:00 a.m.  by the Administrative Agent (A) at least
three (3) 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
$1,000,000 and integral multiples of $1,000,000 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 lesser of (x) the Aggregate Revolving
Committed Amount and (y) the Borrowing Base Amount for such date, (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 Revolving
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 Revolving
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) 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 Representative 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 $5,000,000 and
integral multiples of $1,000,000 in excess thereof; and (ii) the Commitments may
not be reduced to an amount less than the Revolving Obligations then
outstanding.  The Administrative Agent will give prompt notice to the
Lenders of any such reduction in Commitments.  Any reduction of the
Aggregate Commitments shall be applied to the Commitment of each Lender
according to its Revolving Commitment Percentage thereof.  All
commitment or other fees accrued until the effective date of any termination of
the Aggregate Commitments shall be paid on the effective date of such
termination.

      


      2.08           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 Borrowers 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 written request of the Required Lenders,
while any Event of Default exists, the Borrowers 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)           Unused
Fee.  From and after the Closing Date, the Borrowers agree to
pay the Administrative Agent for the ratable benefit of the Lenders an unused
fee (the “Unused
Fee”) for each calendar quarter (or portion thereof) in an amount equal
to the sum of the Daily Unused Fees incurred during such period.  The
Unused 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); provided, that (i) no
Unused Fee shall accrue on the Commitment of a Defaulting Lender so long as such
Lender shall be a Defaulting Lender and (ii) any Unused Fee accrued with respect
to the Commitment of a Defaulting Lender during the period prior to the time
such Lender became a Defaulting Lender and unpaid at such time shall not be
payable by the Borrower so long as such Lender shall be a Defaulting
Lender.  The Administrative Agent shall distribute the Unused Fee to
the Lenders pro rata in accordance with the respective Revolving Commitments of
the Lenders.

      


      (b)           Upfront and Other
Fees.  The Borrowers agree to pay to the Administrative Agent
for the benefit of the Lenders the upfront and other fees provided in the
Engagement Letter.

      


      (c)           Letter of Credit
Fees.

      


      (i)           Letter
of Credit Fee.  In consideration of the L/C Commitment hereunder, the
Borrowers agree to pay to the Administrative Agent for the ratable benefit of
the Lenders an annual fee (the “Letter of Credit
Fee”) with respect to each Letter of Credit issued hereunder equal to (A)
the Applicable Percentage per annum multiplied by (B) the average daily maximum
amount available to be drawn under 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.  The Letter of Credit Fee shall be
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); provided, that (1) no
Letter of Credit Fees shall accrue in favor of a Defaulting Lender so long as
such Lender shall be a Defaulting Lender and (2) any Letter of Credit Fees
accrued in favor of a Defaulting Lender during the period prior to the time such
Lender became a Defaulting Lender and unpaid at such time shall not be payable
by the Borrower so long as such Lender shall be a Defaulting
Lender.

      


      (ii)            L/C
Issuer Fees.  In addition to the Letter of Credit Fee, the Borrowers
agree to pay to the L/C Issuer for its own account without sharing by the other
Lenders (A) with the issuance of each such Letter of Credit, a fronting fee of
one eighth of one percent (0.125%) per annum on the 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) upon the issuance, amendment,
negotiation, transfer and/or conversion of any Letters of Credit or any other
action or circumstance requiring administrative action on the part of the L/C
Issuer with respect thereto, customary charges of the L/C Issuer with respect
thereto (collectively, the “L/C Issuer
Fees”).

      


      (d)           Administrative
Agent’s Fees.  The Borrowers agree to pay the Administrative Agent
such fees as provided in the Engagement Letter or as may be otherwise agreed by
the Administrative Agent and the Borrowers from time to time.

      


      (e)           Other
Fees.

      


      (i)            The
Borrowers 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
Engagement Letter.  Such fees shall be fully earned when paid and
shall not be refundable for any reason whatsoever.

      


      (ii)            The
Borrowers 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; Retroactive Adjustments of Applicable Rate.

      


      (a)           All
computations of interest for Base Rate Loans 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.

      


      (b)           If,
as a result of any restatement of or other adjustment to the financial
statements of the Credit Parties or for any other reason related to the finances
of the Credit Parties, any Credit Party or the Lenders determine that (i) the
Consolidated Leverage Ratio as calculated by the Credit Parties as of any
applicable date was inaccurate and (ii) a proper calculation of the Consolidated
Leverage Ratio would have resulted in higher pricing for such period, the Credit
Parties shall immediately and retroactively be obligated to pay to the
Administrative Agent for the account of the applicable Lenders or the L/C
Issuer, as the case may be, promptly on demand by the Administrative Agent (or,
after the occurrence of an actual or deemed entry of an order for relief with
respect to the Borrower under the Bankruptcy Code of the United States,
automatically and without further action by the Administrative Agent, any Lender
or the L/C Issuer), an amount equal to the excess of the amount of interest and
fees that should have been paid for such period over the amount of interest and
fees actually paid for such period.  This paragraph shall not limit
the rights of the Administrative Agent, any Lender or the L/C Issuer, as the
case may be, under Section 2.03(c)(iii), 2.03(i) or 2.08(b) or under
Article
VIII.  The Credit Parties obligations under this paragraph
shall survive the termination of the Aggregate Revolving Committed Amount and
shall survive for one (1) year following the repayment of all other Obligations
hereunder.

      


      2.11           Payments
Generally.

      


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

      


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

      


      (c)           Unless
the Borrowers 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 Borrowers or such Lender, as the case may be, will not make
such payment, the Administrative Agent may assume that the Borrowers 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 Borrowers fail 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 Borrowers 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 Borrowers 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 Borrowers 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 Borrowers 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 Borrowers 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 or for any other
reason, 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, nor relieve Borrowers from any obligations
hereunder to the Lenders which fulfill such obligations and no Lender shall be
responsible for the failure of any other Lender to so make its Loan or purchase
its participation.

      


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

      


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

      


      2.12           Sharing of
Payments.

      


      If 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, but excluding any payments made to a Lender in error by the
Administrative Agent (which such payments shall be returned by the Lender to the
Administrative Agent immediately upon such Lender’s obtaining knowledge that
such payment was made in error)) 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 (i) if all or any portion of such excess payment is thereafter recovered
from the purchasing Lender under any of the circumstances described in Section 10.06
(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 (A) the amount of such paying Lender’s required repayment
to (B) 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 and (ii) the provisions of
this Section shall not be construed to apply to any payment obtained by the L/C
Issuer or the Swing Line Lender to secure the obligations of Defaulting Lenders
or Impacted Lenders to fund such risk participations.  The Borrowers
agree 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 10.09)
with respect to such participation as fully as if such Lender were the direct
creditor of the Borrowers 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
Borrowers 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 Borrowers hereunder to pay any amount owing with respect
to the Obligations.  In the event of any conflict between the accounts
and records maintained by any Lender and the accounts and records of the
Administrative Agent in respect of such matters, the accounts and records of the
Administrative Agent shall control in the absence of manifest
error.  The Borrowers shall execute and deliver to the Administrative
Agent a Note for each Lender, requesting a Note, which Note 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.

      


      2.14           Joint and Several Liability
of the Borrowers.

      


      (a)           Each
of the Borrowers is accepting joint and several liability hereunder in
consideration of the financial accommodation to be provided by the Lenders under
this Credit Agreement, for the mutual benefit, directly and indirectly, of each
of the Borrowers and in consideration of the undertakings of each of the
Borrowers to accept joint and several liability for the obligations of each of
them.

      


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

      


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

      


      (d)           The
obligations of each Borrower under the provisions of this Section 2.14
constitute full recourse obligations of such Borrower, enforceable against it to
the full extent of its properties and assets, irrespective of the validity,
regularity or enforceability of this Credit Agreement or any other circumstances
whatsoever.

      


      (e)           Except
as otherwise expressly provided herein, each Borrower hereby waives notice of
acceptance of its joint and several liability, notice of occurrence of any
Default or Event of Default (except to the extent notice is expressly required
to be given pursuant to the terms of this Credit Agreement), or of any demand
for any payment under this Credit Agreement (except to the extent demand is
expressly required to be given pursuant to the terms of this Agreement), notice
of any action at any time taken or omitted by the Lender under or in respect of
any of the Obligations hereunder, any requirement of diligence and, generally,
all demands, notices and other formalities of every kind in connection with this
Credit Agreement.  Each Borrower hereby assents to, and waives notice
of, any extension or postponement of the time for the payment of any of the
Obligations hereunder, the acceptance of any partial payment thereon, any
waiver, consent or other action or acquiescence by the Lenders at any time or
times in respect of any default by any Borrower in the performance or
satisfaction of any term, covenant, condition or provision of this Credit
Agreement, any and all other indulgences whatsoever by the Lenders in respect of
any of the Obligations hereunder, and the taking, addition, substitution or
release, in whole or in part, at any time or times, of any security for any of
such Obligations or the addition, substitution or release, in whole or in part,
of any Borrower.  Without limiting the generality of the foregoing,
each Borrower assents to any other action or delay in acting or any failure to
act on the part of the Lender, including, without limitation, any failure
strictly or diligently to assert any right or to pursue any remedy or to comply
fully with applicable laws or regulations thereunder which might, but for the
provisions of this Section 2.14,
afford grounds for terminating, discharging or relieving such Borrower, in whole
or in part, from any of its obligations under this Section 2.14, it
being the intention of each Borrower that, so long as any of the Obligations
hereunder remain unsatisfied, the obligations of such Borrower under this Section 2.14
shall not be discharged except by performance and then only to the extent of
such performance.  The obligations of each Borrower under this Section 2.14
shall not be diminished or rendered unenforceable by any winding up,
reorganization, arrangement, liquidation, reconstruction or similar proceeding
with respect to any reconstruction or similar proceeding with respect to any
Borrower or any Lender.  The joint and several liability of the
Borrowers hereunder shall continue in full force and effect notwithstanding any
absorption, merger, amalgamation or any other change whatsoever in the name,
membership, constitution or place of formation of any Borrower or any
Lender.

      


      (f)           The
provisions of this Section 2.14 are
made for the benefit of the Administrative Agent, L/C issuer, Swing Line Lender,
the Lenders and their respective successors and assigns, and may be enforced by
any such Person from time to time against any of the Borrowers as often as
occasion therefor may arise and without requirement on the part of any Lender
first to marshal any of its claims or to exercise any of its rights against any
of the other Borrowers or to exhaust any remedies available to it against any of
the other Borrowers or to resort to any other source or means of obtaining
payment of any of the Obligations or to elect any other remedy.  The
provisions of this Section 2.14
shall remain in effect until all the Obligations hereunder shall have been paid
in full or otherwise fully satisfied.  If at any time, any payment, or
any part thereof, made in respect of any of the Obligations, is rescinded or
must otherwise be restored or returned by the Lenders upon the insolvency,
bankruptcy or reorganization of any of the Borrowers, or otherwise, the
provisions of this Section 2.14
will forthwith be reinstated and in effect as though such payment had not been
made.

      


      (f)           Notwithstanding
any provision to the contrary contained herein or in any other of the Credit
Documents, the obligations of each Borrower 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
Bankruptcy Code or any comparable provisions of any applicable state
law.

      


      2.15           Appointment of Parent as
Legal Representative for Credit Parties.

      


      Each of
the Credit Parties hereby appoints the Parent to act as its exclusive legal
representative for all purposes under this Credit Agreement and the other Credit
Documents (including, without limitation, with respect to all matters related to
Borrowings and the repayment of Loans and Letters of Credit as described in
Article II
and Article III
hereof) (in such capacity, the “Borrower
Representative”).  Each of the Credit Parties acknowledges and
agrees that (a) the Borrower Representative may execute such documents on behalf
of all the Credit Parties (whether as Borrowers or Guarantors) as the Borrower
Representative deems appropriate in its reasonable discretion and each Credit
Party shall be bound by and obligated by all of the terms of any such document
executed by the Borrower Representative on its behalf, (b) any notice or other
communication delivered by the Administrative Agent or any Lender hereunder to
the Borrower Representative shall be deemed to have been delivered to each of
the Credit Parties and (c) the Administrative Agent and each of the Lenders
shall accept (and shall be permitted to rely on) any document or agreement
executed by the Borrower Representative on behalf of the Credit Parties (or any
of them).  The Borrowers must act through the Borrower Representative
for all purposes under this Credit Agreement and the other Credit
Documents.  Notwithstanding anything contained herein to the contrary,
to the extent any provision in this Credit Agreement requires any Credit Party
to interact in any manner with the Administrative Agent or the Lenders, such
Credit Party shall do so through the Borrower Representative.

      


      


      ARTICLE
III

      TAXES,
YIELD PROTECTION AND ILLEGALITY

      


      3.01           Taxes.

      


      (a)           Any
and all payments by any Credit Party 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 and excise taxes imposed on it (in lieu of net income taxes), as a
result of a present or former connection between the Administrative Agent or
such Lender and the jurisdiction of the Governmental Authority imposing such tax
or any political subdivision or taxing authority thereof or therein (other than
any such connection arising solely from the Administrative Agent’s or such
Lender’s having executed, delivered or performed its obligations or received a
payment under, or enforced, this Credit Agreement or any other Credit Document)
(all such non-excluded taxes, duties, levies, imposts, deductions, assessments,
fees, withholdings or similar charges, and liabilities being hereinafter
referred to as “Taxes”).  If
any Credit Party 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) such Credit Party shall make such deductions, (iii)
such Credit Party shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with applicable Laws, and (iv) within
thirty (30) days after the date of such payment, such Credit Party 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 Borrowers agree to pay any and all present or future stamp, court
or documentary taxes or charges or similar levies which 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”).  For the avoidance of doubt, “Other Taxes” shall not
include any taxes assessed on the net or gross income of a taxpayer, regardless
of whether such taxes are designated excise or property taxes.

      


      (c)           If
the Borrowers 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 Borrowers 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.

      


      (d)           The
Borrowers agree 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)
that are paid by the Administrative Agent and such Lender and that are the
responsibility of the Borrowers, (ii) amounts payable under Section 3.01(c)
and (iii) any liability (including additions to tax, penalties, interest and
expenses) 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 written 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 Borrowers through the Administrative Agent, any obligation of
such Lender to make or continue Eurodollar Loans or to convert Base Rate Loans
to Eurodollar Loans shall be suspended until such Lender notifies the
Administrative Agent and the Borrowers that the circumstances giving rise to
such determination no longer exist.  Upon receipt of such notice, the
Borrowers 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
Borrowers 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 Parent 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 Borrowers 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 Base Rate Loans in the amount specified therein.

      


      
        	
                3.04

              	
                Increased Cost and
      Reduced Return; Capital Adequacy; Reserves on Eurodollar
      Loans.

              


      

      


      (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 contemplated
by Section 3.04(c)),
then from time to time upon demand of such Lender (with a copy of such demand to
the Administrative Agent), the Borrowers 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 Borrowers shall
pay to such Lender such additional amounts as will compensate such Lender for
such reduction.

      


      (c)           The
Borrowers shall pay to each Lender, as long as such Lender shall be required to
maintain reserves with respect to liabilities or assets consisting of or
including Eurocurrency funds or deposits (currently known as “Eurocurrency
liabilities”), additional interest on the unpaid principal amount of each
Eurodollar Loan equal to the actual costs of such reserves allocated to such
Loan by such Lender (as determined by such Lender in good faith, which
determination shall be conclusive), which shall be due and payable on each date
on which interest is payable on such Loan, provided the Borrowers shall have
received at least fifteen (15) days’ prior written notice (with a copy to the
Administrative Agent) of such additional interest from such
Lender.  If a Lender fails to give notice fifteen (15) days prior to
the relevant Interest Payment Date, such additional interest shall be due and
payable fifteen (15) days from receipt of such notice.

      


      3.05           Funding
Losses.

      


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

      


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

      


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

      


      (c)            any
assignment of a Eurodollar Loan on a day other than the last day of the Interest
Period therefor as a result of a request by the Borrowers pursuant to Section 10.16;

      


      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 Borrowers shall also pay any customary administrative
fees charged by such Lender in connection with the foregoing.

      


      For
purposes of calculating amounts payable by the Borrowers 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 Base Rate used in determining 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 a claim for compensation under Section 3.01 or
3.04, the
Borrowers may replace such Lender in accordance with Section 10.16.

      


      3.07           Survival.

      


      All of
the Borrowers’ obligations under this Article III shall survive termination
of the Aggregate Revolving Commitments and repayment of all other Obligations
hereunder.

      


      


      ARTICLE
IV

      CONDITIONS
PRECEDENT TO EXTENSION OF CREDITS

      


      The
obligation of each Lender to make Extensions of Credit hereunder is subject to
satisfaction of the following conditions precedent:

      


      4.01           Conditions to Initial
Extensions of Credit.

      


      The
obligation of the Lenders to make the initial Extension 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 writing by the Administrative Agent and Lenders.

      


      (a)            Credit Documents,
Organization Documents, Etc.  The Administrative Agent’s
receipt of the following, each of which shall be originals or facsimiles
(followed promptly by originals) unless otherwise specified, each properly
executed by a Responsible Officer of the signing Credit Party, each dated the
Closing Date (or, in the case of certificates of governmental officials, a
recent date before the Closing Date) and each in form and substance satisfactory
to the Administrative Agent and its legal counsel:

      


      (i)           executed
counterparts of this Credit Agreement and the other Credit
Documents;

      


      (ii)           a
Note executed by the Borrowers in favor of each Lender requesting a
Note;

      


      (iii)           copies
of the Organization Documents of the Parent and each Borrower certified to be
true and complete as of a recent date by the appropriate Governmental Authority
of the state or other jurisdiction of its incorporation or organization, where applicable, and
certified by a secretary or assistant secretary of Parent and Borrowers to be
true and correct as of the Closing Date;

      


      (iv)           with
respect to the Subsidiary Guarantors, a certificate by a secretary or
assistant secretary of such Subsidiary Guarantor that the Organization Documents
delivered to the Administrative Agent in connection with the 2009 Credit
Agreement are still in full force and effect and have not been amended,
restated, replaced or otherwise modified since the closing of the 2009 Credit
Agreement.

      


      (v)           such
certificates of resolutions or other action, incumbency certificates and/or
other certificates of Responsible Officers of each Credit Party as the
Administrative Agent may require evidencing the identity, authority and capacity
of each Responsible Officer thereof authorized to act as a Responsible Officer
in connection with this Credit Agreement and the other Credit Documents to which
such Credit Party is a party; and

      


      (vi)           such
documents and certifications as the Administrative Agent may reasonably require
to evidence that the Parent and Borrowers are duly organized or formed, and is
validly existing, in good standing and qualified to engage in business in (A)
the jurisdiction of their incorporation or organization and (B) each
jurisdiction where their ownership, lease or operation of properties or the
conduct of their business requires such qualification, except to the extent that
failure to do so could not reasonably be expected to have a Material Adverse
Effect.

      


      (b)           Opinions of
Counsel.  The Administrative Agent shall have received, in each
case dated as of the Closing Date and in form and substance reasonably
satisfactory to the Administrative Agent:

      


      (i)           a
legal opinion of Dewey & LeBoeuf LLP, special New York counsel for the
Credit Parties;

      


      (ii)           a
legal opinion of special local counsel for the Borrowers for the states of
Maryland, California, Colorado, West Virginia, Ohio, North Carolina, Washington,
Massachusetts, Alabama, Tennessee, Idaho, Louisiana, Texas  and any
other state in which any Borrowing Base Asset in existence as of the Closing
Date is located or any other state in which the Parent or any Borrower is
organized, in each case addressed to the Administrative Agent, its counsel and
the Lenders.

      


      (c)           Personal Property
Collateral.  The Administrative Agent shall have received (in
each case in form and substance reasonably satisfactory to the Administrative
Agent):

      


      (i)           searches
of Uniform Commercial Code filings in the state of incorporation of each
Borrower or where a filing would need to be made in order to perfect the
Administrative Agent’s security interest in the tangible personal property
Collateral, copies of the financing statements on file in such jurisdictions and
evidence that no Liens exist other than Permitted Liens;

      


      (ii)           UCC
financing statements for each appropriate jurisdiction as is necessary, in the
Administrative Agent’s sole discretion, to perfect the Administrative Agent’s
security interest in the Collateral;

      


      (iii)           duly
executed notices of grant of security interest as are necessary, in the
Administrative Agent’s sole discretion, to perfect the Administrative Agent’s
security interest in the Collateral;

      


      (iv)           all
instruments and chattel paper in the possession of any of the Borrowers,
together with allonges or assignments as may be necessary or appropriate to
perfect the Administrative Agent’s security interest in the
Collateral;

      


      (v)           duly
executed consents as are necessary, in the Administrative Agent’s sole
discretion, to perfect the Administrative Agent’s security interest in the
Collateral;

      


      (vi)           in
the case of any tangible personal property Collateral located at a premises
leased by a Borrower, such estoppel letters, consents and waivers from the
landlords on such real property as may be required by the Administrative Agent;
and

      


      (vii)           a
copy of each Material Contract.

      


      (d)           Real Property Collateral
(Borrowing Base Assets).  The Administrative Agent shall have
received, in form and substance reasonably satisfactory to the Administrative
Agent and the Lenders, each of the Borrowing Base Asset Deliverables with
respect to each Real Property Asset set forth on Schedule 5.12
attached hereto and shall have approved each such Real Property Asset as a
Borrowing Base Asset hereunder.

      


      (e)           Property and Liability
Insurance.  The Administrative Agent shall have received copies
of all insurance policies held by (or for the benefit of) the Parent, Borrowers
or Tenants with respect to the Real Property Assets of the Borrowers, each such
policy shall name the Administrative Agent (on behalf of the Lenders) as an
additional insured or sole loss payee under a standard mortgagee endorsement, as
applicable and each provider of any such insurance shall agree, by endorsement
upon the policy or policies issued by it or by independent instruments furnished
to the Administrative Agent, that it will give the Administrative Agent (i)
thirty (30) days prior written notice before any such policy or policies
shall be canceled and (ii) fifteen (15) days prior written notice before any
such policy or policies shall be altered.

      


      (f)           Officer’s
Certificates.  The Administrative Agent shall have received a
certificate or certificates executed by a Responsible Officer of the Parent as
of the Closing Date, in a form satisfactory to the Administrative Agent, stating
that (i) each Credit Party is in compliance with all existing financial
obligations (whether pursuant to the terms and conditions of this Credit
Agreement or otherwise), (ii) all governmental, shareholder and third party
consents and approvals, if any, with respect to the Credit Documents and the
transactions contemplated thereby have been obtained, (iii) no action, suit,
investigation or proceeding is pending or threatened in any court or before any
arbitrator or governmental instrumentality that purports to affect any
Consolidated Party or any transaction contemplated by the Credit Documents, if
such action, suit, investigation or proceeding could have a Material Adverse
Effect, (iv) immediately prior to and following the transactions contemplated
herein, each of the Credit Parties shall be Solvent, and (v) immediately after
the execution of this Credit Agreement and the other Credit Documents, (A) no
Default or Event of Default exists and (B) all representations and warranties
contained herein and in the other Credit Documents are true and correct in all
material respects.

      


      (g)           Opening Borrowing Base
Certificate.  Receipt by the Administrative Agent of a
Borrowing Base Certificate as of the Closing Date, substantially in the form of
Exhibit C-2,
duly completed and executed by a Responsible Officer of the Parent.

      


      (h)           Financial
Statements.  Receipt by the Administrative Agent and the
Lenders of (i) pro forma projections of financial statements (balance sheet,
income and cash flows) for each of the fiscal years of the Consolidated Parties
through December 31, 2014 and (ii) such other information relating to the
Consolidated Parties as the Administrative Agent may reasonably require in
connection with the structuring and syndication of credit facilities of the type
described herein.

      


      (i)           Opening Compliance
Certificate.  Receipt by the Administrative Agent of a
Compliance Certificate as of the Closing Date signed by a Responsible Officer of
the Parent and including (i) pro forma calculations for the current fiscal
quarter based on the amounts set forth in the Audited Financial Statements and
taking into account any Extension of Credit made or requested hereunder as of
such date and (ii) pro forma calculations of all financial covenants contained
herein for each of the following four (4) fiscal quarters (based on the
projections set forth in the materials delivered pursuant to clause (h) of
this Section 4.01).

      


      (j)           Consents/Approvals.  The
Credit Parties shall have received all approvals, consents and waivers, and
shall have made or given all necessary filings and notices as shall be required
to consummate the transactions contemplated hereby without the occurrence of any
default under, conflict with or violation of (i) any applicable Law or (ii) any
agreement, document or instrument to which any Credit Party is a party or by
which any of them or their respective properties is bound, except for such
approvals, consents, waivers, filings and notices the receipt, making or giving
of which would not reasonably be likely to (A) have a Material Adverse Effect,
or (B) restrain or enjoin, impose materially burdensome conditions on, or
otherwise materially and adversely affect the ability of any Borrower or any
other Credit Party to fulfill its respective obligations under the Credit
Documents to which it is a party.

      


      (k)           Material Adverse
Change.  No material adverse change shall have occurred since
December 31, 2009 in the condition (financial or otherwise), business,
assets, operations, management or prospects of (i) the Parent, (ii) the Parent
and its Consolidated Subsidiaries taken as a whole, or (iii) the Borrowers taken
as a whole.

      


      (l)           Litigation.  There
shall not exist any pending or threatened action, suit, investigation or
proceeding against any Credit Party or any of their Affiliates that could
reasonably be expected to have a Material Adverse Effect or could otherwise
materially and adversely effect the transactions set forth herein or
contemplated hereby.

      


      (m)           Assumption of 2009 Credit
Facility and 2009 Collateral Documents.  Receipt by the
Administrative Agent of satisfactory evidence that the 2009 Credit Facility and
the 2009 Collateral Documents have been assigned to the Administrative Agent for
the benefit of the Lenders and that all liens in connection therewith have been
assigned to the Administrative Agent, including without limitation the receipt
of a fully executed 2009 Facility Assignment Agreement.

      


      (n)           Fees and
Expenses.  Payment by the Credit Parties to the Administrative
Agent of all fees and expenses relating to the preparation, execution and
delivery of this Credit Agreement and the other Credit Documents which are due
and payable on the Closing Date, including, without limitation, payment to the
Administrative Agent of the fees set forth in the Engagement Letter, and
reasonable and documented Attorney Costs, consultants’ fees, travel expenses and
all fees and expenses associated with the due diligence done in connection with
and the preparation of documentation with respect to the Borrowing Base Assets
or other Collateral.

      


      (o)           Other.  Receipt
by the Lenders or the Administrative Agent of such other documents, instruments,
agreements or information as reasonably requested by any Lender or the
Administrative Agent, including, but not limited to, additional legal opinions,
contribution agreements, corporate resolutions, indemnifications, information
regarding litigation, tax, accounting, labor, insurance, pension liabilities
(actual or contingent), real estate leases, material contracts, debt agreements,
property ownership and contingent liabilities of the Credit
Parties.

      


      4.02           Conditions to Extensions of
Credit.

      


      The
obligation of any Lender to make any Extension of Credit hereunder 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 and the conditions set forth in Section 4.01 for the
initial Extension of Credit shall have been met as of the Closing
Date;

      


      (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 Borrowers made in or pursuant to the
Credit Documents shall be true in all material respects on and as of the date of
such Extension of Credit;

      


      (d)           Immediately
following the making of such Extension of Credit the sum of the outstanding
principal balance of the Revolving Obligations shall not exceed the lesser of
(i) the Aggregate Revolving Committed Amount and (ii) the Borrowing Base Amount
for such date.

      


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

      


      


      ARTICLE
V

      REPRESENTATIONS
AND WARRANTIES

      


      The
Borrowers hereby represent and warrant (on behalf of themselves, the Parent or
the Credit Parties as a whole, as applicable) that:

      


      5.01           Financial Statements; No
Material Adverse Effect; No Internal Control Event.

      


      (a)           The
Audited Financial Statements (i) were prepared in accordance with GAAP
consistently applied throughout the period covered thereby, except as otherwise
expressly noted therein; (ii) fairly present the financial condition of the
Consolidated Parties as of the date thereof and their results of operations for
the period covered thereby in accordance with GAAP consistently applied
throughout the period covered thereby, except as otherwise expressly noted
therein; and (iii) show all material indebtedness and other liabilities, direct
or contingent, of the Consolidated Parties as of the date thereof, including
liabilities for taxes, material commitments and Indebtedness.

      


      (b)           During
the period from December 31, 2008, to and including the Closing Date, there has
been no sale, transfer or other disposition by any Consolidated Party of any
material part of the business or Property of the Consolidated Parties, taken as
a whole, and no purchase or other acquisition by any of them of any business or
property (including any Capital Stock of any other Person) material in relation
to the consolidated financial condition of the Consolidated Parties, taken as a
whole, in each case, which is not reflected in the foregoing financial
statements or in the notes thereto and has not otherwise been disclosed in
writing to the Lenders on or prior to the Closing Date.

      


      (c)           The
financial statements delivered pursuant to Section 6.01(a)
and (b) have
been prepared in accordance with GAAP (except as may otherwise be permitted
under Section 6.01(a)
and (b)) and
present fairly (on the basis disclosed in the footnotes to such financial
statements) the consolidated financial condition, results of operations and cash
flows of the Consolidated Parties as of such date and for such
periods.

      


      (d)           Since
the date of the Audited Financial Statements, there has been no event or
circumstance, either individually or in the aggregate, that has had or could
reasonably be expected to have a Material Adverse Effect.

      


      (e)           Since
the date of the Audited Financial Statements, no Internal Control Event has
occurred.

      


      5.02           Corporate Existence and
Power.

      


      Each of
the Credit Parties 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 or organization, 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.

      


      5.03           Corporate and Governmental
Authorization; No Contravention.

      


      The
execution, delivery and performance by each Credit Party of each Credit Document
to which such Person is party, have been duly authorized by all necessary
corporate or other organizational action, and do not and will not (a) contravene
the terms of any of such Person’s Organization Documents; (b) conflict with or
result in any breach or contravention of, or the creation of any Lien under, (i)
any Contractual Obligation to which such Person is a party or (ii) any order,
injunction, writ or decree of any Governmental Authority or any arbitral award
to which such Person or its property is subject; or (c) violate any Law
(including Regulation U or Regulation X issued by the
FRB).

      


      5.04           Binding
Effect.

      


      This
Credit Agreement has been, and each other Credit Document, when delivered
hereunder, will have been, duly executed and delivered by each Credit Party that
is a party thereto.  This Credit Agreement constitutes, and each other
Credit Document when so delivered will constitute, a legal, valid and binding
obligation of such Credit Party, enforceable against each Credit Party that is a
party thereto in accordance with its terms except as enforceability may be
limited by applicable Debtor Relief Laws and by general equitable principles
(whether enforcement is sought by proceedings in equity or at law).

      


      5.05           Litigation.

      


      There are
no actions, suits, proceedings, claims or disputes pending or, to the knowledge
of the Responsible Officers of the Credit Parties, threatened at law, in equity,
in arbitration or before any Governmental Authority, by or against any Credit
Party or against any of its properties or revenues that (a) purport to affect or
pertain to this Credit Agreement or any other Credit Document, or any of the
transactions contemplated hereby or (b) either individually or in the aggregate,
can reasonably be expected to be determined adversely, and if so determined to
have a Material Adverse Effect.

      


      5.06           Compliance with
ERISA.

      


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

      


      (b)           There
are no pending or, to the knowledge of the Responsible Officers of the Credit
Parties, threatened claims (other than routine claims for benefits), actions or
lawsuits, or action by any Governmental Authority, with respect to any Plan that
could reasonably be expected to have a Material Adverse
Effect.  Neither the Parent nor any ERISA Affiliate or, to the
knowledge of the Responsible Officers of the Credit Parties, any other Person
has engaged in any prohibited transaction or violation of the fiduciary
responsibility rules under ERISA or the Code with respect to any Plan that has
resulted or could reasonably be expected to result in a Material Adverse
Effect.

      


      (c)           (i)           No
ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension
Plan has any Unfunded Pension Liability; (iii) the Parent 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) the Parent nor any
ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and
no event has occurred which, 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) the Parent nor any ERISA
Affiliate has engaged in a transaction that could be subject to
Sections 4069 or 4212(c) of ERISA.

      


      5.07           Environmental
Matters.

      


      Except as
could not reasonably be expected to have a Material Adverse Effect:

      


      (a)            To
the knowledge of the Responsible Officers of the Parent and the Borrowers, each
of the Borrowing Base Assets and all operations with respect to each of the
Borrowing Base Assets and the Real Property Assets owned by the Borrowers are in
compliance with all applicable Environmental Laws in all material respects and
there are no conditions relating to the Borrowing Base Assets, the other Real
Property Assets owned by the Borrowers or the Businesses of the Borrowers that
are likely to give rise to liability under any applicable Environmental
Laws.

      


      (b)            To
the knowledge of the Responsible Officers of the Parent and the Borrowers, none
of the Borrowing Base Assets or other Real Property Assets owned by the
Borrowers contains, or has previously contained, any Hazardous Substances at, on
or under such property in amounts or concentrations that constitute a violation
of, or could give rise to liability under, applicable Environmental
Laws.

      


      (c)            Neither
the Parent nor any Borrower has received any written or verbal notice of, or
inquiry from any Governmental Authority regarding, any violation, alleged
violation, non-compliance, liability or potential liability regarding
environmental matters or compliance with Environmental Laws with regard to any
of the Borrowing Base Assets, any of the other Real Property Assets owned by the
Borrowers or the Businesses of the Borrowers, nor does any Responsible Officer
of the Parent or any Borrower have knowledge or reason to believe that any such
notice will be received or is being threatened.

      


      (d)            Neither
the Parent nor any Borrower has generated, treated, stored or disposed of
Hazardous Substances at, on or under any of the Borrowing Base Assets or any of
the other Real Property Assets owned by the Borrowers in violation of, or in a
manner that could give rise to liability under, any applicable Environmental
Law.  To the knowledge of the Responsible Officers of the Parent and
the Borrowers, Hazardous Substances have not been transported or disposed of
from the Borrowing Base Assets or the other Real Property Assets owned by the
Borrowers, in each case by or on behalf of any Borrower, in violation of, or in
a manner that is likely to give rise to liability under, any applicable
Environmental Law.

      


      (e)            To
the knowledge of the Responsible Officers of the Parent and the Borrowers, no
judicial proceeding or governmental or administrative action is pending or
threatened, under any Environmental Law to which any Borrower is or will be
named as a party, nor are there any consent decrees or other decrees, consent
orders, administrative orders or other orders, or other administrative or
judicial requirements outstanding under any Environmental Law with respect to
the Borrowers, the Borrowing Base Assets, the other Real Property Assets owned
by the Borrowers or the Businesses of the Borrowers.

      


      
        	
                5.08

              	
                Margin Regulations;
      Investment Company Act.

              


      

      


      (a)           No
Credit Party is engaged or will engage, principally or as one of its important
activities, in the business of purchasing or carrying margin stock (within the
meaning of Regulation U issued by the FRB), or extending credit for the
purpose of purchasing or carrying margin stock and no part of the Letters of
Credit or proceeds of the Loans will be used, directly or indirectly, for the
purpose of purchasing or carrying any margin stock.

      


      (b)           None
of the Parent or any Borrower (i) is or is required to be registered as an
“investment company” under the Investment Company Act of 1940 or (ii) subject to
regulation under any other Law which limits its ability to incur the
Obligations.

      


      5.09           Compliance with
Laws.

      


      (a)           Each
Credit Party is in compliance in all material respects with the requirements of
all Laws and all orders, writs, injunctions and decrees applicable to it or to
its properties, except in such instances in which (a) such requirement of Law or
order, writ, injunction or decree is being contested in good faith by
appropriate proceedings diligently conducted or (b) the failure to comply
therewith, either individually or in the aggregate, could not reasonably be
expected to have a  Material Adverse Effect.

      


      (b)           To
the knowledge of the Responsible Officers of the Borrowers, each of the
Borrowing Base Assets, and the uses of the Borrowing Base Assets, are in
compliance in all material respects with the requirements of all Laws and all
orders, writs, injunctions and decrees applicable to the Borrowing Base Assets
(including, without limitation, building and zoning laws and Healthcare Laws),
except in such instances in which (i) such requirement of Law or order, writ,
injunction or decree is being contested in good faith by appropriate proceedings
diligently conducted or (ii) the failure to comply therewith, either
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect.

      


      5.10           Ownership of Property;
Liens.

      


      Each
Borrower has good record and marketable title in fee simple to, or valid
leasehold interests in, all real property necessary or used in the ordinary
conduct of its business (including, in any case, each of the Borrowing Base
Assets), except for such defects in title as could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse
Effect.  The property of the Borrowers is subject to no Liens, other
than Permitted Liens.

      


      5.11           Corporate Structure; Capital
Stock, Etc.

      


      As of the
Closing Date and as of each date on which such schedule is subsequently updated
pursuant to the terms hereof through the delivery of a Compliance Certificate,
Schedule 5.11
correctly sets forth the corporate structure of Parent and each of its
Subsidiaries (including each of the Subsidiary Guarantors), as well as the
entity and ownership structure of the Parent and the Borrowers and the correct
legal name and the jurisdiction of formation of the Parent and each of its
Subsidiaries.  Also included on Schedule 5.11 is a
listing of the number of shares of each class of Capital Stock outstanding with
respect to each Borrower, the Persons holding equity interests in such
Borrowers, their percentage equity or voting interest in the Borrowers and the
number and effect, if exercised, of all outstanding options, warrants, rights of
conversion or purchase and all other similar rights with respect
thereto.  Except as set forth on Schedule 5.11, as of
the Closing Date: (i) no Borrower has issued to any third party any securities
convertible into any equity interest in such Borrower, or any options, warrants
or other rights to acquire any securities convertible into any such equity
interest, and (ii) the outstanding Capital Stock of each Borrower is owned by
the Persons indicated on Schedule 5.11,
is validly issued, fully paid and non-assessable, and is free and clear of all
Liens, warrants, options and rights of others of any kind
whatsoever.  Each Person owning a Borrowing Base Property is a
Borrower hereunder.  Each Borrower is a Wholly Owned Subsidiary of the
Parent.  No Borrower holds or otherwise has any interest in any
Capital Stock of any other Person.   Each Subsidiary of the
Parent is either a Borrower, a Subsidiary Guarantor or an Unrestricted
Subsidiary.

      


      5.12           Real Property Assets;
Leases.

      


      (a)           Part I
of Schedule 5.12
(as updated pursuant to the terms hereof through the delivery of a Compliance
Certificate) is a true and complete list as of the Closing Date of (i) the
street address of each Borrowing Base Asset, (ii) the Borrower which owns each
such Borrowing Base Asset, (iii) the facility type of each such Borrowing Base
Asset, (iv) the Facility Leases to which each such Borrowing Base Asset is
subject, and (v) the name and address of the applicable Tenant.  The
applicable Borrower has a fee simple title to or holds a ground lease interest
pursuant to an Eligible Ground Lease in each Borrowing Base Asset listed on
Schedule 5.12 hereto and such schedule correctly sets forth the type of
interest (fee or leasehold) held by each Borrower in each Borrowing Base
Asset.  Each parcel of real property identified on Part I of
Schedule 5.12 is a Real Property Asset that qualifies as a Borrowing Base
Asset pursuant to the terms hereof and which is subject to a first priority lien
(subject to Permitted Liens) in favor of the Administrative Agent (for the
benefit of the Lenders) pursuant to a properly-recorded Mortgage Instrument and
Assignment of Leases.

      


      (b)           Part II
of Schedule 5.12
(as updated pursuant to the terms hereof through the delivery of a Compliance
Certificate) is a true and complete list as of the Closing Date of (i) the
street address of each other Real Property Asset owned by any Borrower, (ii) the
applicable Borrower which owns each such other Real Property Asset, (iii) the
facility type of each such other Real Property Asset, (iv) the lease(s) to which
each such other Real Property Asset is subject, and (v) the name and address of
the Tenants with respect to each such other Real Property Asset.

      


      (c)           Part III
of Schedule 5.12
(as updated pursuant to the terms hereof through the delivery of a Compliance
Certificate) properly sets forth the names and addresses of all Tenants with
respect to the Real Property Assets who are, to the knowledge of any Responsible
Officer of the Borrowers, (i) delinquent in paying any franchise, business,
intangible, personal property taxes or real estate taxes due beyond the later of
the applicable grace period with respect thereto, if any, and forty five (45)
days and/or (ii) the subject of any Bankruptcy Event.

      


      (d)           Part
IV of Schedule
5.12 (as updated pursuant to the terms hereof through the delivery of a
Compliance Certificate) properly identifies all Facility Leases in existence as
of the date hereof with respect to the Borrowing Base Assets, together with the
applicable Tenant and the remaining term of each such Facility
Lease.

      


      (e)           Part IV
of Schedule 5.12
(as updated pursuant to the terms hereof through the delivery of a Compliance
Certificate) properly sets forth all subleases with respect to the Facility
Leases relating to any of the Borrowing Base Assets, the termination of which
could result in a material adverse effect on the applicable Tenant’s ability to
continue to make scheduled payments to the applicable Borrower under the
applicable Facility Lease, together with the applicable tenant with respect
thereto, the remaining term of the sublease and whether or not such tenant is
current on payments due thereunder.

      


      (f)           To
the knowledge of the Responsible Officers of the Borrowers, each of the
facilities located on the Borrowing Base Assets owned by the Borrowers is
currently in good repair, working order and condition without any material
structural or engineering defects or conditions.  To the knowledge of
the Responsible Officers of the Borrowers, no condemnation or condemnation
proceeding has been instituted and remained undismissed for a period in excess
of ninety (90) consecutive days, in each case, with respect to a material
portion of any Real Property Asset listed as a Borrowing Base Asset on Part I of
Schedule
5.12.  To the knowledge of the Responsible Officers of the
Borrowers, no material casualty event has occurred with respect to the
improvements located on any Real Property Asset listed as a Borrowing Base Asset
on Part I of Schedule
5.12 which has not been (or, if applicable) will not be able to be) fully
remediated with available insurance proceeds.

      


      5.13           Material Contracts;
Additional Contractual Obligations.

      


      Schedule 5.13
(as updated pursuant to the terms hereof through the delivery of a Compliance
Certificate) is a true, correct and complete listing of all Material Contracts
as of the Closing Date (other than those set forth on Part V of Schedule
5.12).  No event of default, or event or condition which with
the giving of notice, the lapse of time, a determination of materiality, the
satisfaction of any other condition or any combination of the foregoing, would
constitute such an event of default, exists with respect to any such Material
Contract. Except as set forth on Schedule 5.13, no
Borrower is a party to any contract or agreement that is subject to the Federal
Assignment of Claims Act, as amended (31 U.S.C. Section 3727) or any
similar state or local law.

      


      5.14           Investments.

      


      All
Investments of each Borrower are Investments permitted pursuant to Section
7.04(b).

      


      5.15           Solvency.

      


      The
Credit Parties are Solvent on a consolidated basis.

      


      5.16           Taxes.

      


      The
Credit Parties have filed all Federal, state and other material tax returns and
reports required to be filed, and have paid all Federal, state and other
material taxes, assessments, fees and other governmental charges levied or
imposed upon them or their properties (including all Real Property Assets),
income or assets otherwise due and payable, except those which are being
contested in good faith by appropriate proceedings diligently conducted and for
which adequate reserves have been established in accordance with
GAAP.  To the knowledge of the Responsible Officers of the Parent and
the Borrowers, there is no proposed tax assessment against any Credit Party that
would, if made, have a Material Adverse Effect.

      


      5.17           REIT
Status.

      


      The
Parent is taxed as a “real estate investment trust” within the meaning of
Section 856(a) of the Code and each of the Borrowers are Qualified REIT
Subsidiaries.

      


      5.18           Insurance.

      


      All
insurance coverage of the Borrowers and all insurance coverage of the Tenants
with respect to the Real Property Assets of the Borrowers, in each case, as in
existence as of the Closing Date and as of each date on which such schedule is
subsequently updated pursuant to the terms hereof through the delivery of a
Compliance Certificate, is described on the certificates attached hereto as
Schedule 5.18.

      


      5.19           Healthcare; Facility
Representations and Warranties.

      


      (a)           Compliance With Healthcare
Laws.  Without limiting the generality of Section 5.09
hereof or any other representation or warranty made herein, neither the Parent
nor any of the Borrowers and, to the knowledge of the Responsible Officers of
the Parent and the Borrowers, no Tenant, is in material violation of any
applicable statutes, laws, ordinances, rules and regulations of any Governmental
Authority governing patient healthcare or the operation of any Healthcare
Facility (including without limitation Section 1128B(b) of the Social
Security Act, as amended, 42 U.S.C. Section 1320a-7(b) (Criminal Penalties
Involving Medicare or State Health Care Programs), commonly referred to as the
“Federal Anti-Kickback Statute,” and the Social Security Act, as amended,
Section 1877, 42 U.S.C. Section 1395nn (Prohibition Against Certain
Referrals), commonly referred to as “Stark Statute” (collectively, “Healthcare
Laws”) where such violation would result in a Material Adverse
Effect.  The Parent and each of the Borrowers (if applicable) and, to
the knowledge of the Responsible Officers of the Parent and the Borrowers, each
of the Tenants, comply in all material respects with the applicable requirements
of the Joint Commission, the Food and Drug Administration, Drug Enforcement
Agency and State Boards of Pharmacy and the federal and state Medicare and
Medicaid programs as required by the Healthcare Laws and, to the knowledge of
the Responsible Officers of the Parent and the Borrowers, there are no notices
of material violations of the Healthcare Laws with respect to the Parent, the
Borrowers, any Tenant or any of the Real Property Assets owned by any
Borrower.

      


      (b)           Licenses, Permits, and
Certifications.

      


      (i)           To
the knowledge of the Responsible Officers of the Parent and the Borrowers, each
Tenant has such permits, licenses, franchises, certificates and other approvals
or authorizations of Governmental Authorities as are necessary under applicable
law or regulations to own its properties and to conduct its business and to
receive reimbursement under Medicare, Tricare (if applicable) and Medicaid
(including without limitation such permits as are required under such federal,
state and other health care laws, and under such HMO or similar licensure laws
and such insurance laws and regulations, as are applicable thereto), if the
failure to obtain such permits, licenses, franchises, certificates and other
approvals or authorizations could reasonably be expected to result in a Material
Adverse Effect.  Notwithstanding the foregoing, no Borrower is the
owner of any licenses or permits required for the provision of Medical Services
at any of the Real Property Assets.

      


      (ii)           To
the knowledge of the Responsible Officers of the Parent and the Borrowers, each
Tenant has all Medicare, Tricare (if applicable), Medicaid and related provider
or supplier billing number(s) and related documentation necessary to submit
reimbursement claims to Medicare, Tricare and/or Medicaid for any Medical
Service furnished by such Person in any jurisdiction where it conducts business
if the failure to obtain billing number(s) or related documentation could
reasonably be expected to result in a Material Adverse Effect.  To the
knowledge of the Responsible Officers of the Parent and the Borrowers, no Tenant
is currently subject to suspension, revocation, renewal or denial of its
Medicare, Tricare and/or Medicaid certification, supplier billing number(s), or
Medicare, Tricare and/or Medicaid participation
agreement(s).  

      


      (iii)           To
the knowledge of the Responsible Officers of the Parent and the Borrowers, each
of the facilities located on the Real Property Assets owned by the Borrowers is
currently accredited by The Joint Commission (the “Joint
Commission”) or certified by any required Governmental Authority and is
duly licensed to operate in the manner currently operated, as required under
applicable Laws.  In addition, to the knowledge of the Responsible
Officers of the Parent and the Borrowers, each such facility is in compliance in
all material respects with the applicable provisions of every law, ordinance,
statute, regulation, order, standard, restriction or rule of any federal, state
or local government or quasi-governmental body, agency, board or authority
having jurisdiction over the operation thereof, including, without limitation,
health care and fire safety codes.

      


      (c)           HIPAA
Compliance.  Neither the Parent nor any Borrower is a “covered
entity” within the meaning of HIPAA.

      


      (d)           No Investigations or
Proceedings.  To the knowledge of the Responsible Officers of
the Parent and the Borrowers, neither the Parent nor any Borrower is the subject
of any civil or criminal penalty, process, claim, action or proceeding,
investigation or any administrative or other regulatory review, survey, process
or proceeding (other than routine surveys or reviews conducted by any government
health plan or other accreditation entity) that could reasonably be expected to
cause a Material Adverse Effect.

      


      (e)           Medical
Services.  No Credit Party is in the business of providing
Medical Services.

      


      5.20           Disclosure.

      


      Each
Credit Party has disclosed to the Administrative Agent and the Lenders all
agreements, instruments and corporate or other restrictions to which it or any
of its Subsidiaries is subject, and all other matters known to it, that,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect.  To each Credit Party’s
knowledge,  no report, financial statement, certificate or other
information furnished (whether in writing or orally) by or on behalf of any
Credit Party to the Administrative Agent or any Lender in connection with the
transactions contemplated hereby and the negotiation of this Agreement or
delivered hereunder or under any other Credit Document (in each case, as
modified or supplemented by other information so furnished) contains any
material misstatement of fact or omits to state any material fact necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided that, with respect to projected financial
information, each Credit Party represents only that, to each Credit Party’s
knowledge, such information was prepared in good faith based upon assumptions
believed to be reasonable at the time, with the understanding that certain of
such information is prepared or provided by each Credit Party based upon
information and assumptions provided to such Credit Parties by tenants of such
Credit Parties.

      


      5.21           Collateral
Documents.

      


      The
Collateral Documents create valid security interests in, and Liens on, the
Collateral purported to be covered thereby, which security interests and Liens
are currently perfected security interests and Liens, prior to all other Liens
other than Permitted Liens which by operation of law or contract would have
priority over the Liens securing the Obligations.

      


      


      ARTICLE
VI

      AFFIRMATIVE
COVENANTS

      


      The
Borrowers hereby covenant and agree (on their own behalf and on behalf of the
Subsidiary Guarantors and/or Parent, as applicable) that until the Obligations,
together with interest, fees and other obligations hereunder, have been paid in
full and the Revolving Commitments hereunder shall have terminated:

      


      6.01           Financial
Statements.

      


      The
Borrowers shall deliver to the Administrative Agent (and the Administrative
Agent shall disseminate such information pursuant to the terms of Section 6.02
hereof), in form and detail reasonably satisfactory to the Administrative Agent
and the Required Lenders:

      


      (a)            as
soon as available, but in any event within ninety (90) days after the end of
each fiscal year of the Parent (or if earlier, the date that is five (5) days
after the reporting date for such information required by the SEC), a
consolidated balance sheet of the Consolidated Parties as at the end of such
fiscal year, and the related consolidated statements of earnings, shareholders’
equity and cash flows for such fiscal year, setting forth in each case in
comparative form the figures for the previous fiscal year, all in reasonable
detail and prepared in accordance with GAAP, audited and accompanied by (i) a
report and opinion of a Registered Public Accounting Firm of nationally
recognized standing reasonably acceptable to the Required Lenders, which report
and opinion shall be prepared in accordance with generally accepted auditing
standards and applicable Securities Laws and shall not be subject to any “going
concern” or like qualification or exception or any qualification or exception as
to the scope of such audit and (ii) an attestation report of such Registered
Public Accounting Firm as to the Borrower’s internal controls pursuant to
Section 404 of Sarbanes-Oxley expressing a conclusion that the Parent has
maintained effective internal controls over financial reporting based on COSO
criteria; provided, that the Administrative Agent hereby agrees that a Form 10-K
of the Parent in form similar to that delivered as part of the Audited Financial
Statements shall satisfy the requirements of this Section 6.01(a);
and

      


      (b)            as
soon as available, but in any event within forty-five (45) days after the end of
each of the first three (3) fiscal quarters of each fiscal year of the Parent
(or if earlier, the date that is five (5) days after the reporting date for such
information required by the SEC), a consolidated balance sheet of the
Consolidated Parties as at the end of such fiscal quarter, and the related
consolidated statements of earnings, shareholders’ equity and cash flows for
such fiscal quarter and for the portion of the Parent’s fiscal year then ended,
setting forth in each case in comparative form the figures for the corresponding
fiscal quarter of the previous fiscal year and the corresponding portion of the
previous fiscal year, all in reasonable detail and certified by a Responsible
Officer of the Parent as fairly presenting the financial condition, results of
operations, shareholders’ equity and cash flows of the Consolidated Parties in
accordance with GAAP, subject only to normal year-end audit adjustments and the
absence of footnotes; provided, that the Administrative Agent hereby agrees that
a Form 10-Q of the Parent in form similar to that delivered to the SEC shall
satisfy the requirements of this Section
6.01(b).

      


      6.02           Certificates; Other
Information.

      


      The
Borrowers shall deliver to the Administrative Agent (and the Administrative
Agent shall disseminate such information pursuant to the terms of this Section 6.02),
in form and detail reasonably satisfactory to the Administrative Agent and the
Required Lenders:

      


      (a)            concurrently
with the delivery of the financial statements referred to in Sections 6.01(a)
and (b), a duly
completed Compliance Certificate signed by a Responsible Officer of the
Parent;

      


      (b)            within
forty five (45) days after the end of each fiscal quarter, a Borrowing Base
Certificate calculated as of the end of the immediately prior fiscal quarter,
duly completed and executed by a Responsible Officer of the Parent; provided,
however, the Borrower Representative may, at its option, provide an updated
Borrowing Base Certificate more frequently than quarterly;

      


      (c)            within
forty five (45) days following the date on which such statements and
calculations are due to the respective Borrowers from the respective Tenants,
quarterly operating statements and Occupancy Rate calculations concerning each
of the then-existing Borrowing Base Assets;

      


      (d)            within
thirty (30) days after the end of each fiscal year of the Parent, beginning with
the fiscal year ending December 31, 2010, an annual operating forecast of
the Parent containing, among other things, pro forma financial statements for
the then current fiscal year and updated versions of the pro forma financial
projections delivered in connection with Section 4.01(g)
hereof;

      


      (e)            promptly
after any request by the Administrative Agent, copies of any detailed audit
reports, management letters or recommendations submitted to the board of
directors by the independent accountants of the Parent (or the audit committee
of the board of directors of the Parent) in respect of the Parent (and, to the
extent any such reports, letters or recommendations are prepared separately for
any one or more of the Borrowers, such Borrower(s)) by independent accountants
in connection with the accounts or books of the Parent (or such Borrower(s)) or
any audit of the Parent (or such Borrower(s));

      


      (f)            promptly
after the same are available, (i) copies of each annual report, proxy or
financial statement or other report or communication sent to the stockholders of
the Parent, and copies of all annual, regular, periodic and special reports and
registration statements which the Parent may file or be required to file with
the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934 or
to a holder of any Indebtedness owed by the Parent in its capacity as such
holder and not otherwise required to be delivered to the Administrative Agent
pursuant hereto and (ii) upon the request of the Administrative Agent, all
reports and written information to and from the United States Environmental
Protection Agency, or any state or local agency responsible for environmental
matters, the United States Occupational Health and Safety Administration, or any
state or local agency responsible for health and safety matters, or any
successor agencies or authorities concerning environmental, health or safety
matters;

      


      (g)            promptly
upon receipt thereof, a copy of any other report or “management letter”
submitted by independent accountants to the Parent or any Borrower in connection
with any annual, interim or special audit of the books of the Parent (or any
such Borrower(s));

      


      (h)            promptly
upon any Responsible Officer of the Parent or the Borrowers becoming aware
thereof, notice of (i) the existence of any contemplated offering, placement or
arrangement which will constitute an Event of Default under the terms of Section 8.01(l),
(ii) any matter that has resulted or could reasonably be expected to result in a
Material Adverse Effect, (iii) the occurrence of any Internal Control Event and
(iv) any other Default or Event of Default;

      


      (i)            within
ten (10) days upon any Responsible Officer of the Parent or the Borrowers
becoming aware thereof, reports detailing income or expenses of any assets
directly owned or operated, or which will be included on the balance sheet for
purposes of FIN 46, other than as previously disclosed in the Parent’s Form
10-K, 10-Q or any other publicly available information; and

      


      (j)            promptly,
such additional information regarding the business, financial or corporate
affairs of the Borrowers, or compliance with the terms of the Credit Documents,
as the Administrative Agent or any Lender (through the Administrative Agent) may
from time to time reasonably request.

      


      Documents
required to be delivered pursuant to Section 6.01(a)
or (b) or Section 6.02(b),
(c), (d), or (e) may be delivered
electronically and if so delivered, shall be deemed to have been delivered on
the date (i) on which the Parent or the Borrowers post such documents, or
provides a link thereto on the Parent’s website on the Internet at the website
address listed on Schedule 10.02;
or (ii) on which such documents are posted by the Administrative Agent (on the
Borrowers’ behalf) on IntraLinks/IntraAgency or another relevant website, if
any, to which each Lender and the Administrative Agent have access (whether a
commercial, third-party website or whether sponsored by the Administrative
Agent); provided that: (A) the Borrowers shall deliver paper copies of such
documents to the Administrative Agent or any Lender (through the Administrative
Agent) that requests the Borrowers to deliver such paper copies until a written
request to cease delivering paper copies is given by the Administrative Agent or
such Lender (through the Administrative Agent) and (B) the Borrowers shall
notify (which may be by facsimile or electronic mail) the Administrative Agent
and each Lender (through the Administrative Agent) of the posting of any such
documents (each Lender to which delivery of such documents shall be made by
posting to any such website shall have been given access to such website on or
prior to the date of such posting) and provide to the Administrative Agent by
electronic mail electronic versions (i.e., soft copies) of such
documents.  Notwithstanding anything contained herein, in every
instance the Parent shall be required to provide paper copies of the Compliance
Certificates required by Section 6.02(a)
to the Administrative Agent and each of the Lenders (through the Administrative
Agent).  Except for such Compliance Certificates, the Administrative
Agent shall have no obligation to request the delivery or to maintain copies of
the documents referred to above, and in any event shall have no responsibility
to monitor compliance by the Parent or the Borrowers with any such request for
delivery, and each Lender shall be solely responsible for requesting delivery to
it or maintaining its copies of such documents.

      


      The
Borrowers (and the Borrower Representative) hereby acknowledge that (x) the
Administrative Agent will make available to the Lenders materials and/or
information provided by or on behalf of the Borrowers hereunder (collectively,
the “Borrower
Materials”) by posting the Borrower Materials on IntraLinks or another
similar electronic system (the “Platform”)
and (y) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not
wish to receive material non-public information with respect to the Borrowers or
their securities) (each, a “Public
Lender”).  The Borrowers (and the Borrower Representative)
hereby further agree that (ww) all Borrower Materials that are to be made
available to Public Lenders shall be clearly and conspicuously marked “PUBLIC”
which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently
on the first page thereof (xx) by marking Borrower Materials “PUBLIC,” the
Borrowers shall be deemed to have authorized the Administrative Agent and the
Lenders to treat such Borrower Materials as either publicly available
information or not material information (although it may be sensitive and
proprietary) with respect to the Borrowers or their securities for purposes of
United States federal and state securities laws (provided, however, that to the
extent such Borrower Materials constitute Confidential Information, they shall
be treated as set forth in Section 10.08); (yy) all
Borrower Materials marked “PUBLIC” are permitted to be made available through a
portion of the Platform designated as “Public;” and (zz) the Administrative
Agent shall be entitled to treat any Borrower Materials that are not marked
“PUBLIC” as being suitable only for posting on a portion of the Platform not
marked as “Public.”

      


      6.03           Preservation of Existence
and Franchises.

      


      Each
Credit Party will do all things necessary to preserve and keep in full force and
effect its existence, rights, franchises and authority.  Each Credit
Party shall remain qualified and in good standing in each jurisdiction in which
the failure to so qualify and be in good standing could have a Material Adverse
Effect.

      


      6.04           Books and
Records.

      


      Each
Credit Party will keep complete and accurate books and records of its
transactions in accordance with good accounting practices on the basis of
GAAP.

      


      6.05           Compliance with
Law.

      


      Each
Credit Party will comply with all Laws, rules, regulations and orders, and all
applicable restrictions imposed by all Governmental Authorities (including,
without limitation, building and zoning laws and all Healthcare Laws),
applicable to it and all of its real and personal property (including, without
limitation, each Real Property Asset owned by any Borrower) if noncompliance
with any such law, rule, regulation, order or restriction could have a Material
Adverse Effect.  Each Borrower will comply with all terms and
conditions of all Material Contracts to which it is a party to the extent that
that such non-compliance could have a Material Adverse Effect.

      


      6.06           Payment of Taxes and Other
Indebtedness.

      


      Each
Credit Party will pay and discharge (or cause to be paid or discharged) (a) all
taxes (including, without limitation, any corporate or franchise taxes),
assessments and governmental charges or levies imposed upon it, or upon its
income or profits, or upon any of its properties (including, without limitation,
each Real Property Asset owned by any Borrower), before they shall become
delinquent, (b) all lawful claims (including claims for labor, materials and
supplies) which, if unpaid, might give rise to a Lien (other than a Permitted
Lien) upon any of its properties, and (c) except as prohibited hereunder, all of
its other Indebtedness as it shall become due; provided, however, that no Credit
Party shall be required to pay any such tax, assessment, charge, levy, claim or
Indebtedness which is being contested in good faith by appropriate proceedings
and as to which adequate reserves therefor have been established in accordance
with GAAP, unless the failure to make any such payment (i) could give rise to an
immediate right to foreclose on a Lien securing such amounts in respect of any
Real Property Assets owned by the Borrower or (ii) could have a Material Adverse
Effect.

      


      6.07           Insurance.

      


      In
addition to the requirements of any of the other Credit Documents, the Parent
and the Borrowers shall maintain, or with respect to any Borrowing Base Asset
leased by a Borrower to an Eligible Tenant, cause the applicable Eligible
Tenant, to maintain, insurance policies and coverages indicated on the
certificates attached hereto as Schedule 5.18,
subject to changes in policies and coverages based on the availability of
insurance for Persons engaged in similar types of properties in the applicable
location, in each case as approved by the Administrative Agent in its reasonable
discretion.  The Borrowers will deliver to the Administrative Agent
(a) within ten (10) days of receipt of notice from any insurer a copy of any
notice of cancellation or material change in coverage from that existing on the
date hereof and (b) promptly upon receipt, notice of any cancellation or
nonrenewal of coverage by the Parent or any Borrower thereof.  The
Administrative Agent shall be named as loss payee or mortgagee, as its interest
may appear, and/or additional insured with respect to any insurance procured
with respect to the Borrowing Base Assets and each provider of any such
insurance shall agree, by endorsement upon the policy or policies issued by it
or by independent instruments furnished to the Administrative Agent, that it
will give the Administrative Agent (i) thirty (30) days prior written
notice before any such policy or policies shall be canceled and (ii) fifteen
(15) days prior written notice before any policy or policies shall be
altered.

      


      6.08           Maintenance of
Property.

      


      In
addition to the requirements of any of the other Credit Documents, the Borrowers
shall (a) protect and preserve, or cause to be protected and preserved all
Borrowing Base Assets and maintain, or cause to be maintained, in good repair,
working order and condition all Borrowing Base Assets, ordinary wear and tear
excepted, and (b) from time to time make, or cause to be made, all needed and
appropriate repairs, renewals, replacements and additions to such Borrowing Base
Assets, so that the business carried on in connection therewith may be properly
and advantageously conducted at all times.  No Borrower owns any
material intellectual property.

      


      6.09           Performance of
Obligations.

      


      The
Credit Parties will 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, in accordance with GAAP, appropriate
reserves for the accrual of any of the same.

      


      6.10           Visits and
Inspections.

      


      The
Borrowers (subject to applicable Facility Leases), shall permit representatives
or agents of any Lender or the Administrative Agent, from time to time, and, if
no Event of Default shall have occurred and be continuing, after reasonable
prior notice, but not more than twice annually and only during normal business
hours to: (a) visit and inspect all Borrowing Base Assets to the extent any such
right to visit or inspect is within the control of such Person; (b) inspect and
make extracts from their respective books and records, including but not limited
to management letters prepared by independent accountants; and (c) discuss with
its principal officers, and its independent accountants, its business,
properties, condition (financial or otherwise), results of operations and
performance.  If requested by the Administrative Agent, the Parent or
the Borrowers, as applicable, shall execute an authorization letter addressed to
its accountants authorizing the Administrative Agent or any Lender to discuss
the financial affairs of the Parent or any Borrower with its
accountants.

      


      6.11           Use of Proceeds/Purpose of
Loans and Letters of Credit.

      


      The
Borrowers shall use the proceeds of all Loans and use Letters of Credit only for
the purpose of (i) on the Closing Date to refinance existing Indebtedness of the
Borrowers under the 2009 Credit Facility and (ii) on and after the Closing Date
to finance general corporate working capital (including asset acquisitions) or
other corporate purposes of the Borrowers and the other Credit Parties (to the
extent not inconsistent with the Credit Parties’ covenants and obligations under
this Credit Agreement and the other Credit Documents).

      


      6.12           Financial
Covenants.

      


      (a)           Consolidated Leverage
Ratio.  The Borrowers shall cause the Consolidated Leverage
Ratio, as of the end of any fiscal quarter, to be equal to or less than 5.00 to
1.00; provided
however, notwithstanding the foregoing, following any Acquisition or
series of Acquisitions by the Parent or any Subsidiary of the Parent (other than
a Borrower, except to the extent permitted by Section 7.04(b) hereunder), and
following the delivery of an Acquisition Leverage Ratio Notice, the Borrowers
shall have the ability to increase the applicable Consolidated Leverage Ratio to
a level equal to or less than 5.25 to 1.00 (the “Acquisition
Leverage Ratio”) with respect to the next two (2) fiscal quarter periods
immediately following such Acquisition or series of Acquisitions; provided, further, however, the
Acquisition Leverage Ratio (i) may not be invoked by the Borrowers more than two
(2) times during the term of this Agreement (i.e., an aggregate of four (4)
fiscal quarters) and (ii) shall not be applicable to more than two (2) fiscal
quarters during any three (3) consecutive fiscal quarter period.

      


      (b)           Consolidated Fixed Charge
Coverage Ratio.  The Borrowers shall cause the Consolidated
Fixed Charge Coverage Ratio, as of the end of any fiscal quarter, to be equal to
or greater than 2.00 to 1.00.

      


      (c)           Consolidated Tangible Net
Worth.  The Borrowers shall cause the Consolidated Tangible Net
Worth as of the end of any fiscal quarter to be equal to or greater than the sum
of (i) $891,900,000 plus (ii) an amount
equal to 100% of the net cash proceeds received by the Consolidated Parties from
Equity Transactions during the period commencing as of December 31, 2009 and
ending as of the last day of the fiscal quarter for which such calculation is
being performed.

      


      (d)           Distribution
Limitation.  The Borrowers shall cause the cash distributions
to the Parent’s shareholders made or declared by the Parent during the four (4)
fiscal quarter period ending on such date to be equal to or less than
ninety-five percent (95%) (or such greater amount as is required for the Parent
to maintain REIT status) of the aggregate cumulative Funds From Operations
accrued during such period.  Notwithstanding anything to the contrary
contained in this Section 6.12(d), the
Parent may (i) distribute to the Parent’s shareholders any and all cash proceeds
received by the Parent in connection with any issuance or sale of shares of its
Capital Stock and (ii) make unlimited distributions to the Parent’s shareholders
payable solely in the form of common stock of the Parent).

      


      6.13           Environmental
Matters.

      


      (a)           Each
of the Parent and the Borrowers shall comply with all Environmental Laws in
respect of the Borrowing Base Assets.  The Parent and the Borrowers
shall promptly take all actions necessary to prevent the imposition of any Liens
on any of the Borrowing Base Assets arising out of or related to any
Environmental Laws.

      


      (b)           In
respect of any Borrowing Base Asset, if any of the Parent or any Borrower shall
(a) receive notice that any violation of any Environmental Law may have been
committed or is about to be committed by such Person, (b) receive notice that
any administrative or judicial complaint or order has been filed or is about to
be filed against the Parent or any Borrower alleging violations of any
Environmental Law or requiring any such Person to take any action in connection
with the release of any Hazardous Substance or (c) receive any notice from a
Governmental Authority or private party alleging that any such Person may be
liable or responsible for costs associated with a response to or cleanup of a
release of a Hazardous Substance or any damages caused thereby, the Parent or
the applicable Borrower shall provide the Administrative Agent with a copy of
such notice within ten (10) days after the receipt thereof by the Parent or any
Borrower.  To the extent requested by the Administrative Agent, any
Borrower owning any Borrowing Base Asset or any Real Property Asset which is
proposed for qualification as such shall execute and deliver to the
Administrative Agent an environmental indemnity agreement with respect to
thereto in form and substance acceptable to the Administrative
Agent.

      


      6.14           REIT
Status.

      


      (a)           The
Borrowers shall, for the entire term of this Credit Agreement, retain their
Qualified REIT Subsidiary status.

      


      (b)           The
Parent shall, at all times during the term hereof, maintain its status as a
REIT.

      


      6.15           New
Subsidiaries.

      


      (a)           Upon
the acquisition, incorporation or other creation of any direct or indirect
Subsidiary of the Parent which owns or is to own a Borrowing Base Asset, the
Borrowers shall (i) cause such Subsidiary to become a Borrower hereunder through
the execution and delivery to the Administrative Agent of a Borrower Joinder
Agreement on or before the earlier of (A) the date on which a Real Property
Asset owned by such Subsidiary is included in any calculation (pro forma or
otherwise) of the Borrowing Base Amount and (B) the deadline for the delivery of
the next Compliance Certificate pursuant to Section 6.02(a)),
and (ii) cause such Subsidiary to deliver such other documentation as the
Administrative Agent may reasonably request in connection with the foregoing,
including, without limitation, certified resolutions and other organizational
and authorizing documents of such Subsidiary, favorable opinions of counsel to
such Subsidiary (which shall cover, among other things, the legality, validity,
binding effect and enforceability of the documentation referred to above), all
in form, content and scope reasonably satisfactory to the Administrative
Agent.

      


      (b)           Upon
the acquisition, incorporation or other creation of any other direct or indirect
Subsidiary of the Parent (other than an Unrestricted Subsidiary), the Borrowers
shall (i) cause such Subsidiary to become a Subsidiary Guarantor hereunder
through the execution and delivery to the Administrative Agent of a Subsidiary
Guarantor Joinder Agreement within thirty (30) days of the acquisition,
incorporation or creation of such Subsidiary, and (ii) cause such Subsidiary to
deliver such other documentation as the Administrative Agent may reasonably
request in connection with the foregoing, including, without limitation,
certified resolutions and other organizational and authorizing documents of such
Subsidiary.

      


      6.16           Pledged
Assets.

      


      The
Borrowers shall at all times subject all Borrowing Base Assets and all of their
respective personal property to first priority Liens (subject in any case to
Permitted Liens which by operation of law or contract would have priority over
the Liens securing the Obligations) in favor of the Administrative Agent to
secure the Obligations pursuant to the terms and conditions of the Credit
Documents and such other additional security documents as the Administrative
Agent shall reasonably request, and deliver all Borrowing Base Deliverables (and
any updates to any of the information or materials delivered as a portion
thereof) and such other documentation as the Administrative Agent may reasonably
request in connection with the foregoing, all in form, content and scope
reasonably satisfactory to the Administrative Agent.  In furtherance
of the Borrowers’ obligations under this Section 6.16,
each of the Borrowers hereby agree that they shall, from time to time, at their
own expense, promptly execute, deliver, file and/or record all further
instruments and documents, and take all further action, that may be necessary or
desirable, or that the Administrative Agent may reasonably request (including,
without limitation, the procurement of landlord consents with respect to the
assignment of the applicable Borrower’s interests in any Borrowing Base Assets),
in order to (a) properly evidence the Borrowers’ Obligations hereunder or under
any Credit Document or (b) perfect, continue and protect the Liens and security
interests granted or purported to be granted by any Collateral Documents and to
enable the Administrative Agent to exercise and enforce its rights and remedies
hereunder and under any other Credit Document with respect to any
Collateral.  The applicable Borrower(s) shall promptly deliver to the
Administrative Agent a copy of each such instrument and evidence of its proper
filing or recording, as necessary.

      


      6.17           Appraisals.

      


      The
Borrowers agree that the Administrative Agent shall have the right, once prior
to the Termination Date (but to the extent no Default or Event of Default has
occurred and is continuing, not during the six (6) month period immediately
prior to the Termination Date), to request appraisals with respect to the
Borrowing Base Assets and other Real Property Assets owned by them, that the
Administrative Agent shall engage all appraisers with respect to such appraisals
and that the Borrowers shall pay or reimburse to the Administrative Agent all
reasonable and documented costs and expenses associated therewith to the extent
required by and subject to the provisions of Section 10.04
hereof.

      


      6.18           Anti-Terrorism
Laws.

      


      None of
the Credit Parties nor any of their respective Affiliates (i) will conduct any
business or will engage in any transaction or dealing with any Prohibited
Person, including making or receiving any contribution of funds, goods or
services to or for the benefit of any Prohibited Person, (ii) will deal in, or
will engage in any transaction relating to, any property or interests in
property blocked pursuant to the Executive Order; or (iii) will engage in or
will conspire to engage in any transaction that evades or avoids, or has the
purpose of evading or avoiding, or attempts to violate, any of the prohibitions
set forth in the Executive Order or the Patriot Act.  Each Borrower
covenants and agrees to execute and/or deliver to Administrative Agent any
certification or other evidence requested from time to time by Administrative
Agent in its sole discretion, confirming such Borrower's compliance with this
Section including, without limitation, any documentation which is necessary for
ongoing compliance with any anti-money laundering Laws applicable to any
Lender.

      


      6.19           Compliance With Material
Contracts.

      


      Each
Credit Party shall perform and observe all the material terms and provisions of
each Material Contract to be performed or observed by it, maintain each such
Material Contract in full force and effect, enforce each such Material Contract
in accordance with its terms, take all such action to such end as may be from
time to time reasonably requested by the Administrative Agent and, upon the
reasonable request of the Administrative Agent, make to each other party to each
such Material Contract such demands and requests for information and reports or
for action as any Credit Party is entitled to make under such Material
Contract.

      


      


      ARTICLE
VII

      NEGATIVE
COVENANTS

      


      The
Borrowers hereby covenant and agree (on their own behalf and on behalf of the
Subsidiary Guarantors and/or Parent, as applicable) that until the Obligations,
together with interest, fees and other obligations hereunder, have been paid in
full and the Revolving Commitments hereunder shall have terminated:

      


      7.01           Liens.

      


      No
Borrower shall, at any time, create, incur, assume or suffer to exist any Lien
upon any of its assets or revenues, whether now owned or hereafter acquired,
other than Permitted Liens.  The Parent shall not create any Lien upon
the Capital Stock of any Borrower.

      


      7.02           Indebtedness.

      


      No
Borrower shall create, incur, assume or suffer to exist any Indebtedness,
except:

      


      (a)            Indebtedness
under the Credit Documents;

      


      (b)            Indebtedness
of the Borrowers set forth in Schedule 7.02
(and renewals, refinancings and extensions thereof on terms and conditions no
less favorable to such Person than such existing Indebtedness);

      


      (c)            unsecured
intercompany Indebtedness of any Borrower to any Credit Party; provided, that
such Indebtedness shall be expressly subordinate in all respects to the
Obligations on terms reasonably acceptable to the Administrative Agent;
and

      


      (d)            Indebtedness
of the Borrowers arising solely from unsecured guarantees of Indebtedness of the
Parent pursuant to any public or private debt offering (including, without
limitation the Senior Notes and any additional senior or subordinated note
issuance, convertible debentures, or similar public or private issuance, but
specifically excluding any bank credit facility or similar debt
facility).

      


      7.03           Fundamental
Changes.

      


      Neither the Parent nor any Borrower
shall merge, dissolve, liquidate, consolidate with or into another Person; provided, that,
notwithstanding the foregoing provisions of this Section 7.03,
(a) any Borrower may merge or consolidate with any other Borrower, (b) any
Consolidated Party (including any Unrestricted Subsidiary) which is not a Credit
Party may be merged or consolidated with or into any Credit Party provided that
such Credit Party shall be the continuing or surviving corporation, (c) any
Subsidiary Guarantor may be merged or consolidated with or into any other
Subsidiary Guarantor and (d) any Subsidiary Guarantor may dissolve, liquidate or
wind up its affairs at any time provided that such dissolution, liquidation or
winding up, as applicable, could not reasonably be expected to have a Material
Adverse Effect.

      


      7.04           Dispositions;
Acquisitions.

      


      (a)           The
Borrowers shall not make any sale, lease, transfer or other disposition of (i)
any Borrowing Base Asset, except to the extent permitted pursuant to Section 7.12
hereof; or (ii) any other material assets of the Borrowers unless (A) such sale,
lease, transfer or other disposition is performed in the ordinary course of the
Borrowers’ Businesses or (B) the consideration paid in connection with such
other material assets (1) is in cash or Cash Equivalents, (2) is in an amount
not less than the fair market value of the Property disposed of and (3) does not
exceed, in the aggregate during any calendar year (for the all Borrowers and all
such sales, leases, transfers or other dispositions) $500,000.  The
Parent shall not, in any case, transfer, sell, lease, pledge or otherwise
dispose of the Capital Stock of the Borrowers held by it without the prior
written consent of the Administrative Agent (which consent may be granted or
withheld in the sole discretion of the Administrative Agent).

      


      (b)           The
Borrowers shall not, without the prior written consent of the Administrative
Agent (which consent may be granted or withheld in the sole discretion of the
Administrative Agent), make any Investments or otherwise acquire any material
real or personal property other than: (i) acquisitions of personal property in
the ordinary course of business to the extent required to continue to operate
the Borrowers’ Businesses in the manner in which they are currently being
operated and (ii) investments in cash or Cash Equivalents.

      


      7.05           Business
Activities.

      


      No
Borrower shall engage in any business activities other than owning, developing,
managing and providing secured financing for real and personal property and
similar interests in leasehold properties which are owned by or net leased to
healthcare operators for use as Healthcare Facilities.

      


      7.06           Transactions with Affiliates
and Insiders.

      


      No
Borrower shall, at any time, enter into or permit to exist any transaction or
series of transactions with any officer, director or Affiliate of such Person
other than (a) advances of working capital to any such Borrower, (b) transfers
of cash and assets to any Borrower, (c) intercompany transactions expressly
permitted by Section 7.02,
Section 7.03 or
Section 7.04,
(d) normal compensation and reimbursement of expenses of officers and directors
and (e) except as otherwise specifically limited in this Credit Agreement, other
transactions which are entered into in the ordinary course of such Borrower’s
business on terms and conditions substantially as favorable to such Borrower as
would be obtainable by it in a comparable arms-length transaction with a Person
other than an officer, director or Affiliate.

      


      7.07           Organization Documents;
Fiscal Year.

      


      No Credit
Party shall (a) amend, modify or change its organization documents in a manner
adverse to the Lenders or (b) change its fiscal year.

      


      7.08           Modifications to Other
Documents.

      


      The
Borrowers shall not, without the prior written consent of the Required Lenders
enter into any material amendment or modification or cancel or terminate any
Material Contract prior to its stated maturity (subject to the provisions of
this Section
7.08(b) with respect to Facility Leases) prior to its stated
maturity.  Notwithstanding the foregoing, with respect to any Facility
Lease, the Borrowers may amend or modify or permit the amendment or modification
of any Facility Lease without the Required Lenders’ prior written consent,
except to the extent such amendment or modification: (i) decreases the rent
or any other monetary obligations under any Facility Lease (except as set forth
in the proviso to this sentence); (ii) shortens the term of any Facility
Lease; (iii) releases or limits the liability of any guarantor under any
Facility Lease; (iv) releases any security deposits or letters of credit or
any other security or collateral under any Facility Lease; (v) consents to
the assignment, delegation or other transfer of rights and obligations under any
Facility Lease; or (vi) makes any other material change to the terms and
conditions of any Facility Lease or increases in any material respect the
obligations or liabilities of the applicable Borrower thereunder; provided,
however, that to the extent such amendment, modification or restructuring of a
Facility Lease involves the replacement of a Tenant, (A) the Borrowers shall
have delivered to the Lenders and the Administrative Agent the (1) identity of
such proposed new tenant (the “New
Tenant”), (2) the proposed lease with such New Tenant (the “New
Lease”) and (3) such other information as reasonably requested and (B)
provided that (1) such New Tenant is an Eligible Tenant, (2) the New Lease
provides for rent payments in each year which are at least eighty percent (80%)
of the rent payments in each year due under the lease being amended, modified or
replaced (the “Existing Facility
Lease”) and (3) the New Lease is otherwise substantially similar in all
material respects to the Existing Facility Lease, then within twenty (20)
Business Days after receiving the foregoing information from the Borrowers, if
the Required Lenders have not either approved or disapproved such proposal, the
Required Lenders shall be deemed to have approved such proposal.

      


      7.09           Ownership of
Subsidiaries.

      


      Notwithstanding
any other provisions of this Credit Agreement to the contrary, (a) no Borrower
shall own any Capital Stock of any other entity; (b) no Person other than the
Parent shall own any Capital Stock of any Borrower; and (c) no Borrower shall
permit, create, incur, assume or suffer to exist any Lien on any Capital Stock
of any Borrower.

      


      7.10           No Further Negative
Pledges.

      


      No
Borrower will enter into, assume or become subject to any Negative Pledges or
agreement prohibiting or otherwise restricting the existence of any Lien upon
any of its Property in favor of the Administrative Agent (for the benefit of the
Lenders) for the purpose of securing the Obligations, whether now owned or
hereafter acquired, or requiring the grant of any security for any obligation if
such Property is given as security for the Obligations, except (a) in connection
with any Permitted Lien or any document or instrument governing any Permitted
Lien, provided that any such restriction contained therein relates only to the
asset or assets subject to such Permitted Lien, and (b) pursuant to customary
restrictions and conditions contained in any agreement relating to the sale of
any Property permitted under Section 7.04,
pending the consummation of such sale.

      


      7.11           Limitation on Restricted
Actions.

      


      The
Borrowers will not directly or indirectly, create or otherwise cause or suffer
to exist or become effective any encumbrance or restriction on the ability of
any such Person to (a) pay dividends or make any other distributions to the
Parent on its Capital Stock or with respect to any other interest or
participation in, or measured by, its profits, (b) pay any Indebtedness or other
obligation owed to any Credit Party, (c) make loans or advances to any Credit
Party, (d) sell, lease or transfer any of its properties or assets to any Credit
Party, or (e) act as a Borrower and pledge its assets pursuant to the Credit
Documents or any renewals, refinancings, exchanges, refundings or extension
thereof, except (in respect of any of the matters referred to in
clauses (a)-(d) above) for such encumbrances or restrictions existing under
or by reason of (i) this Credit Agreement and the other Credit Documents, (ii)
applicable Law, (iii) any Lien or any documentation or instrument governing any
Lien permitted under Section 7.01
provided that any such restriction contained therein relates only to the asset
or assets subject to such Lien, or (v) customary restrictions and conditions
contained in any agreement relating to the sale of any Borrowing Base Assets
permitted under Section 7.04,
pending the consummation of such sale.

      


      7.12           Addition/Replacement of
Borrowing Base Assets.

      


      (a)           The
Borrowers shall not request a release of any Borrowing Base Assets from the
Liens established pursuant to the applicable Mortgage Instrument and Assignment
of Leases with respect thereto or add any Real Property Assets as Borrowing Base
Assets hereunder except in accordance with the following:

      


      (i)            The
Borrowers may at any time include additional Real Property Assets (which satisfy
the requirements set forth in the definition of Borrowing Base Assets,
including, without limitation, delivery of each of the Borrowing Base Asset
Deliverables with respect thereto) as Borrowing Base Assets with the written
approval of the Administrative Agent.

      


      (ii)            The
Borrowers may obtain releases of Borrowing Base Assets from the Liens and
security interests of the Administrative Agent hereunder and under the
Collateral Documents relating thereto through satisfaction of each of the
following conditions: (A) the applicable Borrower shall deliver to the
Administrative Agent, not less than five (5) days prior to the date of such
requested release a written request for release of the applicable Borrowing Base
Asset, (B) the applicable Borrower shall deliver, together with such request for
release, a pro forma Compliance Certificate showing that, on a pro forma basis,
after giving effect to such release, (1) all financial covenants contained
herein shall be satisfied and (2) the outstanding principal amount of
Obligations shall not exceed the lesser of the Aggregate Revolving Committed
Amount and the Borrowing Base Amount (after giving effect to the removal of such
Borrowing Base Asset from the calculation of the Borrowing Base Amount, if
applicable), (C) a Responsible Officer of the Borrowers shall certify in writing
to the Administrative Agent that no Default or Event of Default shall exist
immediately after giving effect to the applicable release and (D) the
Administrative Agent shall have received evidence, acceptable to it in its
discretion that the matters set forth in such request, Compliance Certificate
and certification are true and correct in all material respects.  To
the extent all such conditions to release are satisfied, the Administrative
Agent will, at the Borrowers’ expense, deliver to the applicable Borrower such
documentation as is reasonably necessary to evidence the release of the
Administrative Agent’s security interest, if any, in the released Borrowing Base
Asset(s).  The Borrowers shall not otherwise actively cause or
willfully fail to take any commercially reasonable action that causes any
Borrowing Base Asset to fail to qualify as such during the term of this Credit
Agreement.

      


      (iii)            Notwithstanding
anything herein to the contrary, the appraised value of the Borrowing Base
Assets released (whether or not substituted therefore) in any fiscal year
pursuant to this Section 7.12 shall
not exceed $40,000,000 in the aggregate and the appraised value of the Borrowing
Base Assets released (whether or not substituted therefore) during the entire
term hereof shall not, in any case (and regardless of whether the
$40,000,000/year limitation is met during any given year), exceed $100,000,000
in the aggregate.

      


      (b)           The
Borrowers shall not fail to deliver to the Administrative Agent, immediately
upon a Responsible Officer of any Borrower obtaining knowledge of a Borrowing
Base Asset failing to qualify as such, a pro forma Borrowing Base Certificate
(which certificate shall include an update to the information set forth on Schedule 5.12)
demonstrating that, upon giving effect to the removal from the calculation of
the Borrowing Base Amount of the Collateral Value or Mortgageability Amount (as
applicable) attributable to such former Borrowing Base Asset, the Borrowers
shall be in compliance with Section 2.01(a)
hereof.

      


      (c)           The
Borrowers shall not include any Real Property Asset as a Borrowing Base Asset on
any schedule, Borrowing Base Certificate or Compliance Certificate delivered in
connection with this Credit Agreement unless (i) such Real Property Asset meets
the definition of Borrowing Base Asset and Borrowers have otherwise satisfied
the requirements set forth in this Agreement and (ii) such Real Property Asset
continues to qualify as a Borrowing Base Asset as of the date of such
inclusion.

      


      


      ARTICLE
VIII

      EVENTS
OF DEFAULT AND REMEDIES

      


      8.01           Events of
Default.

      


      The
occurrence and continuation of any of the following shall constitute an Event of
Default:

      


      (a)            Non-Payment.  The
Borrowers or any other Credit Party fails to pay when and as required to be paid
herein, (i) any amount of principal of any Loan or any L/C Obligation, (ii)
within five (5) days after the same becomes due, any interest on any Loan or on
any L/C Obligation or any Unused Fee or (iii) within ten (10) days after the
earlier of (A) a Responsible Officer of the Parent or any Borrower becoming
aware that the same has become due or (B) written notice from the Administrative
Agent to the Borrowers, any other fee payable herein or any other amount payable
herein or under any other Credit Document becomes due; or

      


      (b)            Specific
Covenants.  The Borrowers fail to perform or observe any term,
covenant or agreement contained in (i) any of Sections 6.01 6.02 or 6.10 within ten (10)
days after the same becomes due or required or (ii) any of Sections 6.03,
6.06, 6.07, 6.11, 6.12, 6.14, 6.15 or 6.16 or Article VII;
or

      


      (c)            Other
Defaults.  Any Credit Party fails to perform or observe any
other covenant or agreement (not specified in subsection (a) or (b) above)
contained in any Credit Document on its part to be performed or observed and
such failure continues for thirty (30) days after the earlier of (i) a
Responsible Officer of the Parent or any Borrower becoming aware of such default
or (ii) written notice thereof by the Administrative Agent to the Borrowers (or,
if such failure cannot be reasonably cured within such period, sixty (60) days,
so long as the applicable Credit Party has diligently commenced such cure and is
diligently pursuing completion thereof); or

      


      (d)            Representations and
Warranties.  Any representation, warranty, certification or
statement of fact made or deemed made by the Borrowers on behalf of the
Borrowers, the Parent or any other Credit Party and contained in this Credit
Agreement, in any other Credit Document, or in any document delivered in
connection herewith or therewith shall be incorrect or misleading in any
material respect when made or deemed made; or

      


      (e)            Cross-Default.  (i)
there occurs any event of default under any of the Senior Note Indentures; (ii)
the Parent or any Borrower (A) fails to perform or observe (beyond the
applicable grace or cure period with respect thereto, if any) any Contractual
Obligation if such failure could reasonably be expected to have a Material
Adverse Effect, (B) fails to make any payment when due (whether by scheduled
maturity, required prepayment, acceleration, demand, or otherwise and beyond the
applicable grace or cure period with respect thereto, if any) in respect of any
Indebtedness (other than Indebtedness hereunder and Indebtedness under Swap
Contracts) or otherwise fails to observe or perform any other agreement or
condition relating to any such Indebtedness or contained in any instrument or
agreement evidencing, securing or relating thereto, or any other event occurs,
the effect of which event of default is to cause, or to permit the holder or
holders of such Indebtedness (or a trustee or agent on behalf of such holder or
holders) to cause, with the giving of notice if required, such Indebtedness to
be demanded or to become due or to be repurchased, prepaid, defeased or redeemed
(automatically or otherwise), or an offer to repurchase, prepay, defease or
redeem such Indebtedness to be made, prior to its stated maturity, or cash
collateral in respect thereof to be demanded, in each case to the extent such
Indebtedness or other obligation is in an amount (including undrawn committed or
available amounts and including amounts owing to all creditors under any
combined or syndicated credit arrangement) of more than the Threshold Amount; or
(iii) there occurs under any Swap Contract an Early Termination Date (as defined
in such Swap Contract) resulting from (A) any event of default under such Swap
Contract as to which a Borrower is the Defaulting Party (as defined in such Swap
Contract) or (B) any Termination Event (as so defined) under such Swap Contract
as to which a Borrower is an Affected Party (as so defined) and, in either
event, the Swap Termination Value owed by such Borrower as a result thereof is
greater than the Threshold Amount; or

      


      (f)            Insolvency Proceedings,
Etc.  The Parent or any Borrower institutes or consents to the
institution of any proceeding under any Debtor Relief Law, or makes an
assignment for the benefit of creditors; or applies for or consents to the
appointment of any receiver, trustee, custodian, conservator, liquidator,
rehabilitator or similar officer for it or for all or any material part of its
properties; or any receiver, trustee, custodian, conservator, liquidator,
rehabilitator or similar officer is appointed without the application or consent
of the Parent or such Borrower and the appointment continues undischarged or
unstayed for ninety (90) calendar days; or any proceeding under any Debtor
Relief Law relating to the Parent or any Borrower or to all or any material part
of its property is instituted without the consent of the Parent or such
Borrower, as the case may be, and continues undismissed or unstayed for ninety
(90) calendar days, or an order for relief is entered in any such proceeding;
or

      


      (g)            Inability to Pay Debts;
Attachment.  (i) The Parent or any Borrower becomes unable or
admits in writing its inability or fails generally to pay its debts as they
become due, or (ii) any writ or warrant of attachment or execution or similar
process in an amount in excess of the Threshold Amount is issued or levied
against all or any material part of the properties of the Parent or any Borrower
and is not released, vacated or fully bonded within sixty (60) days after its
issue or levy; or

      


      (h)            Judgments.  There
is entered against the Parent or any Borrower (i) any one or more final
judgments or orders for the payment of money in an aggregate amount exceeding
the Threshold Amount (to the extent not covered by independent third-party
insurance as to which the insurer does not dispute coverage), or (ii) any one or
more non-monetary final judgments that have, or could reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect and, in either
case, (A) enforcement proceedings are commenced by any creditor upon such
judgment or order, or (B) there is a period of ten (10) consecutive days during
which a stay of enforcement of such judgment, by reason of a pending appeal or
otherwise, is not in effect; or

      


      (i)            ERISA.  (i)
An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which
has resulted or could reasonably be expected to result in liability of a
Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or
the PBGC in an aggregate amount in excess of the Threshold Amount, or (ii) a
Borrower 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 the Threshold Amount; or

      


      (j)            Invalidity of Credit
Documents; Guaranty.  (i) Any Credit Document, at any time
after its execution and delivery and for any reason other than as expressly
permitted hereunder or as a result of satisfaction in full of all the
Obligations or as a result of the Administrative Agent’s failure to record
and/or file where and/or when appropriate any Collateral Documents or any
continuation statements, ceases to be in full force and effect; or any Credit
Party contests in any manner the validity or enforceability of any Credit
Document; or any Credit Party denies that it has any or further liability or
obligation under any Credit Document, or purports to revoke, terminate or
rescind any Credit Document; or (ii) except as the result of or in connection
with a dissolution, merger or disposition of a Subsidiary Guarantor not
prohibited by the terms of this Credit Agreement, the Guaranty shall cease to be
in full force and effect, or any Guarantor hereunder 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 the Guaranty; or

      


      (k)            Change of
Control.  There occurs any Change of Control.

      


      8.02           Remedies Upon Event of
Default.

      


      If any
Event of Default occurs and is continuing, the Administrative Agent shall, at
the request of, or may, with the consent of, the Required Lenders, upon written
notice to the Borrowers in any instance, take any or all of the following
actions:

      


      (a)            declare
the commitment of each Lender to make Loans and any obligation of the L/C Issuer
to make L/C Credit Extensions to be terminated, whereupon such commitments and
obligation shall be terminated;

      


      (b)            declare
the unpaid principal amount of all outstanding Loans, all interest accrued and
unpaid thereon, and all other amounts owing or payable hereunder or under any
other Credit Document to be immediately due and payable, without presentment,
demand, protest or additional notice of any kind, all of which are hereby
expressly waived by the Borrowers;

      


      (c)            require
that the Borrowers Cash Collateralize the L/C Obligations (in an amount equal to
the then Outstanding Amount thereof); and

      


      (d)            exercise
on behalf of itself and the Lenders all rights and remedies available to it and
the Lenders under the Credit Documents or applicable law;

      


      provided,
however, that upon the occurrence of an actual or deemed entry of an order for
relief with respect to the Borrowers under the Bankruptcy Code of the United
States, the obligation of each Lender to make Loans and any obligation of the
L/C Issuer to make L/C Credit Extensions shall automatically terminate, the
unpaid principal amount of all outstanding Loans and all interest and other
amounts as aforesaid shall automatically become due and payable, and the
obligation of the Borrowers to Cash Collateralize the L/C Obligations as
aforesaid shall automatically become effective, in each case without further act
of the Administrative Agent or any Lender.

      


      8.03           Application of
Funds.

      


      After the
exercise of remedies in accordance with the provisions of Section 8.02 (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 8.02),
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 and (b) 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;

      


      Fifth, to payment of
that portion of the Obligations constituting obligations under Swap Contracts
between any Borrower and any Lender or Affiliate of any Lender (including,
without limitation, payment of breakage, termination or other amounts owing in
respect of any Swap Contract between any Borrower and any Lender, or any
Affiliate of a Lender, to the extent such Swap Contract is permitted hereunder);
and

      


      Last, the balance, if
any, after all of the Obligations have been indefeasibly paid in full, to the
Borrowers 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
IX

      ADMINISTRATIVE
AGENT

      


      9.01           Appointment and
Authorization of Administrative Agent.

      


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

      


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

      


      9.02           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.

      


      9.03           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.

      


      9.04           Reliance by Administrative
Agent.

      


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

      


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

      


      9.05           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 any 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.

      


      9.06           Credit Decision; Disclosure
of Confidential 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 (in each case, except to the extent the
Administrative Agent has confirmed to any Lender in writing the satisfaction of
conditions to funding as of the Closing Date).  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 Borrowers 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 Borrowers 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.

      


      9.07           Indemnification of
Administrative Agent.

      


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

      


      9.08           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.

      


      9.09           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 Representative at all times other than during
the existence of an Event of Default (which consent of the Borrower
Representative 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 Representative, a successor
administrative agent from among the Lenders.  Upon the acceptance of
its appointment as successor administrative agent hereunder, the Person acting
as such successor administrative agent shall succeed to all the rights, powers
and duties of the retiring Administrative Agent, L/C Issuer and Swing Line
Lender and the respective terms “Administrative Agent,” “L/C Issuer” and “Swing
Line Lender” thereafter shall mean such successor administrative agent, Letter
of Credit issuer and swing line lender, and the retiring Administrative Agent’s
appointment, powers and duties as Administrative Agent shall be terminated and
the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as
such shall be terminated, without any other or further act or deed on the part
of such retiring L/C Issuer or Swing Line Lender or any other Lender, other than
the obligation of the successor L/C Issuer to issue letters of credit in
substitution for the Letters of Credit, if any, outstanding at the time of such
succession or to make other arrangements satisfactory to the retiring L/C Issuer
to effectively assume the obligations of the retiring L/C Issuer with respect to
such Letters of Credit.  After any retiring Administrative Agent’s
resignation hereunder as Administrative Agent, the provisions of this Article IX and
Sections 10.04
and 10.05 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.

      


      9.10           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 Borrowers)
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 10.04) 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 10.04.

      


      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.

      


      9.11           Guaranty
Matters.

      


      The
Lenders irrevocably authorize the Administrative Agent, at its option and in its
discretion to release any Guarantor (other than the Parent) from its obligations
under the Guaranty if such Person either (i) ceases to be a Subsidiary as a
result of a transaction permitted hereunder or (ii) has been designated as an
Unrestricted Subsidiary.  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 9.11.  Upon
the release of any Guarantor pursuant to this Section 9.11, the
Administrative Agent shall (to the extent applicable) deliver to the Credit
Parties, upon the Credit Parties' request and at the Credit Parties' expense,
such documentation as is reasonably necessary to evidence the release of such
Guarantor from its obligations under the Credit Documents.

      


      9.12           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 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
X

      MISCELLANEOUS

      


      10.01           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 Borrowers, the Guarantors (if applicable) 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 8.02),
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 Borrowers 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 10.01(a)
or the definition of “Required Lenders” or any other provision hereof specifying
the number or percentage of Lenders required to amend, waive or otherwise modify
any rights hereunder or make any determination or grant any consent hereunder,
or

      


      (vi)           release
the Parent or all or substantially all of the Subsidiary 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.

      


      10.02           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 certified or
registered mail, faxed or delivered to the applicable address, facsimile number
or (subject to subsection (c) below) electronic mail address, and all
notices and other communications expressly permitted hereunder to be given by
telephone shall be made to the applicable telephone number, as
follows:

      


      (i)            if
to any Borrower, the Administrative Agent, the L/C Issuer or the Swing Line
Lender, to the address, facsimile number, electronic mail address or telephone
number specified for such Person on Schedule 10.02
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;
and

      


      (ii)            if
to any other Lender, to the address, facsimile number, electronic mail address
or telephone number specified in its Administrative Questionnaire or to such
other address, facsimile number, electronic mail address or telephone number as
shall be designated by such party in a notice to any Borrower, the
Administrative Agent, the L/C Issuer and the Swing Line Lender.

      


      Notices
sent by hand or overnight courier service, or mailed by certified or registered
mail, shall be deemed to have been given when received; notices sent by
facsimile shall be deemed to have been given when sent (except that, if not
given during normal business hours for the recipient, shall be deemed to have
been given at the opening of business on the next business day for the
recipient).  Notices delivered through electronic communications to
the extent provided in subsection (b) below, shall be effective as provided
in such subsection (b).

      


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

      


      (c)           The
Platform.  THE PLATFORM IS PROVIDED “AS IS” AND “AS
AVAILABLE.”  THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE
ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE
PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE
BORROWER MATERIALS.  NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR
STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER
CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER
MATERIALS OR THE PLATFORM.  In no event shall the Administrative Agent
or any of its Related Parties (collectively, the “Agent
Parties”) have any liability to the Borrower, any Lender, the L/C Issuer
or any other Person for losses, claims, damages, liabilities or expenses of any
kind (whether in tort, contract or otherwise) arising out of the Borrowers’ or
the Administrative Agent’s transmission of Borrower Materials through the
Internet, except to the extent that such losses, claims, damages, liabilities or
expenses are determined by a court of competent jurisdiction by a final and
nonappealable judgment to have resulted from the gross negligence or willful
misconduct of such Agent Party; provided, however, that in no
event shall any Agent Party have any liability to the Borrower, any Lender, the
L/C Issuer or any other Person for indirect, special, incidental, consequential
or punitive damages (as opposed to direct or actual damages).

      


      (d)           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 Loan 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.

      


      (e)           Reliance by Administrative
Agent and Lenders.  The Administrative Agent and the Lenders
shall be entitled to rely and act upon any notices (including telephonic
Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on
behalf of the Borrowers even if (i) such notices were not made in a manner
specified herein, were incomplete or were not preceded or followed by any other
form of notice specified herein, or (ii) the terms thereof, as understood by the
recipient, varied from any confirmation thereof.  The Borrowers 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 Borrowers.  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.

      


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

      


      10.03           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.

      


      Notwithstanding
anything to the contrary contained herein or in any other Credit Document, the
authority to enforce rights and remedies hereunder and under the other Credit
Documents against the Credit Parties or any of them shall be vested exclusively
in, and all actions and proceedings at law in connection with such enforcement
shall be instituted and maintained exclusively by, the Administrative Agent in
accordance with Section 8.02 for the
benefit of all the Lenders; provided, however, that the
foregoing shall not prohibit (a) the Administrative Agent from exercising on its
own behalf the rights and remedies that inure to its benefit (solely in its
capacity as Administrative Agent) hereunder and under the other Credit
Documents, (b) the L/C Issuer or the Swing Line Lender from exercising the
rights and remedies that inure to its benefit (solely in its capacity as L/C
Issuer or Swing Line Lender, as the case may be) hereunder and under the other
Credit Documents, (c) any Lender from exercising setoff rights in accordance
with Section
10.09 (subject to the terms of Section 2.12), or (d)
any Lender from filing proofs of claim or appearing and filing pleadings on its
own behalf during the pendency of a proceeding relative to any Credit Party
under any Debtor Relief Law; and provided, further, that if at
any time there is no Person acting as Administrative Agent hereunder and under
the other Credit Documents, then (i) the Required Lenders shall have the rights
otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii)
in addition to the matters set forth in clauses (b), (c) and (d) of the
preceding proviso and subject to Section 2.12, any
Lender may, with the consent of the Required Lenders, enforce any rights and
remedies available to it and as authorized by the Required Lenders.

      


      10.04           Attorney Costs, Expenses and
Taxes.

      


      The
Borrowers agree (a) to pay directly to the provider thereof or to pay or
reimburse the Administrative Agent for all reasonable and documented 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,
(b) to pay or reimburse the Administrative Agent and each Lender for all
reasonable 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 and (c) all reasonable and documented appraisal costs incurred by the
Administrative Agent in connection with the Administrative Agent’s procurement
of FIRREA-compliant MAI appraisals with respect to any Borrowing Base Asset or
any other Real Property Asset owned by any Borrower, to the extent any such
appraisal is requested by the Administrative Agent (provided, that the Borrowers
shall not be required to pay the costs and expenses associated with any
Administrative Agent-requested appraisal more than once in any two (2)
calendar year period with respect to any Real Property Asset); and (iii) any
re-appraisals requested by any Borrower.  The foregoing costs and
expenses shall include all search, filing, recording, title insurance and
appraisal charges and fees and taxes related thereto, and other reasonable and
documented out-of-pocket expenses incurred by the Administrative Agent and the
reasonable and documented cost of independent public accountants and other
outside experts retained by the Administrative Agent or any
Lender.  All amounts due under this Section 10.04
shall be payable within twenty (20) Business Days after written invoice therefor
is received by the Borrowers.  The agreements in this
Section shall survive the termination of the Aggregate Commitments and
repayment of all other Obligations.

      


      10.05           Indemnification by the
Borrowers.

      


      The
Borrowers 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, litigation, investigation, proceeding, demands, actions,
judgments, suits, costs, expenses and disbursements (including Attorney Costs)
of any kind or nature whatsoever (subject to the provisions of Section 3.01
with respect to Taxes and Other Taxes) that may at any time be imposed on,
incurred by or asserted against any such Indemnitee (whether by a Credit Party
or any other party) in any way relating to or arising out of or in connection
with (a) the execution, delivery, enforcement, performance or administration of
any Credit Document or any other agreement, letter or instrument delivered in
connection with the transactions contemplated thereby or the consummation of the
transactions contemplated thereby, or, in the case of the Administrative Agent
(and any sub-agent thereof) and its Related Parties only, the administration of
this Agreement and the other Credit Documents, (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
indemnification shall not, as to any Indemnitee, be available to the extent that
such liabilities, obligations, losses, damages, penalties, claims, litigation,
investigation, proceeding, demands, actions, judgments, suits, costs, expenses
or disbursements are determined to have resulted from the gross negligence or
willful misconduct of any 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 that may become due under this Section 10.05
shall be payable within twenty (20) Business Days after written invoice therefor
is received by the Borrowers.  The agreements in this Section 10.05
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.

      


      10.06           Payments Set
Aside.

      


      To the
extent that any payment by or on behalf of the Borrowers 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.

      


      10.07           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 no Borrower may 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 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 $1,000,000 unless
each of the Administrative Agent and, so long as no Event of Default has
occurred and is continuing, the Borrower Representative otherwise consents (each
such consent not to be unreasonably withheld or delayed) provided, however, that
concurrent assignments to members of an Assignee Group and concurrent
assignments from members of an Assignee Group to a single Eligible Assignee (or
to an Eligible Assignee and members of its Assignee Group) will be treated as a
single assignment for purposes of determining whether such minimum amount has
been met; (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 in the amount of
$3,500; provided, however, that the
Administrative Agent may, in its sole discretion, elect to waive such processing
and recordation fee in the case of any assignment.  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, 10.04 and 10.05 with respect to
facts and circumstances occurring prior to the effective date of such
assignment).  Upon request, the Borrowers (at their 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
Borrowers, 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, and the Borrowers, 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 Agreement, notwithstanding notice to the
contrary.  The Register shall be available for inspection by the
Borrower Representative at any reasonable time and from time to time upon
reasonable prior notice.  In addition, at any time that a request for
a consent for a material or other substantive change to the Credit Documents is
pending, any Lender wishing to consult with other Lenders in connection
therewith may request and receive from the Administrative Agent a copy of the
Register.

      


      (d)           Any
Lender may at any time, without the consent of, or notice to, the Borrowers or
the Administrative Agent, sell participations to any Person (other than a
natural person or the Borrowers or any of the Borrowers’ 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 Borrowers, 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
Borrowers agree 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 10.09 as
though it were a Lender, provided such Participant agrees to be subject to Section 2.12 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 Representative is notified of the participation sold to such
Participant and such Participant agrees, for the benefit of the Borrowers, to
comply with Section 10.15 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 10.07,
(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
Representative and the Lenders, resign as L/C Issuer and/or (ii) upon
thirty (30) days’ notice to the Borrower Representative, resign as Swing
Line Lender.  In the event of any such resignation as L/C Issuer or
Swing Line Lender, the Borrower Representative shall be entitled to appoint from
among the Lenders a successor L/C Issuer or Swing Line Lender hereunder (with
the consent of the Lender so-appointed); provided, however, that no failure by
the Borrower Representative to appoint any such successor shall affect the
resignation of Bank of America as L/C Issuer or Swing Line Lender, as the case
may be.  If Bank of America resigns as L/C Issuer, it shall retain all
the rights and obligations of the L/C Issuer hereunder with respect to all
Letters of Credit outstanding as of the effective date of its resignation as L/C
Issuer and all L/C Obligations with respect thereto (including the right to
require the Lenders to make 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).

       
 

      10.08           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 Representative; (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 Borrowers; (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, any of the other Consolidated Parties, or its or
their 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.

      


      Each of
the Administrative Agent, the Lenders and the L/C Issuer acknowledges that (a)
the Confidential Information may include material non-public information
concerning the Borrowers or a Subsidiary, as the case may be, (b) it has
developed compliance procedures regarding the use of material non-public
information and (c) it will handle such material non-public information in
accordance with applicable Law, including Federal and state securities
Laws.

      


      10.09           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 Borrowers or any other Credit Party, any such notice being
waived by the Borrowers (on their 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 Borrowers 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.

      


      10.10           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 Borrowers.  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.

      


      10.11           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.

      


      10.12           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 specific
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.

      


      10.13           Survival of Representations
and Warranties.

      


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

      


      10.14           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.

      


      10.15           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
Borrowers 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 Borrowers pursuant to this Credit Agreement) or such other evidence
satisfactory to the Borrowers 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 Borrowers 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 Borrowers 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 Borrowers 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 (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
Borrowers 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 10.15(a)
or (B) if such Lender shall have failed to satisfy the foregoing provisions of
this Section 10.15(a);
provided that if such Lender shall have satisfied the requirement of this Section 10.15(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 10.15(a)
shall relieve the Borrowers of their 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 Borrowers are not required to pay additional amounts under
this Section 10.15(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.

      


      10.16           Replacement of
Lenders.

      


      To the
extent that Section
3.06(b) provides that the Borrowers shall have the right to replace a
Lender as a party to this Credit Agreement, or if any Lender is a Defaulting
Lender, the Borrowers 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 Borrowers) pursuant to Section 10.07(b)
to one or more Eligible Assignees procured by the Borrowers; provided, however,
that if the Borrowers elect to exercise such right with respect to any Lender
pursuant to such Section 3.06(b),
they shall be obligated to replace all Lenders that have made similar requests
for compensation pursuant to Section 3.01 or
3.04.  The
Borrowers 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 Lender’s Commitment and outstanding Loans and
participations in L/C Obligations and Swing Line Loans.

      


      10.17           No Advisory or Fiduciary
Responsibility.

      


      In
connection with all aspects of each transaction contemplated hereby, the
Borrowers each acknowledge and agree, and acknowledge their respective
Affiliates’ understanding, that: (a) the credit facility provided for hereunder
and any related arranging or other services in connection therewith (including
in connection with any amendment, waiver or other modification hereof or of any
other Credit Document) are an arm’s-length commercial transaction between the
Borrowers and their respective Affiliates, on the one hand, and the
Administrative Agent and the Arranger, on the other hand, and each Borrower is
capable of evaluating and understanding and understands and accepts the terms,
risks and conditions of the transactions contemplated hereby and by the other
Credit Documents (including any amendment, waiver or other modification hereof
or thereof); (b) in connection with the process leading to such transaction, the
Administrative Agent and the Arranger each is and has been acting solely as a
principal and is not the financial advisor, agent or fiduciary, for the
Borrowers or any of their respective Affiliates, stockholders, creditors or
employees or any other Person; (c) neither the Administrative Agent nor the
Arranger has assumed or will assume an advisory, agency or fiduciary
responsibility in favor of the Borrowers with respect to any of the transactions
contemplated hereby or the process leading thereto, including with respect to
any amendment, waiver or other modification hereof or of any other Credit
Document (irrespective of whether the Administrative Agent or the Arranger has
advised or is currently advising the Borrowers or any of their respective
Affiliates on other matters) and neither the Administrative Agent nor the
Arranger has any obligation to the Borrowers or any of their respective
Affiliates with respect to the transactions contemplated hereby except those
obligations expressly set forth herein and in the other Credit Documents; (d)
the Administrative Agent and the Arranger and their respective Affiliates may be
engaged in a broad range of transactions that involve interests that differ from
those of the Borrowers and their respective Affiliates, and neither the
Administrative Agent nor the Arranger has any obligation to disclose any of such
interests by virtue of any advisory, agency or fiduciary relationship; and (e)
the Administrative Agent and the Arranger have not provided and will not provide
any legal, accounting, regulatory or tax advice with respect to any of the
transactions contemplated hereby (including any amendment, waiver or other
modification hereof or of any other Credit Document) and each Borrower has
consulted its own legal, accounting, regulatory and tax advisors to the extent
it has deemed appropriate.  Each Borrower hereby waives and releases,
to the fullest extent permitted by law, any claims that it may have against the
Administrative Agent and the Arranger with respect to any breach or alleged
breach of agency or fiduciary duty.

       

      10.18           Source of
Funds.

      


      Each of
the Lenders hereby represents and warrants to the Borrowers 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
Borrowers the name of each employee benefit plan whose assets in such account
exceed ten percent (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 Borrowers.

      


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

      


      10.19           GOVERNING
LAW.

      


      (a)           THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY
WITHIN SUCH STATE, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES; 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 NEW YORK SITTING IN NEW
YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND
BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWERS, THE ADMINISTRATIVE
AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO
THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS.  THE BORROWERS, 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, WHICH
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 BORROWERS, THE ADMINISTRATIVE AGENT AND EACH LENDER
WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE
MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.

      


      10.20           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.

      


      10.21           No
Conflict.

      


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

      


      10.22           USA Patriot Act
Notice.

      


      Each
Lender and the Administrative Agent (for itself and not on behalf of any Lender)
hereby notifies the Borrowers that pursuant to the requirements of the USA
Patriot Act (Title III of Pub.  L.  107-56 (signed into
law October 26, 2001)) (the “Act”), it
is required to obtain, verify and record information that identifies the
Borrowers (and to the extent applicable, the Parent), which information includes
the name and address of the respective Borrowers (and to the extent applicable,
the Parent) and other information that will allow such Lender or the
Administrative Agent, as applicable, to identify the Borrowers (and to the
extent applicable, the Parent) in accordance with the Act.  The
Borrowers shall, promptly following a request by the Administrative Agent or any
Lender, provide all documentation and other information that the Administrative
Agent or such Lender reasonably requests in order to comply with its ongoing
obligations under applicable “know your customer” and anti-money laundering
rules and regulations, including the Act.

      


      10.23           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.

      


      10.24           California Real Property
Assets.

      


      NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED HEREIN, AT ANY TIME THAT ANY OF THE
OBLIGATIONS SHALL BE SECURED BY REAL PROPERTY ASSETS LOCATED IN CALIFORNIA, NO
LENDER SHALL EXERCISE A RIGHT OF SETOFF, LENDER'S LIEN OR COUNTERCLAIM OR TAKE
ANY COURT OR ADMINISTRATIVE ACTION OR INSTITUTE ANY PROCEEDING TO ENFORCE ANY
PROVISION OF THIS AGREEMENT OR ANY CREDIT DOCUMENT UNLESS IT IS TAKEN WITH THE
CONSENT OF THE REQUIRED LENDERS OR, TO THE EXTENT REQUIRED BY SECTION 8.3 OF
THIS AGREEMENT, ALL OF THE LENDERS, IF SUCH SETOFF OR ACTION OR PROCEEDING WOULD
OR MIGHT (PURSUANT TO SECTIONS 580a, 580b, 580d AND 726 OF THE CALIFORNIA CODE
OF CIVIL PROCEDURE OR SECTION 2924 OF THE CALIFORNIA CIVIL CODE, IF APPLICABLE,
OR OTHERWISE) AFFECT OR IMPAIR THE VALIDITY, PRIORITY, OR ENFORCEABILITY OF THE
LIENS GRANTED TO THE AGENT PURSUANT TO THE COLLATERAL DOCUMENTS OR THE
ENFORCEABILITY OF THE OBLIGATIONS HEREUNDER, AND ANY ATTEMPTED EXERCISE BY ANY
LENDER OR ANY SUCH RIGHT WITHOUT OBTAINING SUCH CONSENT OF THE PARTIES AS
REQUIRED ABOVE, SHALL BE NULL AND VOID.  THIS PARAGRAPH SHALL BE
SOLELY FOR THE BENEFIT OF EACH OF THE LENDERS.

      


      10.25           2009 Facility Assignment
Agreement.

      


      Each
Lender hereunder hereby authorizes and directs the Administrative Agent, on
behalf of each such Lender, to, on the Closing Date, enter into the 2009
Facility Assignment Agreement, substantially in the form of Exhibit I hereto,
among 2009 Facility Lenders and the 2009 Administrative Agent, which agreement
shall provide, among other things, for the assignment all of the 2009 Facility
Lenders’ rights, titles and interests in and to the 2009 Credit Facility and the
2009 Collateral Documents in favor of the Administrative Agent hereunder, on
behalf of the Lenders hereunder and such other actions on its behalf as is
contemplated by the terms of such 2009 Facility Assignment
Agreement.

       

      [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK -

      SIGNATURE
PAGES AND SCHEDULES AND EXHIBITS TO FOLLOW]

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

      


      


      BORROWERS:                                                                OHI
ASSET, LLC

      OHI ASSET
(ID), LLC

      OHI ASSET
(LA), LLC

      OHI ASSET
(CA), LLC

      DELTA
INVESTORS I, LLC

      DELTA
INVESTORS II, LLC

      OHI ASSET
(CO), LLC

      COLONIAL
GARDENS, LLC

      WILCARE,
LLC

      


      By:       Omega
Healthcare Investors, Inc.,

      the Sole
Member of each such company

      


      By:  /s/ Daniel J.
Booth                                                                

      Name: Daniel J.
Booth                                                                

      Title:  
Chief Operating
Officer                                                                

      


      TEXAS
LESSOR - STONEGATE, LP

      


      By:       Texas
Lessor – Stonegate GP, Inc.,

      Its
General Partner

      


      By:  /s/ Daniel J.
Booth                                                                

      Name: Daniel J.
Booth                                                                

      Title:  
Chief Operating
Officer                                                                

      


      


      OHIMA,
INC.

      CANTON
HEALTH CARE LAND, INC.

      DIXON
HEALTH CARE CENTER, INC.

      HUTTON I
LAND, INC.

      HUTTON II
LAND, INC.

      HUTTON
III LAND, INC.

      LEATHERMAN
PARTNERSHIP 89-1, INC.

      LEATHERMAN
PARTNERSHIP 89-2, INC.

      LEATHERMAN
90-1, INC.

      MERIDIAN
ARMS LAND, INC.

      ORANGE
VILLAGE CARE CENTER, INC.

      ST.
MARY’S PROPERTIES, INC.

      


      


      


      By:  /s/ Daniel J.
Booth                                                                

      Name: Daniel J.
Booth                                                                

      Title:  
Chief Operating
Officer                                                                

      


      


      LENDERS:                                                                BANK
OF AMERICA, N.A.,

      as
Administrative Agent

      


      By:  /s/ Amie L.
Edwards                                                                

      Name:  Amie L.
Edwards                                                      

      Title:   Senior Vice
President                                                                

      


      


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

      


      By:  /s/ Amie L.
Edwards                                                                

      Name:  Amie L.
Edwards                                                      

      Title:   Senior Vice
President                                                                

      


      


      


      UBS LOAN
FINANCE LLC,

      as a
Lender

      


      By:  /s/ Mary E.
Evans                                                                

      Name: 
Mary E.
Evans                                                                

      Title:  
Associate
Director                                                                

      


      By:  /s/ Omar
Musule                                                                           

      Name: Omar
Musule                                                                           

      Title:  Associate
Director                                                                

      


      


      


      DEUTSCHE
BANK TRUST COMPANY AMERICAS, as a Lender

      


      By:  /s/ Carin
Keegan                                                                           

      Name: Carin
Keegan                                                                           

      Title:  
Director                                                                

      


      


      By:  /s/ Scottye
Lindsey                                                                

      Name: Scottye
Lindsey                                                                

      Title:  
Director                                                                

      


      GENERAL
ELECTRIC CAPITAL CORPORATION, as a Lender

      


      By:  /s/ Adam
Zeiger                                                                           

      Name: Adam
Zeiger                                                                           

      Title:  
Duly Authorized
Signatory                                                                           

      


      JEFFERIES
GROUP, INC.,

      as a
Lender

      


      By:  /s/ Charles J.
Hendrickson                                                                

      Name: Charles J.
Hendrickson                                                                

      Title:  
Managing Director /
Treasurer                                                                

      


      CRÉDIT
AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender

      


      By:  /s/ David
Christiansen                                                                           

      Name: David
Christiansen                                                                

      Title:  
Director                                                                

      


      


      By:  /s/ Priya
Vrat                                                                

      Name: Priya
Vrat                                                                

      Title:  
Director                                                                

      STIFEL
BANK & TRUST,

      as a
Lender

      


      By:  /s/ John H.
Phillips                                                                

      Name: John H.
Phillips                                                                

      Title:  
Senior Vice
President                                                                           

      


      RBS
CITIZENS, N.A., d/b/a Charter One,

      as a
Lender

      


      By:  /s/ Dominic
Blea                                                                           

      Name: Dominic
Blea                                                                           

      Title:  
Assistant Vice
President