<PAGE>

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

                                               Published CUSIP Number: 03749HAC6

                              AMENDED AND RESTATED
                         SENIOR SECURED CREDIT AGREEMENT

                          Dated as of November 2, 2004

                                      among

                  APARTMENT INVESTMENT AND MANAGEMENT COMPANY,
                             AIMCO PROPERTIES, L.P.,
                         AIMCO/BETHESDA HOLDINGS, INC.,

                                       and

                             NHP MANAGEMENT COMPANY,
                                as the Borrowers,

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

                          KEYBANK NATIONAL ASSOCIATION,
                              as Syndication Agent

                                       and

                         The Other Lenders Party Hereto

                         BANC OF AMERICA SECURITIES LLC
                                       and
                             KEYBANC CAPITAL MARKETS
                                       as
                  Joint Lead Arrangers and Joint Book Managers

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                    PAGE
<S>                                                                                                                 <C>
ARTICLE I.            DEFINITIONS AND ACCOUNTING TERMS........................................................        2

         1.01     Defined Terms...............................................................................        2
         1.02     Other Interpretive Provisions...............................................................       37
         1.03     Accounting Terms............................................................................       38
         1.04     Rounding....................................................................................       39
         1.05     Times of Day................................................................................       39
         1.06     Letter of Credit Amounts....................................................................       39

ARTICLE II.           THE COMMITMENTS AND CREDIT EXTENSIONS...................................................       39

         2.01     Committed Loans.............................................................................       39
         2.02     Borrowings, Conversions and Continuations of Committed Loans................................       40
         2.03     Letters of Credit...........................................................................       41
         2.04     Swing Line Loans............................................................................       50
         2.05     Prepayments.................................................................................       53
         2.06     Termination or Reduction of Revolving Commitments...........................................       54
         2.07     Repayment of Loans..........................................................................       54
         2.08     Interest....................................................................................       54
         2.09     Fees........................................................................................       55
         2.10     Computation of Interest and Fees............................................................       56
         2.11     Evidence of Debt............................................................................       56
         2.12     Payments Generally; Administrative Agent's Clawback.........................................       57
         2.13     Sharing of Payments by Lenders..............................................................       58
         2.14     Extension of Revolving Commitment Termination Date..........................................       59
         2.15     Increase in Commitments.....................................................................       60

ARTICLE III.          TAXES, YIELD PROTECTION AND ILLEGALITY..................................................       61

         3.01     Taxes.......................................................................................       61
         3.02     Illegality..................................................................................       64
         3.03     Inability to Determine Rates................................................................       64
         3.04     Increased Costs; Reserves on Eurodollar Rate Loans..........................................       64
         3.05     Compensation for Losses.....................................................................       66
         3.06     Mitigation Obligations; Replacement of Lenders..............................................       67
         3.07     Survival....................................................................................       67

ARTICLE IV.           CONDITIONS PRECEDENT TO THE AMENDMENT AND RESTATEMENT OF THE EXISTING
                      CREDIT AGREEMENTS AND FURTHER
                      CREDIT EXTENSIONS.......................................................................       67

         4.01     Conditions of Effectiveness of this Agreement...............................................       67
         4.02     Conditions to all Credit Extensions.........................................................       69
</TABLE>

                                      -i-

<PAGE>

                                TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                                                    PAGE
<S>                                                                                                                 <C>
ARTICLE V.            REPRESENTATIONS AND WARRANTIES..........................................................       70

         5.01     Existence, Qualification and Power; Compliance with Laws....................................       70
         5.02     Authorization; No Contravention.............................................................       70
         5.03     Governmental Authorization; Other Consents..................................................       70
         5.04     Binding Effect..............................................................................       70
         5.05     Financial Statements; No Material Adverse Effect............................................       71
         5.06     Litigation..................................................................................       71
         5.07     No Default..................................................................................       72
         5.08     Ownership of Property; Liens................................................................       72
         5.09     Environmental Compliance....................................................................       72
         5.10     Insurance...................................................................................       72
         5.11     Taxes.......................................................................................       72
         5.12     ERISA Compliance............................................................................       72
         5.13     Subsidiaries; Equity Interests..............................................................       73
         5.14     Margin Regulations; Investment Company Act; Public Utility Holding
                  Company Act; REIT and Tax Status;
                  Stock Exchange Listing......................................................................       73
         5.15     Disclosure..................................................................................       74
         5.16     Compliance with Laws........................................................................       74
         5.17     Intellectual Property; Licenses, Etc........................................................       74

ARTICLE VI.           AFFIRMATIVE COVENANTS...................................................................       75

         6.01     Financial Statements........................................................................       75
         6.02     Certificates; Other Information.............................................................       76
         6.03     Notices.....................................................................................       78
         6.04     Payment of Obligations......................................................................       78
         6.05     Preservation of Existence, Etc..............................................................       78
         6.06     Maintenance of Properties...................................................................       79
         6.07     Maintenance of Insurance....................................................................       79
         6.08     Compliance with Laws........................................................................       79
         6.09     Books and Records...........................................................................       79
         6.10     Inspection Rights...........................................................................       79
         6.11     Use of Proceeds.............................................................................       80
         6.12     Additional Guarantors.......................................................................       80
         6.13     Intra-Company Debt..........................................................................       81

ARTICLE VII.          NEGATIVE COVENANTS......................................................................       81

         7.01     Liens.......................................................................................       81
         7.02     Investments.................................................................................       83
         7.03     Indebtedness................................................................................       84
         7.04     Fundamental Changes.........................................................................       86
         7.05     Intentionally Deleted.......................................................................       86
</TABLE>

                                      -ii-

<PAGE>

                                TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                                                    PAGE
<S>                                                                                                                 <C>
         7.06     Restricted Payments.........................................................................       86
         7.07     Change in Nature of Business................................................................       87
         7.08     Transactions with Affiliates................................................................       87
         7.09     Burdensome Agreements.......................................................................       87
         7.10     Use of Proceeds.............................................................................       88
         7.11     Financial Covenants.........................................................................       88
         7.12     Special Covenants Relating to the REIT......................................................       88
         7.13     Taxation of AIMCO...........................................................................       89

ARTICLE VIII.         EVENTS OF DEFAULT AND REMEDIES..........................................................       89

         8.01     Events of Default...........................................................................       89
         8.02     Remedies Upon Event of Default..............................................................       91
         8.03     Application of Funds........................................................................       92

ARTICLE IX.           ADMINISTRATIVE AGENT....................................................................       93

         9.01     Appointment and Authority...................................................................       93
         9.02     Rights as a Lender..........................................................................       93
         9.03     Exculpatory Provisions......................................................................       93
         9.04     Reliance by Administrative Agent............................................................       94
         9.05     Delegation of Duties........................................................................       95
         9.06     Resignation of Administrative Agent.........................................................       95
         9.07     Non-Reliance on Administrative Agent and Other Lenders......................................       96
         9.08     No Other Duties, Etc........................................................................       96
         9.09     Administrative Agent May File Proofs of Claim...............................................       96
         9.10     Collateral and Guaranty Matters.............................................................       97

ARTICLE X.            MISCELLANEOUS...........................................................................       98

         10.01    Amendments, Etc.............................................................................       98
         10.02    Notices; Effectiveness; Electronic Communication............................................       99
         10.03    No Waiver; Cumulative Remedies..............................................................      101
         10.04    Expenses; Indemnity; Damage Waiver..........................................................      101
         10.05    Payments Set Aside..........................................................................      103
         10.06    Successors and Assigns......................................................................      103
         10.07    Treatment of Certain Information; Confidentiality...........................................      107
         10.08    Right of Setoff.............................................................................      108
         10.09    Interest Rate Limitation....................................................................      109
         10.10    Counterparts; Integration; Effectiveness....................................................      109
         10.11    Survival of Representations and Warranties..................................................      109
         10.12    Severability................................................................................      109
         10.13    Replacement of Lenders......................................................................      110
         10.14    Governing Law; Jurisdiction; Etc............................................................      110
         10.15    Waiver of Jury Trial........................................................................      111
</TABLE>

                                     -iii-

<PAGE>

                                TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                                                    PAGE
<S>                                                                                                                 <C>
         10.16    USA PATRIOT Act Notice......................................................................      111
         10.17    Time of the Essence.........................................................................      112
         10.18    Borrowers' Obligations......................................................................      112
</TABLE>

                                      -iv-

<PAGE>

                                TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
SCHEDULES                                                                                                           PAGE
<S>               <C>                                                                                               <C>
1.01C             Construction/Renovation
1.01E             Existing Letters of Credit
1.01G             Guarantors as of the Closing Date
2.01A             Revolving Commitments and Applicable Percentages
5.06              Litigation
5.09              Environmental Matters
5.11              Taxes
5.13              Subsidiaries
7.01              Existing Liens
7.03(b)(i)        Existing Indebtedness
7.03(b)(ii)       Cross-Collateralized and Cross-Defaulted Indebtedness
7.03(g)(i)        Recourse Indebtedness
7.03(g)(ii)       "pari passu" Recourse Indebtedness
7.03(j)           Other Indebtedness
10.02             Administrative Agent's Office; Certain Addresses for Notices
</TABLE>

<TABLE>
<CAPTION>
EXHIBITS
          FORM OF
<S>       <C>
A         Committed Loan Notice
B         Swing Line Loan Notice
C-1       Revolving Note
C-2       Term Note
D         Compliance Certificate
E         Assignment and Assumption
F         Guaranty
G         Opinion Matters
H         Intra-Company Loan Subordination Agreement
I         Joinder Agreement
J-1       Borrower Pledge Agreement
J-2       Non-Borrower Pledge Agreement
</TABLE>

                                      -v-

<PAGE>

              AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT

            This AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT is entered
into as of November 2, 2004, among APARTMENT INVESTMENT AND MANAGEMENT COMPANY,
a Maryland corporation (the "REIT"), AIMCO PROPERTIES, L.P., a Delaware limited
partnership ("AIMCO"), AIMCO/Bethesda HOLDINGS, INC., a Delaware corporation
("AIMCO/Bethesda"), and NHP MANAGEMENT COMPANY, a District of Columbia
corporation ("NHP Management") (the REIT, AIMCO, AIMCO/Bethesda and NHP
Management, collectively referred to as the "Borrowers"), each lender from time
to time party hereto (collectively, the "Lenders" and individually, a "Lender"),
BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C
Issuer, and KEYBANK NATIONAL ASSOCIATION, as Syndication Agent, with reference
to the following Recitals:

                                    RECITALS

            WHEREAS, the Borrowers, Bank of America, as the administrative agent
thereunder and the several financial institutions identified on the signature
pages thereto (the "Existing Revolving Lenders") are parties to that certain
Fifth Amended and Restated Credit Agreement, dated as of February 14, 2003 (as
amended, the "Existing Revolving Credit Agreement"), pursuant to which the
Existing Revolving Lenders agreed to provide the Borrowers with a revolving
credit facility;

            WHEREAS, the Borrowers, Bank of America, as the administrative agent
thereunder and the several financial institutions identified on the signature
pages thereto (the "Existing Term Lenders") are parties to that certain Term
Loan Credit Agreement, dated as of May 30, 2003 (as amended, the "Existing Term
Loan Credit Agreement" and together with the Existing Revolving Credit
Agreement, the "Existing Credit Agreements"), pursuant to which the Existing
Term Lenders agreed to provide the Borrowers with a term credit facility; and

            WHEREAS, the Borrowers have requested that the parties amend and
restate the Existing Credit Agreements so that, among other things, the Lenders
can provide one revolving and term credit facility, and the Lenders are willing
to do so on the terms and conditions set forth herein.

            NOW THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties hereto covenant and agree that the
Existing Credit Agreements are hereby amended and restated in their entirety as
follows:

                                       1

<PAGE>

                                   ARTICLE I.
                        DEFINITIONS AND ACCOUNTING TERMS

      1.01 DEFINED TERMS. As used in this Agreement, the following terms shall
have the meanings set forth below:

            "Actual Debt Service" means, for any period, aggregate debt service
on all Total Funded Indebtedness (exclusive of balloon payments), including
Total Scheduled Amortization and Total Interest Expense.

            "Adjusted Tangible Net Worth" means, as of the date of
determination, an amount equal to the sum of (a) Consolidated Tangible Net
Worth, plus (b) accumulated depreciation of the Borrowing Group on a
consolidated basis, all in accordance with GAAP.

            "Adjusted Total EBITDA" means, for any period, an amount equal to
the sum of (a) Total EBITDA, minus (b) the Capital Expenditure Reserve as of the
last day of such period.

            "Adjusted Total NOI" means, for any period, an amount equal to the
sum of (a) Total Net Operating Income, minus (b) the Capital Expenditure Reserve
as of the last day of such period.

            "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 to the Borrowers and the Lenders.

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

            "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.

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

                                       2

<PAGE>

            "Aggregate Credit Exposures" means, at any time and without double
counting, the sum of (i) the unused portion of the Revolving Commitment then in
effect, and (ii) the Total Outstandings at such time.

            "Aggregate Recourse Indebtedness" means, on any date of
determination and without double counting, the sum of (a) the Obligations, plus
(b) the Borrowing Group's Share of Recourse Indebtedness.

            "Agreement" means this Amended and Restated Senior Secured Credit
Agreement, as may be amended, restated, amended and restated, extended,
supplemented or otherwise modified in writing from time to time.

            "AIMCO" is defined in the preamble to this Agreement.

            "AIMCO/Bethesda" is defined in the preamble to this Agreement.

            "Applicable Percentage" means, as of the date of determination:

                  (a) with respect to a Lender's obligation to make Revolving
      Loans and receive payments of principal, interest, fees, costs, and
      expenses with respect thereto, (i) prior to the Revolving Commitments
      being terminated or reduced to zero, the percentage obtained by dividing
      (y) such Lender's Revolving Commitment, by (z) the aggregate Revolving
      Commitments of all Lenders, and (ii) from and after the time that all
      Revolving Commitments have been terminated or reduced to zero, the
      percentage obtained by dividing (y) the aggregate outstanding principal
      amount of such Lender's Revolving Loans by (z) the aggregate outstanding
      principal amount of all Revolving Loans,

                  (b) with respect to a Lender's obligation to participate in
      Letters of Credit, to reimburse the Issuing Lender, and to receive
      payments of fees with respect thereto, (i) prior to the Revolving
      Commitments being terminated or reduced to zero, the percentage obtained
      by dividing (y) such Lender's Revolving Commitment, by (z) the aggregate
      Revolving Commitments of all Lenders, and (ii) from and after the time
      that the Revolving Commitments have been terminated or reduced to zero,
      the percentage obtained by dividing (y) the aggregate outstanding
      principal amount of such Lender's Revolving Loans by (z) the aggregate
      outstanding principal amount of all Revolving Loans,

                  (c) with respect to a Lender's obligation to make a Term Loan
      and receive payments of interest, fees, and principal with respect
      thereto, (i) prior to the

                                       3

<PAGE>

      making of the Term Loan, the percentage obtained by dividing (x) such
      Lender's Term Loan Commitment, by (y) the aggregate amount of all Lenders'
      Term Loan Commitments, and (ii) from and after the making of the Term
      Loan, the percentage obtained by dividing (x) the aggregate outstanding
      amount of such Lender's Term Loans by (y) the Term Loan Amount, and

                  (d) with respect to all other matters as to a particular
      Lender (including the indemnification obligations arising under Section
      10.04), the percentage obtained by dividing (i) such Lender's Revolving
      Commitment, plus such Lender's portion of the Term Loan Amount, by (ii)
      the aggregate amount of Revolving Commitments of all Lenders, plus the
      Term Loan Amount; provided, however, that in the event the Revolving
      Commitments have been terminated or reduced to zero, the Applicable
      Percentage under this clause (d) shall be the percentage obtained by
      dividing (A) the outstanding principal amount of such Lender's Revolving
      Loans, plus such Lender's ratable portion of the outstanding Letters of
      Credit, plus such Lender's portion of the Term Loan Amount by (B) the
      principal amount of all outstanding Revolving Loans, plus the aggregate
      amount of outstanding Letters of Credit, plus the Term Loan Amount.

                  (e) The initial Applicable Percentage of each Lender is set
      forth opposite the name of such Lender on Schedule 2.01 or in the
      Assignment and Assumption pursuant to which such Lender becomes a party
      hereto, as applicable.

            "Applicable Revolving Rate" means the following percentages per
annum, based upon the Leverage Ratio as set forth in the most recent Compliance
Certificate received by Administrative Agent pursuant to Section 6.02(b):

<TABLE>
<CAPTION>
                                   APPLICABLE REVOLVING RATE
--------------------------------------------------------------------------------------------------------
                                                                                              LETTERS OF
PRICING LEVEL           LEVERAGE RATIO            EURODOLLAR RATE +         BASE RATE +         CREDIT
-------------           --------------            -----------------         -----------         ------
<S>                   <C>                         <C>                       <C>               <C>
      1                     < 50%                       1.50%                     0%             1.50%

      2                > OR = 50% and < 55%             1.75%                     0%             1.75%

      3                > OR = 55% and < 60%            1.875%                  0.15%            1.875%

      4                > OR = 60%                       2.00%                  0.25%             2.00%
</TABLE>

            Any increase or decrease in the Applicable Revolving Rate resulting
from a change in the 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(b); provided, however, that if a Compliance
Certificate is not delivered when due in accordance with such Section, then
Pricing Level 4 shall apply as of the first Business Day after the date on which
such Compliance Certificate was required to have been delivered until the date
such Compliance Certificate is delivered. The Applicable Revolving Rate in
effect from the Closing Date through

                                       4

<PAGE>

the date of delivery of the initial Compliance Certificate shall be determined
based upon Pricing Level 2.

            "Applicable Term Rate" means the following percentages per annum
based on whether that portion of the Term Loan is a Eurodollar Rate Loan or a
Base Rate Loan: (a) for a Eurodollar Rate Loan, 2.00%, and (b) for a Base Rate
Loan, 0.25%.

            "Applicable Unused Fee" means the following percentages per annum
based upon the Usage (as such term is defined below) as of the date of
determination:

<TABLE>
<CAPTION>
            APPLICABLE UNUSED FEE
----------------------------------------------------
USAGE                                     UNUSED FEE
-----                                     ----------
<S>                                       <C>
 > 50%                                       0.15%

 < OR = 50%                                  0.25%
</TABLE>

As used in this definition, the term "Usage" shall mean on each date of
determination the percentage of usage of the Revolving Commitments obtained by
subtracting the average daily Total Revolving Outstandings for the most recent
fiscal quarter ending prior to the date of determination from the aggregate
Revolving Commitments then in effect.

            "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.

            "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 10.06(b)), and accepted by the
Administrative Agent which acceptance will not be unreasonably withheld or
delayed, in substantially the form of Exhibit E or any other form approved by
the Administrative Agent.

            "Attributable Indebtedness" means, on any date, in respect of any
capital lease of any Person, the capitalized amount thereof that would appear on
a balance sheet of such Person prepared as of such date in accordance with GAAP.

            "Audited Financial Statements" means the audited consolidated
balance sheet of the REIT for the fiscal year ended December 31, 2003, and the
related consolidated statements of income or operations, shareholders' equity
and cash flows for such fiscal year of the REIT, including the notes thereto.

                                       5

<PAGE>

            "Availability Period" means the period from and including the
Closing Date to the earliest of (a) the Revolving Commitment Termination Date,
(b) the date of termination of the Revolving Commitments pursuant to Section
2.06, and (c) the date of termination of the commitment of each Revolving Lender
to make Revolving Loans and of the obligation of the L/C Issuer to make L/C
Credit Extensions pursuant to Section 8.02.

            "Bank of America" means Bank of America, N.A. and its successors.

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

            "Borrowers" has the meaning specified in the introductory paragraph
hereto. Any reference to Borrowers herein shall be deemed to refer to each
Person constituting Borrowers, and the responsibilities, obligations and
covenants of each such Person under this Agreement and the other Loan Documents
shall be joint and several unless expressly stated otherwise herein or the
context otherwise requires; provided, however, that the obligations of Borrowers
with respect to delivery of reports, financial statements and certifications may
be performed by AIMCO for or on behalf of any or all of the REIT, AIMCO/Bethesda
and NHP Management, as applicable.

            "Borrowing" means a Committed Borrowing or a Swing Line Borrowing,
as the context may require.

            "Borrowing Group" means the Borrowers and all of their respective
Subsidiaries.

            "Borrowing Group's Share" means, with respect to any item (including
by way of example and not of limitation, Indebtedness, EBITDA, Net Income, Net
Operating Income, Interest Expense or Scheduled Amortization) of the Borrowing
Group, its allocable pro rata share (which share, for example, would be 100% in
the case of a Borrower or 60% in the case of a Subsidiary in which a Borrower
owns 60% of the Equity Interests and/or is allocated 60% of the applicable item)
of the applicable item based on the Borrowing Group's aggregate percentage
ownership interest in items of income or loss of such Person consistent with
that used in the

                                       6

<PAGE>

preparation of the REIT's financial statements; provided, that, if the
percentage ownership used in the preparation of the REIT's financial statements
does not, in the good faith judgment of the Borrowers, accurately reflect the
Borrowing Group's share of Indebtedness, EBITDA, Net Income, Net Operating
Income, Interest Expense, Scheduled Amortization and other similar items, then
such items may be adjusted by the Borrowers subject to disclosure to and
approval by the Administrative Agent.

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

            "Capital Expenditure Reserve" means, as of any date of
determination, the product of (a) an amount not less than $350.00 (which amount
is subject to adjustment as provided below but shall never be less than $350),
and (b) the Borrowing Group's Share of apartment units owned as of such date of
determination; provided, however, that an apartment unit shall be excluded from
the foregoing calculation if, at the date of determination, a mortgage lender
with respect to such apartment unit holds a funded reserve for future capital
improvements for such apartment unit. Administrative Agent may review the
Capital Expenditure Reserve on December 31, 2005 and as of the last day of each
subsequent calendar year (a "Review Date") and, upon written notice to the
Borrowers provided within 30 days after delivery of the Compliance Certificate
relating to such calendar year, increase the per unit dollar amount in clause
(a) above by an amount not to exceed the lesser of (i) $24.50 per year per unit
or (ii) the amount by which the actual amount of Capital Expenditures per unit
for the apartment units (the "Actual CapEx Amount") in clause (b) for the prior
four calendar quarters exceeds $350 plus any prior annual increases; provided,
however, that if the Actual CapEx Amount declines from one year to the next,
then the per unit dollar amount in clause (a) above shall automatically decrease
as of each Review Date to an amount equal to the greater of (x) $350 per unit
and (y) the Actual CapEx Amount for the prior four calendar quarters.

            "Capital Expenditures" means, for any period and with respect to any
Person, the aggregate of all expenditures by such Person for the acquisition or
leasing of fixed or capital assets or additions to equipment or property
(including replacements, capitalized repairs and improvements during such period
but excluding Capital Improvements, Construction/Renovation and Moderate
Redevelopment) which should be capitalized under GAAP on a consolidated balance
sheet of such Person. For the purpose of this definition, the purchase price of
assets or additions to equipment or property which is purchased simultaneously
with the trade-in of existing assets or additions to equipment or property owned
by such Person or with insurance proceeds shall be included in "Capital
Expenditures" only to the extent of the gross amount of such purchase price,
less the credit granted by the seller of such asset, addition to equipment or
property for such asset, addition to equipment or property being traded in at
such time, or the amount of such proceeds, as the case may be.

                                       7

<PAGE>

            "Capital Improvements" means all development capital expenditures
that are made to enhance the value or profitability of an asset from its
original purchase condition.

            "Casden" means, collectively, Casden Properties, Inc., National
Partnership Investments Corp., and other Affiliates or related entities thereof
in existence as of the date immediately prior to the date of the Casden
Acquisition, directly or indirectly acquired by, or merged into, the Borrowers
and/or their Affiliates from time to time as provided in the Casden Merger
Agreement.

            "Casden Acquisition" means the acquisition of assets, rights and
interests, including, without limitation, all corporate interests, general and
limited partnership interests and limited liability company interests comprising
Casden, and all other Property and associated rights held or controlled,
directly or indirectly, by Casden acquired after March 11, 2002 pursuant to that
certain Agreement and Plan of Merger, dated as of December 3, 2001 (the "Casden
Merger Agreement"), by and among the REIT, Casden Properties Inc. and XYZ
Holdings LLC, including all documents executed in connection therewith or
attached as exhibits thereto, and the "OP Unit Contribution Agreement" and the
"Casden Contribution Agreement" (as the foregoing terms are defined in the
Casden Merger Agreement).

            "Cash" means money, currency or a credit balance in any demand,
time, savings, passbook or like account with a bank, savings and loan
association, credit union or like organization, other than an account evidenced
by a negotiable certificate of deposit.

            "Cash Collateral" has the meaning specified in Section 2.03(g).

            "Cash Collateralize" has the meaning specified in Section 2.03(g).

            "Cash Equivalents" means:

            (a) securities issued or fully guaranteed or insured by the United
States Government or any agency thereof and backed by the full faith and credit
of the United States having maturities of not more than six months from the date
of acquisition;

            (b) certificates of deposit, time deposits, demand deposits,
eurodollar time deposits, repurchase agreements, reverse repurchase agreements,
or bankers' acceptances, having in each case a term of not more than three (3)
months, issued by Administrative Agent or any Lender, or by any U.S. commercial
bank (or any branch or agency of a non-U.S. bank licensed to conduct business in
the U.S.) having combined capital and surplus of not less than $100,000,000
whose short-term securities are rated at least A-1 by S&P and P-1 by Moody's;
provided, however, such Investments may not be made by the Borrowers or any
Subsidiary in amounts in excess of $2,000,000 with any lender that is owed
Indebtedness in excess of $2,000,000 by

                                       8

<PAGE>

Borrowers or any Subsidiary (other than (i) the Obligations and funds held by
Bank of America cash investments services, including, without limitation,
Nations Funds, Funds Sweep and overnight repos, and (ii) any balances of
Borrowers or any Subsidiary held by any Lender so long as such balances are
maintained in compliance with Section 10.08 herein) unless such bank waives in
writing (in form and substance satisfactory to the Administrative Agent) its
right to set-off such Investment against such Indebtedness;

            (c) demand deposits on deposit in accounts maintained at commercial
banks having membership in the FDIC and in amounts not exceeding the maximum
amounts of insurance thereunder; and

            (d) commercial paper of an issuer rated at least A-1 by S&P or P-1
by Moody's and in either case having a term of not more than three (3) months.

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

            "Change of Control" means an event or series of events by which:

                  (a) any "person" or "group" (as such terms are used in
      Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but
      excluding any employee benefit plan of such person or its subsidiaries,
      and any person or entity acting in its capacity as trustee, agent or other
      fiduciary or administrator of any such plan) becomes the "beneficial
      owner" (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange
      Act of 1934, except that a person or group shall be deemed to have
      "beneficial ownership" of all securities that such person or group has the
      right to acquire (such right, an "option right"), whether such right is
      exercisable immediately or only after the passage of time), directly or
      indirectly, of 33-1/3% of the common shares of the REIT on a
      fully-diluted basis (and taking into account all such securities that such
      person or group has the right to acquire pursuant to any option right); or

                  (b) during any period of 12 consecutive months, a majority of
      the members of the board of directors of the REIT cease to be composed of
      individuals (i) who were members of that board on the first day of such
      period, (ii) whose election or nomination to that board was approved by
      individuals referred to in clause (i) above constituting at the time of
      such election or nomination at least a majority of that board or (iii)
      whose election or nomination to that board was approved by individuals
      referred to in clauses (i) and (ii) above constituting at the time of such
      election or nomination at least a majority of that board (excluding, in
      the case of both clause (ii) and clause (iii), any individual whose
      initial nomination for, or assumption of office as, a member of that

                                       9

<PAGE>

      board occurs as a result of an actual or threatened solicitation of
      proxies or consents for the election or removal of one or more directors
      by any person or group other than a solicitation for the election of one
      or more directors by or on behalf of the board of directors).

            "Closing Date" means the first date all the conditions precedent in
Section 4.01 are satisfied or waived in accordance with Section 10.01.

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

            "Collateral" means the collateral pledged to the Administrative
Agent for the ratable benefit of the Lenders pursuant to the Pledge Agreements.

            "Commitment" means any Term Loan Commitment or any Revolving
Commitment, as applicable.

            "Committed Borrowing" means a borrowing consisting of simultaneous
Committed Loans of the same Type and, in the case of Eurodollar Rate Loans,
having the same Interest Period made by each of the Lenders pursuant to Section
2.01.

            "Committed Loan" means a Revolving Loan or a Term Loan.

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

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

            "Consolidated Tangible Net Worth" means, as of any date of
determination, for the REIT on a consolidated basis, (a) shareholders' equity in
respect of the REIT on that date, minus (b) the Intangible Assets of the
Borrowing Group on that date.

            "Contingent Acquisition Note" means, collectively, those four
Promissory Notes, in respect of each Real Estate Company, in the aggregate
outstanding principal amount of approximately $434,656,739 as of the Closing
Date from AIMCO, as maker, in favor of XYZ Holdings LLC, as holder, pursuant to
those outstanding Tri-Party Agreements dated March 11, 2002, among each of the
Real Estate Companies and the REIT, AIMCO and certain other entities

                                       10

<PAGE>

secured by a pledge of the membership interests in each of the Real Estate
Companies owned by a Subsidiary of the REIT, which secured promissory notes
represent (i) approximately $400,611,000 as of the Closing Date as the purchase
price for the Real Estate Companies, less the aggregate amount of construction
loans to be refinanced, and (ii) approximately $34,045,739 as of the Closing
Date for an earnout payment for the Real Estate Companies. "Contingent
Acquisition Note" shall not include any renewal, extension or refinancing of
such Indebtedness.

            "Construction/Renovation" means the Borrowing Group's Share of any
New Construction or any substantial rehabilitation, renovation and/or expansion
of any multi-family property which, in the case of rehabilitation, renovation or
expansion, involves the repositioning or upgrading of such multi-family property
with respect to comparable multi-family properties located in the proximate
geographic area, excluding any Moderate Redevelopment. The Borrowing Group's
Share of Properties under Construction/Renovation as of the Closing Date are
listed on Schedule 1.01C attached hereto.

            "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.

            "Conversion Notice" has the meaning specified in Section
2.01(b)(ii).

            "Converted Term Loan" has the meaning specified in Section
2.01(b)(ii).

            "Credit Extension" means each of the following: (a) a Borrowing and
(b) an L/C Credit Extension.

            "Debt Service Coverage Ratio" means, as of any date of
determination, the ratio of (a) Adjusted Total EBITDA for the four quarter
period ending on such date to (b) Actual Debt Service during such four quarter
period.

            "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.

                                       11

<PAGE>

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

            "Default Rate" means (a) when used with respect to Obligations other
than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus
(ii) the Applicable Revolving Rate or Applicable Term Rate, if any, applicable
to Base Rate Loans plus (iii) 3% per annum; provided, however, that with respect
to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to
the interest rate (including any Applicable Revolving Rate or Applicable Term
Rate) otherwise applicable to such Loan plus 3% per annum, and (b) when used
with respect to Letter of Credit Fees, a rate equal to the Applicable Revolving
Rate plus 3% per annum.

            "Defaulting Lender" means any Lender that (a) has failed to fund any
portion of the Committed 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, (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, or (c) has been
deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

            "Development Assets" means, as of any date of determination, raw
land, vacant out parcels or real property or any portion thereof owned by a
Person and which, as of such date, is in whole or material part the subject of
Construction/Renovation; provided, that such real property or any portion
thereof will be included in "Development Assets" only until the earlier of (a)
the date on which the property or any portion thereof achieves an occupancy
level of at least eighty-five percent (85%) for the most recent complete
quarter, and (b) six months after the date of completion of
Construction/Renovation such that the property or any portion thereof may
legally be occupied for its intended purpose.

            "Disposition" or "Dispose" means the sale, transfer, license, lease
or other disposition (including any sale and leaseback transaction and
dispositions due to casualty or condemnation) 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" and "$" mean lawful money of the United States.

            "EBITDA" means, for any period and for any Person, an amount equal
to such Person's Net Income for such period plus (a) the following, to the
extent deducted in calculating such Net Income: (i) such Person's Interest
Expense plus other costs related to amortization of fees and expenses relating
to the issuance of indebtedness for such period, (ii) the provision for

                                       12

<PAGE>

Federal, state and local income taxes payable by such Person for such period,
(iii) such Person's depreciation and amortization expense for such period and
(iv) other non-cash expenses of such Person reducing such Net Income for such
period which do not represent a cash item in such period or any future period
and minus (b) the following to the extent included in calculating such Net
Income: (i) Federal, state and local income tax credits of the Person for such
period and (ii) all non-cash items increasing such Person's Net Income for such
period.

            "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, the L/C Issuer and the Swing
Line Lender, and (ii) unless an Event of Default has occurred and is continuing,
the Borrowers (each such approval not to be unreasonably withheld or delayed);
provided that notwithstanding the foregoing, "Eligible Assignee" shall not
include the Borrowers or any of the Borrowers' Affiliates or Subsidiaries.

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

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

            "Equity Interest" means, with respect to any Person, shares of
capital stock of (or other ownership or profit interests in) such Person,
warrants, options or other rights for the purchase or acquisition from such
Person of shares of capital stock of (or other ownership or profit interests in)
such Person, securities convertible into or exchangeable for shares of capital
stock of (or other ownership or profit interests in) such Person or warrants,
rights or options for the purchase or acquisition from such Person of such
shares (or such other interests), and other ownership or profit interests in
such Person (including partnership, member or trust interests therein), whether
voting or nonvoting, and whether or not such shares, warrants, options, rights
or other interests are outstanding on any date of determination. Convertible
debt shall not constitute an Equity Interest unless and until such debt is
converted into the applicable underlying securities.

                                       13

<PAGE>

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

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

            "ERISA Event" means (a) a Reportable Event with respect to a Pension
Plan; (b) a withdrawal by the Borrowers 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 Borrowers 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 Pension 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 which constitutes
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 material liability under Title IV of ERISA, other than for
PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the
Borrowers or any ERISA Affiliate.

            "Eurodollar Rate" means, for any Interest Period with respect to a
Eurodollar Rate Loan, the rate per annum equal to the British Bankers
Association LIBOR Rate ("BBA LIBOR"), as published by Reuters (or other
commercially available source providing quotations of BBA LIBOR as designated by
the Administrative Agent from time to time) at approximately 11:00 a.m., London
time, two Business Days prior to the commencement of such Interest Period, for
Dollar deposits (for delivery on the first day of such Interest Period) with a
term equivalent to such Interest Period. If such rate is not available at such
time for any reason, then the "Eurodollar Rate" for such Interest Period shall
be the rate per annum determined by the Administrative Agent to be the rate at
which deposits in Dollars for delivery on the first day of such Interest Period
in same day funds in the approximate amount of the Eurodollar Rate Loan being
made, continued or converted by Bank of America and with a term equivalent to
such Interest Period would be offered by Bank of America's London Branch to
major banks in the London interbank eurodollar market at their request at
approximately 4:00 p.m. (London time) two Business Days prior to the
commencement of such Interest Period.

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

            "Event of Default" has the meaning specified in Section 8.01.

                                       14

<PAGE>

            "Excluded Taxes" means, with respect to the Administrative Agent,
any Lender, the L/C Issuer or any other recipient of any payment to be made by
or on account of any obligation of the Borrowers hereunder, (a) taxes imposed on
or measured by its overall net income (or any Person whose net income is
measured with reference to it) (however denominated), and franchise taxes
imposed on it (in lieu of net income taxes), by the jurisdiction (or any
political subdivision thereof) under the laws of which such recipient is
organized or in which its principal office is located, or in which it is doing
business, or in the case of any Lender, in which its applicable Lending Office
is located, (b) any branch profits taxes imposed by the United States or any
similar tax imposed by any other jurisdiction in which the Borrowers are located
and (c) other than with respect to an assignee pursuant to a request by the
Borrowers under Section 10.13, any withholding tax that is imposed on amounts
payable to such Person at the time such Person becomes a party hereto (or
designates a new Lending Office) or is attributable to such Person's failure or
inability (other than as a result of a Change in Law) to comply with Section
3.01(e), except to the extent that such Person (or its assignor, if any) was
entitled, at the time of its appointment or designation of a new Lending Office
(or assignment), to receive additional amounts from the Borrowers with respect
to such withholding tax pursuant to Section 3.01(a).

            "Existing Credit Agreements" has the meaning set forth in the
Recitals.

            "Existing Letters of Credit" means the letters of credit set forth
on Schedule 1.01E.

            "Existing Revolving Commitment Termination Date" is defined in
Section 2.14(a).

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

            "Fee Letter" means the letter agreement, dated September 16, 2004,
among the Borrowers, the Administrative Agent, the Syndication Agent and the
Joint Lead Arrangers.

                                       15

<PAGE>

            "Fixed Charge Coverage Ratio" means, as of any date of
determination, the ratio of (a) Adjusted Total EBITDA for the four fiscal
quarter period ending on such date to (b) Fixed Charges for such period.

            "Fixed Charges" means, for any period, the sum of (i) Total Interest
Expense for such period, plus (ii) Total Scheduled Amortization for such period,
plus (iii) dividends accrued (whether or not declared or payable) on any shares
of preferred Stock and/or preferred Partnership Units of the Borrowers or any of
their Subsidiaries outstanding during such period, which preferred securities
are owned at any time during such period by Persons other than the Borrower and
their Subsidiaries.

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

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

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

            "Funded Indebtedness" means, as of any date of determination, for
any Person, the sum of (a) the outstanding principal amount of all obligations,
whether current or long-term, for borrowed money (including Obligations
hereunder) and all obligations evidenced by bonds, debentures, notes, loan
agreements or other similar instruments (other than surety bonds and bonds
supporting utility deposits or other comparable security deposits) (b) all
purchase money Indebtedness, (c) all direct obligations arising under letters of
credit (including standby and commercial), bankers' acceptances, bank
guaranties, and similar instruments, (d) all obligations in respect of the
deferred purchase price of property or services (other than trade accounts
payable in the ordinary course of business), (e) Attributable Indebtedness in
respect of capital lease obligations, (f) without duplication, all Guarantees
with respect to outstanding Indebtedness of the types specified in clauses (a)
through (e) above, and (g) all Indebtedness of the types referred to in clauses
(a) through (f) above of any partnership or joint venture (other than a joint
venture that is itself a corporation or limited liability company) in which the
such Person or its Subsidiary is a general partner or joint venturer with
liability for joint venture obligations, unless such Indebtedness is expressly
made not Recourse to the Person or such Subsidiary; provided, however, that
solely for purposes of Sections 7.03(g) and 7.11 and the definitions relating to
calculations of financial covenants contained therein and for purposes of
determining the Applicable Revolving Rate, "Funded Indebtedness" shall exclude
Intra-Company Debt, deferred income taxes, security deposits, accounts payable
and accrued liabilities

                                       16

<PAGE>

and any prepaid rent (as such terms are defined under GAAP). Notwithstanding the
foregoing, "Funded Indebtedness" shall only include the net obligations of the
REIT, AIMCO and NAPICO under the REAL Litigation Settlement Agreement, which
shall be calculated quarterly based on the amount, if any, by which the
principal amount outstanding under the NAPICO Notes exceeds the product of (1)
the then remaining number of shares of Mirror Notes Stock held by NAPICO or an
Affiliate of NAPICO as pledge, multiplied by (2) the average closing share price
of such Mirror Notes stock on the NYSE over the 21 trading day period
immediately prior to each quarter-end. In all events, the net obligations of the
REIT, AIMCO and NAPICO under the REAL Litigation Settlement Agreement shall not
be less than zero.

            "Funds From Operations" means, with respect to Borrowers and their
Subsidiaries on a consolidated basis, net income calculated in accordance with
GAAP, excluding gains or losses from debt restructuring and sales of property,
plus real estate depreciation and amortization (excluding amortization of
financing costs), plus amortization associated with the purchase of property
management companies, and after adjustments for unconsolidated partnerships and
joint ventures (with adjustments for unconsolidated partnerships and joint
ventures calculated to reflect funds from operations on the same basis) together
with adjustments for the non-cash deferred portion of any income tax provision
for unconsolidated subsidiaries and the payment of dividends on preferred Stock,
as interpreted by the National Association of Real Estate Investment Trusts in
its March, 1995, White Paper on Funds From Operations; provided, however, the
following shall be excluded when calculating "Funds From Operations": (i)
non-cash adjustments for preferred Stock issuance costs and (ii) non-cash
adjustments for loan amortization costs.

            "GAAP" means generally accepted accounting principles in the United
States 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 or such other
principles as may be approved by a significant segment of the accounting
profession in the United States, that are applicable to the circumstances as of
the date of determination, consistently applied.

            "Governmental Authority" means the government of the United States
or any other nation, or of any political subdivision thereof, whether state or
local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government (including any supra-national bodies such as the European Union or
the European Central Bank).

            "Granting Lender" has the meaning specified in Section 10.06(h).

            "Gross Asset Value" means, as of any date of determination and
without double counting any item, the sum of the Borrowing Group's Share of the
following:

                                       17

<PAGE>

                  (i) Cash (including Restricted Cash but excluding any Cash
      held in funds for Capital Expenditures and actually deducted in the
      determination of Capital Expenditure Reserve as provided in the definition
      thereof), funds held in sinking funds or interest reserves and Cash held
      in escrow in connection with property exchanges under Section 1031 of the
      Code, and Cash Equivalents;

                  (ii) Notes Receivable valued at net realizable value as of
      such date of determination in accordance with GAAP;

                  (iii) with respect to all real estate assets wholly or
      partially owned by such Person(s) throughout the most recent four calendar
      quarters ending on or prior to such date of determination (other than
      Development Assets), the Adjusted Total NOI attributable to such real
      estate assets for such four quarter period divided by 8.25%;

                  (iv) with respect to all real estate assets wholly or
      partially owned on such date of determination, but acquired less than four
      calendar quarters but at least one calendar quarter preceding such date of
      determination (other than Development Assets), the Adjusted Total NOI
      attributable to such real estate assets for any period that such Person(s)
      owned such assets measured on an annualized basis and divided by 8.25%;

                  (v) with respect to all real estate assets wholly or partially
      owned on such date of determination, but acquired less than one calendar
      quarter preceding such date of determination (other than Development
      Assets), 100% of the purchase price paid by such Person(s) for such
      assets;

                  (vi) 100% of the book value (determined in accordance with
      GAAP) of Development Assets and Unimproved Land owned as of such date of
      determination; and

                  (vii) an amount equal to 400% of the aggregate EBITDA
      attributable to, without duplication, property and asset management fees
      of the Borrowing Group for the four consecutive fiscal quarter period
      preceding such date of determination.

            "Guarantee" means, as to any Person, (a) any obligation, contingent
or otherwise, of such Person guaranteeing or having the economic effect of
guaranteeing any Indebtedness 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, (ii)
to purchase or lease property, securities or services for the purpose of
assuring the obligee in respect of such Indebtedness of the payment or
performance of such Indebtedness, (iii) to maintain working capital, equity
capital or any other financial statement condition or liquidity or

                                       18

<PAGE>

level of income or cash flow of the primary obligor so as to enable the primary
obligor to pay such Indebtedness, or (iv) entered into for the purpose of
assuring in any other manner the obligee in respect of such Indebtedness 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 of any other Person, whether or not such
Indebtedness or other obligation is assumed by such Person (or any right,
contingent or otherwise, of any holder of such Indebtedness to obtain any such
Lien). The amount of any Guarantee 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 Guarantee 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. The term "Guarantee" as a
verb has a corresponding meaning.

            "Guarantor" means each Subsidiary of any Borrower that executes and
delivers a counterpart of any Guaranty on the Closing Date or from time to time
thereafter pursuant to Section 6.12, and collectively are referred to herein as
the "Guarantors". The Guarantors as of the Closing Date are set forth on
Schedule 1.01G attached hereto.

            "Guaranty" means the Guaranty made by the Guarantors in favor of the
Administrative Agent and the Lenders, substantially in the form of Exhibit F.

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

            "Honor Date" is defined in Section 2.03(c)(i).

            "Increase Effective Date" is defined in Section 2.15(d).

            "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 obligations of such Person for borrowed money and all
      obligations of such Person evidenced by bonds, debentures, notes, loan
      agreements or other similar instruments (other than surety bonds and bonds
      supporting utility deposits or other comparable security deposits);

                                       19

<PAGE>

                  (b) all direct or contingent obligations of such Person
      arising under letters of credit (including standby and commercial),
      bankers' acceptances, bank guaranties and similar instruments;

                  (c) net obligations of such Person under any Swap Contract;

                  (d) all obligations of such Person to pay the deferred
      purchase price of property or services (other than trade accounts payable
      in the ordinary course of business);

                  (e) indebtedness (excluding prepaid interest thereon) secured
      by a Lien on property owned or being purchased by such Person (including
      indebtedness arising under conditional sales or other title retention
      agreements), whether or not such indebtedness shall have been assumed by
      such Person or is limited in recourse;

                  (f) capital lease obligations of such Person;

                  (g) all obligations of such Person (other than Qualified
      Redemption Obligations) to purchase, redeem, retire, defease or otherwise
      make any payment in respect of any Equity Interest in such Person, valued,
      in the case of a redeemable preferred interest, at the liquidation
      preference plus accrued and unpaid dividends; and

                  (h) all Guarantees of such Person in respect of any of the
      foregoing.

            For all purposes hereof, the Indebtedness of any Person shall
include the Indebtedness of any partnership or joint venture (other than a joint
venture that is itself a corporation or limited liability company) in which such
Person is a general partner or a joint venturer with liability for joint venture
obligations, unless such Indebtedness is expressly made non-recourse to such
Person. The amount of any net obligation under any Swap Contract on any date
shall be deemed to be the Swap Termination Value thereof as of such date. The
amount of any capital lease as of any date shall be deemed to be the amount of
Attributable Indebtedness in respect thereof as of such date. Solely for
purposes of Sections 7.03(g) and 7.11 and the definitions relating to
calculations of financial covenants contained therein and for purposes of
determining the Applicable Revolving Rate, "Indebtedness" shall exclude
Intra-Company Debt, deferred income taxes, security deposits, accounts payable
and accrued liabilities and any prepaid rent (as such terms are defined under
GAAP). Notwithstanding the foregoing, "Indebtedness" shall only include the net
obligations of the REIT, AIMCO and NAPICO under the REAL Litigation Settlement
Agreement, which shall be calculated quarterly based on the amount, if any, by
which the principal amount outstanding under the NAPICO Notes exceeds the
product of (1) the then remaining number of shares of Mirror Notes Stock held by
NAPICO or

                                       20

<PAGE>

an Affiliate of NAPICO as pledgee, multiplied by (2) the average closing share
price of such Mirror Notes Stock on the NYSE over the 21 trading day period
immediately prior to each quarter-end. In all events, the net obligations of the
REIT, AIMCO and NAPICO under the REAL Litigation Settlement Agreement shall not
be less than zero.

            "Indemnified Taxes" means Taxes other than Excluded Taxes.

            "Indemnitees" has the meaning specified in Section 10.04(b).

            "Intangible Assets" means assets that are considered to be
intangible assets under GAAP, including customer lists, goodwill, computer
software, copyrights, trade names, trademarks, patents, franchises, licenses,
unamortized deferred charges, unamortized debt discount and capitalized research
and development costs, but only to the extent such intangible assets are
material or separately and distinctly identified in a line item on the REIT's
balance sheet.

            "Interest Expense" means, for any Person and for any period, without
duplication, the sum of (x) gross interest expense paid, incurred or accrued
during such period by such Person (including all commissions, discounts, fees
and other charges in connection with standby letters of credit and similar
instruments), including capitalized interest, plus (y) the portion of the
upfront costs and expenses for Swap Contracts entered into by such Person (to
the extent not included in gross interest expense) fairly allocated to such Swap
Contracts as expenses for such period, as determined for such Person in
accordance with GAAP, provided, that, included in Interest Expense will be all
interest expense accrued by Borrowers and their respective Subsidiaries during
such period, even if not payable on or before the Maturity Date, and excluded
from Interest Expense will be all amortization of costs for the issuance of debt
and interest accrued under any Intra-Company Debt.

            "Interest Payment Date" means, (a) as to any Loan other than a Base
Rate Loan, the last day of each Interest Period applicable to such Loan and the
Revolving Commitment Termination Date or the Term Loan Maturity Date as
applicable; provided, however, that if any Interest Period for a Eurodollar Rate
Loan exceeds three months, the respective dates that fall every three months
after the beginning of such Interest Period shall also be Interest Payment
Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan), the last
Business Day of each month and the Revolving Commitment Termination Date or Term
Loan Maturity Date as applicable.

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

                                       21

<PAGE>

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

                  (ii) 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

                  (iii) no Interest Period shall extend beyond the Revolving
      Commitment Termination Date or the Term Loan Maturity Date, as applicable.

            "Interest Reserves" means, with respect to any Indebtedness, the
aggregate of all sums held by any applicable lender as reserves for future
interest payments in respect of the Borrowing Group's Share of such
Indebtedness.

            "Intra-Company Debt" means all Indebtedness (whether book-entry or
evidenced by a term, demand or other note or other instrument) owed by any
member of the Borrowing Group to any other member of the Borrowing Group;
provided, that, all such Intra-Company Debt owed by Borrowers or any Guarantor
(excluding a de minimis amount thereof not to exceed $250,000) shall be
subordinated in right of payment to the payment in full of the Obligations in
accordance with the terms of the Intra-Company Loan Subordination Agreement.

            "Intra-Company Loan Subordination Agreement" means a Subordination
Agreement, in the form attached hereto as Exhibit H, with respect to
Intra-Company Debt, in favor of Administrative Agent for the ratable benefit of
Lenders, and entered into by each of the lenders of the Intra-Company Debt,
Borrowers and Guarantors.

            "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 or other securities of another Person, (b)
a loan, advance or capital contribution to, Guarantee 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 and any arrangement pursuant to which the investor
Guarantees Indebtedness of 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 book value of such
Investment.

                                       22

<PAGE>

            "Investment Affiliate" means any Person in which any member of the
Borrowing Group, directly or indirectly, has an Equity Interest and whose
financial results are not consolidated with the financial results of the
Borrowing Group in accordance with GAAP.

            "IP Rights" has the meaning specified in Section 5.17.

            "IRS" means the United States Internal Revenue Service.

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

            "Issuer Documents" means with respect to any Letter of Credit, the
Letter of Credit Application, and any other document, agreement and instrument
entered into by the L/C Issuer and the Borrowers (or any Subsidiary) or in favor
the L/C Issuer and relating to any such Letter of Credit.

            "Joinder Agreement" means a joinder agreement substantially in the
form attached hereto as Exhibit I.

            "Joint Lead Arrangers" mean Banc of America Securities LLC and
KeyBanc Capital Markets, in their capacities as joint lead arrangers and joint
book managers.

            "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 Revolving Lender, such
Revolving Lender's funding of its participation in any L/C Borrowing in
accordance with its Applicable Percentage.

            "L/C Borrowing" means an extension of credit resulting from a
drawing under any Letter of Credit which has not been reimbursed on the date
when made or refinanced as a Committed Borrowing.

                                       23

<PAGE>

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

            "L/C Issuer" means Bank of America in its capacity as issuer of
Letters of Credit hereunder, or any successor issuer of Letters of Credit
hereunder.

            "L/C Obligations" means, as at any date of determination, the
aggregate amount available to be drawn under all outstanding Letters of Credit
plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings.
For purposes of computing the amount available to be drawn under any Letter of
Credit, the amount of such Letter of Credit shall be determined in accordance
with Section 1.06. 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" has the meaning specified in the introductory paragraph
hereto and, as the context requires, includes the Swing Line Lender.

            "Lending Office" means, as to any Lender, the office or offices of
such Lender described as such 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 any standby 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 seven days
prior to the Revolving Commitment Termination Date then in effect (or, if such
day is not a Business Day, the next preceding Business Day).

            "Letter of Credit Fee" has the meaning specified in Section 2.03(i).

            "Letter of Credit Sublimit" means an amount equal to 10% of the
Revolving Commitment then in effect. The Letter of Credit Sublimit is part of,
and not in addition to, the Aggregate Commitments.

                                       24

<PAGE>

            "Leverage Ratio" means, on any date of determination, the ratio of
(a) Total Funded Indebtedness to (b) Gross Asset Value.

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

            "Loan" means a Term Loan, a Revolving Loan and a Swing Line Loan, as
the context requires.

            "Loan Documents" means this Agreement, each Revolving Note, each
Term Note, each Issuer Document, the Fee Letter, the Guaranty, the Intra-Company
Loan Subordination Agreement, the Pledge Agreements, and other instrument,
document or agreement from time to time delivered by a Loan Party in connection
with this Agreement.

            "Loan Parties" or "Loan Party" means, individually or collectively,
the Borrowers, each Guarantor and each Subsidiary which is party to a Pledge
Agreement, as applicable.

            "Material Adverse Effect" means (a) a material adverse change in, or
a material adverse effect upon, the operations, business, properties,
liabilities (actual or contingent), condition (financial or otherwise) or
prospects of the Borrowers or the Borrowers and their Subsidiaries taken as a
whole; (b) a material impairment of the ability of (x) a Borrower or (y) the
Loan Parties (other than the Borrowers), taken as a whole, to perform the
Obligations under the Loan Documents; or (c) a material adverse effect upon the
legality, validity, binding effect or enforceability against the Loan Parties of
the Loan Documents.

            "Maturity Date" means the later to occur of the Term Loan Maturity
Date or the Revolving Commitment Termination Date.


            "Mirror Notes" means the indemnity obligations of The Casden
Company, a California corporation ("The Casden Company"), to NAPICO, which are
evidenced by certain non-recourse promissory notes issued by The Casden Company
or one of its Affiliates in favor of NAPICO, which have the same interest rate
and maturity schedule as the NAPICO Notes.

            "Mirror Notes Stock" means those certain 804,181 shares of common
Stock of the REIT pledged by The Casden Company or one of its Affiliates to
NAPICO to secure the

                                       25

<PAGE>

payment of the Mirror Notes, as such number of shares may be reduced from time
to time pursuant to the REAL Litigation Settlement Agreement.

            "Moderate Redevelopment" means any renovation of any multi-family
property that does not involve any demolition of existing units and which does
not involve taking units out of service for more than 30 consecutive days or not
more than 20% of the total units in a multi-family property undergoing such
renovation, in each case at any particular time.

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

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

            "NAPICO Notes" means those certain promissory notes made by NAPICO
in the aggregate amount of $35,000,000 in favor of the plaintiffs of the REAL
Litigation.

            "Negative Pledge Assets" means, collectively, (i) the Note(s)
Receivables, (ii) all property management contracts of the Borrowing Group, and
(iii) the Borrowing Group's general partnership interests in partnerships that
own properties managed by any member of the Borrowing Group.

            "Net Disposition Proceeds" means, with respect to any Disposition of
any property (including as a result of casualty or condemnation and any purchase
price refund in respect of any acquisition), Subsidiary, Affiliate or material
property management contract, the Borrowing Group's Share of Cash payments
(including any Cash received by way of deferred payment pursuant to, or by
monetization of, a note receivable or otherwise or any earnout payments after
the closing of a Disposition, but only as and when so received) or Cash
Equivalents received from such Disposition, net of any bona fide direct costs
incurred in connection with such Disposition, including (i) income taxes
reasonably estimated to be actually payable within two years of the date of such
Disposition as a result of any gain recognized in connection with such
Disposition and (ii) payment of the outstanding principal amount of, premium or
penalty, if any, and interest on any Indebtedness (other than the Loans) that is
secured by a Lien on the Stock or assets in question and that is required to be
repaid under the terms thereof as a result of such Disposition.

            "Net Income" means, for any period and for any Person, the net
income of the Person for that period, determined in accordance with GAAP;
provided that there shall be excluded the net amount of any gains or non-cash
losses.

                                       26

<PAGE>

            "Net Operating Income" means, for any period, as to any real
property asset (a) all gross revenues received from the operation of such
property during such period (including, without limitation, payments received
from insurance on account of business or rental interruption and condemnation
proceeds from any temporary use or occupancy, in each case, to the extent
attributable to the period for which such Net Operating Income is being
determined, but excluding any proceeds from the sale or other disposition of any
part or all of such property; or from any financing or refinancing of such
property; or from any condemnation of any part or all of such property (except
for temporary use or occupancy); or on account of a casualty to the property
(other than payments from insurance on account of business or rental
interruption); or any security deposits paid under leases of all or a part of
such property, unless forfeited by tenants), minus (b) all reasonable and
customary property maintenance and repair costs, leasing and administrative
costs, management fees and, without double counting, real estate taxes and
insurance premiums paid or accrued on account of such property (whether by
direct payment or by deposit into reserves for future payment) (exclusive of
Capital Expenditures). When calculating Net Operating Income, there shall be no
deduction for any non cash items, such as depreciation.

            "New Construction" means the development and construction of any new
multi-family property by any Borrower, any Guarantor or any of their respective
Subsidiaries and shall not include any renovations, rehabilitations or
expansions of existing multi-family properties.

            "NHP Management" is defined in the preamble to this Agreement.

            "Non-Controlled Entities" means any Person in which (i) the
Borrowing Group owns Equity Interests that represent less than 67% of the total
outstanding Equity Interests of such Person, and (ii) the Borrowing Group does
not hold the position of general partner, managing member or equivalent sole
controlling position, as applicable, in such Person, unless the Borrowing Group
has sole control over decisions regarding sale, refinance, management and
distributions with regard to investments of that Person pursuant to the
Organization Documents of such Person.

            "Non-Core Assets" means unimproved land (other than Development
Assets) of the Borrowing Group and Notes Receivable of the Borrowing Group
valued at their net book value.

            "Non-Recourse Indebtedness" means Indebtedness which is not Recourse
Indebtedness.

            "Note(s)" means either or both of the Term Note or Revolving Note,
as the context requires.

                                       27

<PAGE>

            "Note(s) Receivable" means a payment obligation to a member or
members of the Borrowing Group (other than Intra-Company Debt) which is
evidenced by a written and enforceable promissory note and which is classified
as a note receivable in accordance with GAAP.

            "NYSE" means the New York Stock Exchange.

            "Obligations" means all advances to, and debts, liabilities,
obligations, covenants and duties of, any Loan Party arising under any Loan
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
Loan 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.

            "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.

            "Other Taxes" means all present or future stamp or documentary taxes
or any other excise or property taxes, charges or similar levies arising from
any payment made hereunder or under any other Loan Document or from the
execution, delivery or enforcement of, or otherwise with respect to, this
Agreement or any other Loan Document; provided, however, that "Other Taxes"
shall not include such amounts to the extent imposed as a result of any transfer
by any Lender or the Administrative Agent of any interest in or under any Loan
Document.

            "Outstanding Amount" means (i) with respect to Loans on any date,
the aggregate outstanding principal amount thereof after giving effect to any
borrowings and prepayments or repayments thereof occurring on such date; and
(ii) 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

                                       28

<PAGE>

drawings under any Letters of Credit or any reductions in the maximum amount
available for drawing under Letters of Credit taking effect on such date.

            "Participant" has the meaning specified in Section 10.06(d).

            "Partnership Units" means the units of limited partnership interest
in the Borrowers or any of their Subsidiaries, as the case may be, issued and
outstanding from time to time.

            "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 Borrowers
or any ERISA Affiliate or to which the Borrowers 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.

            "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 Borrowers or, with respect to any such
plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA
Affiliate.

            "Pledge Agreement" means a Security Agreement (Securities), in the
form of Exhibit J-1 or J-2, attached hereto, in favor of the Administrative
Agent for the ratable benefit of the Lenders and entered into by a Borrower or a
Subsidiary of a Borrower that owns the Collateral as described therein.

            "Qualified Redemption Obligations" means, (i) in the case of AIMCO,
the obligation of AIMCO to acquire or redeem issued Partnership Units which
obligation AIMCO may elect to satisfy with shares of common Stock of the REIT
and (ii) any obligation of a Person to redeem or repurchase an Equity Interest
in such Person either (a) upon the happening of a change of control or other
conditional event which is not reasonably likely to occur and which condition is
set forth in the applicable securities and which event has in fact not occurred
prior to the date of determination hereunder, or (b) at the holder's option
(except following or as a result of circumstances described in clause (a) above)
only after the date which is one year after the Maturity Date. In all events,
"Qualified Redemption Obligations" include all preferred Equity Interests which
are convertible only into common Stock of the REIT.

                                       29

<PAGE>

            "Real Estate Company" means each of Casden Glendon LLC, Casden Park
La Brea A LLC, Casden Park La Brea B LLC and Casden Park La Brea C LLC, and
"Real Estate Companies" means all of such companies collectively.

            "Real Litigation" means In re Real Estate Associates Limited
Partnership Litigation, CV 98 7035 DDP, United States District Court, Central
District of California.

            "REAL Litigation Settlement Agreement" means that certain Settlement
Agreement, dated as of August 12, 2003, by and among the REIT, AIMCO, National
Partnership Investment Corp., a California corporation ("NAPICO"), Cerberus
Partners, L.P., a Delaware limited partnership, XYZ Holdings, LLC, a Delaware
limited liability company, Alan I. Casden, an individual, The Casden Company, a
California corporation, and Casden Investment Corp., a California corporation,
with respect to the settlement of the REAL Litigation.

            "REAL Litigation Guaranty" means that certain Guaranty made by AIMCO
in favor of the plaintiffs of the REAL Litigation with respect to the payment
and performance of the NAPICO Notes.

            "Recourse" means, with respect to any Indebtedness or Guarantee of
any Person, that such Indebtedness or Guarantee is recourse to the general
assets and/or properties of such Person (except as provided below); provided,
however, that with respect to Indebtedness secured by real property which is
characterized as "nonrecourse" or which is only Recourse to the real property of
the Person except for limitations to the "nonrecourse" nature of the obligation,
such Indebtedness shall only be deemed "Recourse" if and to the extent the
nonrecourse exceptions are for the Person's liability for the following under
the applicable loan documentation and the events described in clauses (a)
through (j) have occurred and the lender or holder of such Indebtedness or
Guarantee has given written notice of the occurrence thereof: (a) fraud, waste,
material misrepresentation, or willful misconduct; (b) indemnification with
respect to environmental matters or failure to comply with Environmental Laws;
(c) failure to maintain required insurance policies; (d) misapplication of
insurance proceeds, condemnation awards and tenant security deposits; (e) breach
of covenants relating to unpermitted transfers or encumbrances of real property
or other collateral; (f) misappropriation or misapplication of property income;
(g) breach of covenants relating to unpermitted transfers of interests in a
Person; (h) failure to deliver books and records; (i) failure to pay transfer
fees or charges; or (j) other matters substantially the same as those set forth
in clauses (a) through (i) above. An obligation of a Person that is not Recourse
to the assets and/or properties of such Person shall not be considered a
"Recourse" obligation unless any of the events or circumstances described in
clauses (a) through (j) above have occurred and the lender or holder of such
Indebtedness or Guarantee has given written notice of the occurrence of such
events or Indebtedness. Indebtedness of a Single Purpose Entity secured by that
Single Purpose Entity's real property assets shall not be considered a
"Recourse" obligation provided the Indebtedness is recourse only to such Single
Purpose Entity's assets.

                                       30

<PAGE>

            "Recourse Indebtedness" means that portion of Total Funded
Indebtedness in which the Recourse of the applicable lender or lenders to the
obligor for non-payment is not limited to such lender's Lien on an asset or
assets, including any guarantee of payment by a member of the Borrowing Group or
an Investment Affiliate. "Recourse Indebtedness" shall include any Indebtedness
consisting of preferred Stock or preferred Partnership Units which are not
Qualified Redemption Obligations but are otherwise mandatorily redeemable or
redeemable at the option of the holder thereof. If a Person is a Single Purpose
Entity which owns an unencumbered real property asset and has Indebtedness which
is not directly recourse to that real property asset, such Indebtedness shall
not be considered "Recourse Indebtedness", provided no other member of the
Borrowing Group is directly or indirectly liable or for such Indebtedness.

            "Register" has the meaning specified in Section 10.06(c).

            "REIT" is defined in the preamble to this Agreement.

            "REIT Status" means, with respect to any Person, (a) the
qualification of such Person as a real estate investment trust under Sections
856 through 860 of the Code, and (b) the applicability to such Person and its
shareholders of the method of taxation provided for in Sections 857 et seq. of
the 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 30 day notice period has been
waived.

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

            "Required Lenders" means, as of any date of determination, Lenders
having more than 50% of the sum of (a) the Revolving Commitments then in effect
or, if the Commitment of each Revolving Lender to make Revolving Loans and the
obligation of the L/C Issuer to make L/C Credit Extensions have been terminated
pursuant to Section 8.02, the Total Revolving Outstandings (with the aggregate
amount of each Revolving Lender's risk participation and funded participation in
L/C Obligations and Swing Line Loans being deemed "held" by such Revolving
Lender for purposes of this definition), and (b) the Term Loan Amount; provided
that the Commitment of, and the portion of the Total Outstandings held or deemed
held by, any

                                       31

<PAGE>

Defaulting Lender shall be excluded for purposes of making a determination of
Required Lenders.

            "Required Revolving Lenders" means, as of any date of determination,
Revolving Lenders having more than 50% of the Aggregate Revolving Commitments,
or if the commitment of each Revolving Lender to make Revolving Loans and the
obligation of the L/C Issuer to make L/C Credit Extension have been terminated
pursuant to Section 8.02, at least two or more Revolving Lenders holding in the
aggregate more than 50% of the Total Revolving Outstandings (with the aggregate
amount of each Revolving Lender's risk participation and funded participation in
L/C Obligations and Swing Line Loans deemed "held" by such Revolving Lender for
purposes of this definition).

            "Required Supermajority Lenders" means, as of any date of
determination, Lenders having 67% or more of the sum of (a) the Revolving
Commitments then in effect or, if the Commitment of each Revolving Lender to
make Revolving Loans and the obligation of the L/C Issuer to make L/C Credit
Extensions have been terminated pursuant to Section 8.02, the Total Revolving
Outstandings (with the aggregate amount of each Revolving Lender's risk
participation and funded participation in L/C Obligations and Swing Line Loans
being deemed "held" by such Revolving Lender for purposes of this definition),
and (b) the Term Loan Amount; provided that the Commitment of, and the portion
of the Total Outstandings held or deemed held by, any Defaulting Lender shall be
excluded for purposes of making a determination of Required Lenders.

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

            "Restricted Cash" means the Borrowing Group's Share of any Cash
pledged to any lender (including a Lender) and includes the Cash indicated in
the line item for "restricted cash" in the REIT's balance sheet from time to
time.

            "Restricted Payment" means, with respect to any Person, any dividend
or other distribution (whether in cash, securities or other property) with
respect to any capital stock or other Equity Interest of such Person, or any
payment (whether in cash, securities or other property), including any sinking
fund or similar deposit, on account of the purchase, redemption, retirement,
acquisition, cancellation or termination of any such capital stock or other
Equity Interest of such Person, or on account of any return of capital to such
Person's stockholders, partners or members (or the equivalent Person thereof).

                                       32

<PAGE>

            "Revolving Commitment" means, as to each Revolving Lender, its
obligation to (a) make Revolving Loans to the Borrowers pursuant to Section
2.01, (b) purchase participations in L/C Obligations, and (c) purchase
participations in Swing Line Loans, in an aggregate principal amount at any one
time outstanding not to exceed the amount set forth opposite such Revolving
Lender's name on Schedule 2.01A or in the Assignment and Assumption pursuant to
which such Revolving Lender becomes a party hereto, as applicable, as such
amount may be adjusted from time to time in accordance with this Agreement. The
aggregate Revolving Commitment shall not exceed $450,000,000, unless increased
pursuant to Section 2.15.

            "Revolving Commitment Termination Date" means the later of (a)
November 2, 2007 and (b) if the Existing Revolving Commitment Termination Date
is extended pursuant to Section 2.14, such extended Existing Revolving
Commitment Termination Date as determined pursuant to such Section 2.14.

            "Revolving Lender" means each Lender that has a Revolving Commitment
or, following termination of the Revolving Commitments, has Revolving Loans
outstanding.

            "Revolving Loan" means a Base Rate Loan or a Eurodollar Rate Loan
made to the Borrowers by a Revolving Lender in accordance with their Applicable
Percentage pursuant to Section 2.01(a), except as otherwise provided herein.

            "Revolving Note" means a promissory note made by the Borrowers in
favor of a Revolving Lender evidencing Revolving Loans made by such Revolving
Lender, substantially in the form of Exhibit C-1.

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

            "Scheduled Amortization" means, with respect to any Person, the sum,
as of any date of determination, of all regularly scheduled amortization
payments paid or accrued on such Person's Indebtedness (exclusive of balloon
payments).

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

            "SEC Report" means all filings on Form 10-K, Form 10-Q or Form 8-K
with the SEC made by the REIT pursuant to the Securities Exchange Act of 1934.

                                       33

<PAGE>

            "Secured Indebtedness Ratio" means, as of the date of determination,
the ratio of (a) Total Secured Indebtedness as of such date, to (b) Gross Asset
Value as of such date.

            "Single Purpose Entity" means a Person which is created or existing
solely to own a specific real property asset and which has no Indebtedness other
than in conjunction with the acquisition, operation and maintenance of such real
property asset (including normal and customary trade payables) and which engages
in no business other than the ownership, operation and maintenance of such real
property asset.

            "SPC" has the meaning specified in Section 10.06(h).

            "Stock" means all shares, options, warrants, interests,
participations or other equivalents (regardless of how designated) of or in a
corporation or equivalent entity, whether voting or nonvoting, including common
stock, preferred stock, perpetual preferred stock or any other "equity security"
(as such term is defined in Rule 3a11-1 of the General Rules and Regulations
promulgated by the SEC under the Exchange Act). Convertible debt shall not
constitute Stock unless and until such debt is converted into the applicable
underlying securities.

            "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 specified, all references herein to a
"Subsidiary" or to "Subsidiaries" shall refer to a Subsidiary or Subsidiaries of
the Borrowers.

            "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, which 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.

                                       34

<PAGE>

            "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 value(s)
determined in accordance therewith, such termination value(s), and (b) for any
date prior to the date referenced in clause (a), the amount(s) determined as the
mark-to-market value(s) 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" means the revolving credit facility made available by
the Swing Line Lender pursuant to Section 2.04.

            "Swing Line Borrowing" means a borrowing of a Swing Line Loan
pursuant to Section 2.04.

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

            "Swing Line Loan" has the meaning specified in Section 2.04(a).

            "Swing Line Loan Notice" means a notice of a Swing Line Borrowing
pursuant to Section 2.04(b), which, if in writing, shall be substantially in the
form of Exhibit B.

            "Swing Line Sublimit" means an amount equal to 10% of the Revolving
Commitments then in effect. The Swing Line Sublimit is part of, and not in
addition to, the Revolving Commitments.

            "Syndication Agent" means KeyBank National Association, in its
capacity as syndication agent under this Agreement.

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

            "Term Lenders" means the Lenders with a Term Loan Commitment or
holding a Term Loan.

                                       35

<PAGE>

            "Term Loan" means a Loan of any type made to Borrowers by the Term
Lenders in accordance with their Applicable Percentage pursuant to Section
2.01(b), except as otherwise provided herein.

            "Term Loan Amount" means, at any time, the aggregate principal
amount of the Term Loans outstanding, which amount on the Closing Date is equal
to $300,000,000, as such amount may be increased from time to time pursuant to
Section 2.15 or decreased from time to time.

            "Term Loan Commitment" means, as to each Term Lender, its obligation
to make a Term Loan to the Borrowers pursuant Section 2.01(b), in an aggregate
principal amount on the Closing Date not to exceed such Term Lender's portion of
the Term Loan Amount or the amount set forth in the Assignment and Assumption
pursuant to which such Term Lender becomes a party hereto, as applicable, as
such amount may be adjusted from time to time in accordance with this Agreement.

            "Term Loan Maturity Date" means November 2, 2009.

            "Term Note" means a promissory note made by the Borrowers in favor
of a Term Lender evidencing that portion of the Term Loan made by such Term
Lender substantially in the form of Exhibit C-2.

            "Threshold Amount" means (a) with respect to Indebtedness that is
not Recourse Indebtedness, $250,000,000 individually or in the aggregate, and
(b) with respect to Indebtedness which is Recourse Indebtedness, $35,000,000
individually or in the aggregate.

            "Total EBITDA" means, for any period and without double counting,
the Borrowing Group's Share of EBITDA.

            "Total Funded Indebtedness" means, as of any date of determination
and without double counting, the Borrowing Group's Share of Funded Indebtedness.

            "Total Interest Expense" means, for any period and without double
counting, the sum of (a) the Borrowing Group's Share of Interest Expense, minus
(b) the aggregate amount of Interest Reserves (to the extent included as
interest).

            "Total Net Operating Income" means, for any period and without
double counting, the Borrowing Group's Share of Net Operating Income.

                                       36

<PAGE>

            "Total Outstandings" means the aggregate Outstanding Amount of all
Loans and all L/C Obligations.

            "Total Revolving Outstandings" means the sum of (i) the aggregate
Outstanding Amount of all Revolving Loans, (ii) the aggregate Outstanding Amount
of all Swing Line Loans, and (iii) the aggregate Outstanding Amount of all L/C
Obligations.

            "Total Scheduled Amortization" means, for any period of
determination and without double counting any item, the Borrowing Group's Share
of Scheduled Amortization.

            "Total Secured Indebtedness" means, as of any date of determination
and without double counting any item, the aggregate amount of Total Funded
Indebtedness that is secured by a Lien, plus any Total Funded Indebtedness
described in the last sentence of the definition of Recourse Indebtedness which
is otherwise not secured by a Lien; provided, however, that the Obligations
shall be excluded from the calculation of Total Secured Indebtedness.

            "Type" means, with respect to a Committed Loan, its character as a
Base Rate Loan or a Eurodollar Rate 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 Code for the
applicable plan year.

            "Unimproved Land" means, as of any date of determination, a legal
parcel of real property that is vacant and unimproved and which does not
constitute Development Assets.

            "United States" and "U.S." mean the United States of America.

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

            "Variable Rate Debt Ratio" means, on the date of determination, the
ratio of (a) Variable Rate Indebtedness, to (b) Total Funded Indebtedness.

            "Variable Rate Indebtedness" means, as of any date of determination
and without double counting any item, the aggregate amount of Total Funded
Indebtedness that for the duration of its term neither (a) bears interest at a
fixed rate nor (b) has been hedged to produce a fixed or maximum rate of
interest.

                                       37

<PAGE>

            "Wholly-Owned Subsidiary" means a Subsidiary of AIMCO and/or the
REIT and/or AIMCO/Bethesda and/or NHP Management of which one hundred percent
(100%) of the Equity Interests is owned directly or indirectly by Borrowers.

      1.02 OTHER INTERPRETIVE PROVISIONS. With reference to this Agreement and
each other Loan Document, unless otherwise specified herein or in such other
Loan Document:

            (a) The definitions of terms herein shall apply equally to the
singular and plural forms of the terms defined. Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and
neuter forms. The words "include," "includes" and "including" shall be deemed to
be followed by the phrase "without limitation." The word "will" shall be
construed to have the same meaning and effect as the word "shall." Unless the
context requires otherwise, (i) any definition of or reference to any agreement,
instrument or other document (including any Organization Document) shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein
or in any other Loan Document), (ii) any reference herein to any Person shall be
construed to include such Person's successors and assigns, (iii) the words
"herein," "hereof" and "hereunder," and words of similar import when used in any
Loan Document, shall be construed to refer to such Loan Document in its entirety
and not to any particular provision thereof, (iv) all references in a Loan
Document to Articles, Sections, Exhibits and Schedules shall be construed to
refer to Articles and Sections of, and Exhibits and Schedules to, the Loan
Document in which such references appear, (v) any reference to any law shall
include all statutory and regulatory provisions consolidating, amending
replacing or interpreting such law and any reference to any law or regulation
shall, unless otherwise specified, refer to such law or regulation as amended,
modified or supplemented from time to time, and (vi) the words "asset" and
"property" shall be construed to have the same meaning and effect and to refer
to any and all tangible and intangible assets and properties, including cash,
securities, accounts and contract rights.

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

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

      1.03 ACCOUNTING TERMS.

            (a) Generally. 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 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.

                                       38

<PAGE>

            (b) Changes in GAAP. If at any time any change in GAAP would affect
the computation of any financial ratio or requirement set forth in any Loan
Document, and either the Borrowers or the Required Lenders shall so request, the
Administrative Agent, the Lenders and the Borrowers shall negotiate in good
faith to amend such ratio or requirement to preserve the original intent thereof
in light of such change in GAAP (subject to the approval of the Required
Lenders, the Administrative Agent and the Borrowers); provided that, until so
amended, (i) such ratio or requirement shall continue to be computed in
accordance with GAAP prior to such change therein and (ii) the Borrowers shall
provide to the Administrative Agent and the Lenders financial statements and
other documents required under this Agreement or as reasonably requested
hereunder setting forth a reconciliation between calculations of such ratio or
requirement made before and after giving effect to such change in GAAP.

      1.04 ROUNDING. Any financial ratios required to be maintained by the
Borrowers pursuant to this 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 TIMES OF DAY. Unless otherwise specified, all references herein to
times of day shall be references to Pacific time (daylight or standard, as
applicable).

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

                                   ARTICLE II.
                      THE COMMITMENTS AND CREDIT EXTENSIONS

      2.01 COMMITTED LOANS.

            (a) Revolving Loans. Subject to the terms and conditions set forth
herein, each Lender with a Revolving Commitment (a "Revolving Lender") severally
agrees to make loans (each such loan, a "Revolving Loan") to the Borrowers from
time to time, on any Business Day during the Availability Period, in an
aggregate amount not to exceed at any time outstanding the amount of such
Revolving Lender's Revolving Commitment; provided, however, that after giving
effect to any Committed Borrowing, (i) the Total Revolving Outstandings shall
not exceed the Revolving Commitments, and (ii) the aggregate Outstanding Amount
of the Revolving Loans of any Revolving Lender, plus such Revolving Lender's
Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus
such Revolving Lender's Applicable Percentage of the Outstanding Amount of all
Swing Line Loans shall not exceed such Revolving Lender's Revolving Commitment.
Within the limits of each Revolving Lender's Revolving Commitment, and subject
to the other terms and conditions hereof, the Borrowers may borrow

                                       39

<PAGE>

under this Section 2.01(a), prepay under Section 2.05, and reborrow under this
Section 2.01(a). Revolving Loans may be Base Rate Loans or Eurodollar Rate
Loans, as further provided herein. The Borrowers and each Lender acknowledge
that, immediately prior to the Closing Date, the principal amount outstanding
under the Existing Credit Agreements is $447,400,000 and that such entire
principal amount (together with all accrued but unpaid amounts due thereunder)
shall be repaid in accordance with this Article II on and as a condition to the
Closing Date.

            (b) Term Loan.

                  (i) Subject to the terms and conditions set forth herein, each
Term Lender severally agrees to fund, or pursuant to a timely notice delivered
in accordance with Section 2.01(b)(ii), elect to convert all or a portion of
such Existing Term Lender's Existing Term Loan into a portion of the Term Loan
hereunder, the portion of the Term Loan Amount represented by its Term Loan
Commitment to the Borrowers on the Closing Date in an aggregate amount not to
exceed such Term Lender's Term Loan Commitment or the Term Loan Amount. The Term
Loan shall be made in one draw on the Closing Date. To the extent all or any
portion of the Term Loans are repaid or prepaid, they may not be reborrowed.

                  (ii) In connection with the making of the Term Loan pursuant
to Section 2.01(b)(i), by delivering irrevocable written notice (a "Conversion
Notice") to the Administrative Agent prior to the Closing Date, each Existing
Term Lender is offered the opportunity to convert, and may elect to convert all
or a portion of the outstanding principal amount of the Existing Term Loan held
by such Existing Term Lender into a portion of the Term Loan hereunder in a
principal amount equal to the amount of the Existing Term Loan so converted
(each such Existing Term Loan to the extent it is so converted, a "Converted
Term Loan") and such Converted Term Loan shall be treated for all purposes
hereunder as applying towards such Term Lender's Applicable Percentage of the
Term Loan requested by the Borrowers to be made on the Closing Date. On the
Closing Date, each Converted Term Loan shall be converted for all purposes of
this Agreement into a portion of the Term Loan hereunder, and the Administrative
Agent shall record in the Register the aggregate amount of the Converted Term
Loans converted into a portion of the Term Loan hereunder. Any written notice to
the Administrative Agent delivered by an applicable Existing Term Lender
pursuant to this Section shall be in form and substance satisfactory the
Administrative Agent in it sole discretion and shall, among other things,
specify the amount of such Existing Term Lender's Term Loan Commitment hereunder
and the principal amount of the Existing Term Loan held by such Existing Term
Lender that are to be converted into a portion of the Term Loan hereunder.

      2.02 BORROWINGS, CONVERSIONS AND CONTINUATIONS OF COMMITTED LOANS.

            (a) Each Committed Borrowing, each conversion of Committed Loans
from one Type to the other, and each continuation of Eurodollar Rate Loans shall
be made upon the Borrowers' 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 (i) 10:00 a.m., three Business Days prior to
the requested date of any Borrowing of, conversion to or

                                       40

<PAGE>

continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate
Loans to Base Rate Loans, and (ii) 9:00 a.m., one Business Day prior to the
requested date of any Borrowing of Base Rate Loans. Each telephonic notice by
the Borrowers pursuant to this Section 2.02(a) must be confirmed promptly by
delivery to the Administrative Agent of a written Committed Loan Notice,
appropriately completed and signed by a Responsible Officer of the Borrowers.
Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall
be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in
excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each
Borrowing of or conversion to Base Rate Loans shall be in a principal amount of
$2,000,000 or a whole multiple of $500,000 in excess thereof. Each Committed
Loan Notice (whether telephonic or written) shall specify (i) whether the
Borrowers are requesting a Committed Borrowing, a conversion of Committed Loans
from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the
requested date of the Borrowing, conversion or continuation, as the case may be
(which shall be a Business Day), (iii) the principal amount of Committed Loans
to be borrowed, converted or continued, (iv) the Type of Committed Loans to be
borrowed or to which existing Committed Loans are to be converted, and (v) if
applicable, the duration of the Interest Period with respect thereto. If the
Borrowers fail to specify a Type of Committed Loan in a Committed Loan Notice or
if the Borrowers fail to give a timely notice requesting a conversion or
continuation, then the applicable Committed Loans shall be made as, or converted
to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be
effective as of the last day of the Interest Period then in effect with respect
to the applicable Eurodollar Rate Loans. If the Borrowers request a Borrowing
of, conversion to, or continuation of Eurodollar Rate Loans in any such
Committed Loan Notice, but fail to specify an Interest Period, they will be
deemed to have specified an Interest Period of one month.

            (b) Following receipt of a Committed Loan Notice, the Administrative
Agent shall promptly notify each Lender of the amount of its Applicable
Percentage of the applicable Committed Loans, and if no timely notice of a
conversion or continuation is provided by the Borrowers, 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
Committed Borrowing, each Lender shall make the amount of its Committed Loan
available to the Administrative Agent in immediately available funds at the
Administrative Agent's Office not later than 1:00 p.m. on the Business Day
specified in the applicable Committed Loan Notice. Upon satisfaction of the
applicable conditions set forth in Section 4.02 (and, if such Borrowing is the
initial Credit Extension, Section 4.01), the Administrative Agent shall make all
funds so received available to the Borrowers in like funds as received by the
Administrative Agent either by (i) crediting the account of the Borrowers on the
books of Bank of America 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 Borrowers; provided,
however, that if, on the date the Committed Loan Notice with respect to such
Borrowing is given by the Borrowers, there are L/C Borrowings outstanding, then
the proceeds of such Borrowing, first, shall be applied to the payment in full
of any such L/C Borrowings, and second, shall be made available to the Borrowers
as provided above.

            (c) Except as otherwise provided herein, a Eurodollar Rate Loan may
be continued or converted only on the last day of an Interest Period for such
Eurodollar Rate Loan.

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<PAGE>

During the existence of a Default, no Loans may be requested as, converted to or
continued as Eurodollar Rate Loans without the consent of the Required Lenders.

            (d) The Administrative Agent shall promptly notify the Borrowers and
the Lenders of the interest rate applicable to any Interest Period for
Eurodollar Rate Loans upon determination of such interest rate. At any time that
Base Rate Loans are outstanding, the Administrative Agent shall notify the
Borrowers 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 Committed Borrowings, all conversions
of Committed Loans from one Type to the other, and all continuations of
Committed Loans as the same Type, there shall not be more than ten Interest
Periods in effect with respect to Committed Loans.

      2.03 LETTERS OF CREDIT.

            (a) The Letter of Credit Commitment.

                  (i) Subject to the terms and conditions set forth herein, (A)
              the L/C Issuer agrees, in reliance upon the agreements of the
              Revolving Lenders set forth in this Section 2.03, (1) from time to
              time on any Business Day during the period from the Closing Date
              until the Letter of Credit Expiration Date, to issue Letters of
              Credit for the account of the Borrowers or their Subsidiaries, and
              to amend Letters of Credit previously issued by it, in accordance
              with Section 2.03(b) below, and (2) to honor drawings under the
              Letters of Credit; and (B) the Revolving Lenders severally agree
              to participate in Letters of Credit issued for the account of the
              Borrowers or their Subsidiaries and any drawings thereunder;
              provided that after giving effect to any L/C Credit Extension with
              respect to any Letter of Credit, (x) the Total Revolving
              Outstandings shall not exceed the Revolving Commitments, (y) the
              aggregate Outstanding Amount of the Revolving Loans of any
              Revolving Lender, plus such Revolving Lender's Applicable
              Percentage of the Outstanding Amount of all L/C Obligations, plus
              such Revolving Lender's Applicable Percentage of the Outstanding
              Amount of all Swing Line Loans shall not exceed such Lender's
              Revolving Commitment, and (z) the Outstanding Amount of the L/C
              Obligations shall not exceed the Letter of Credit Sublimit. Each
              request by the Borrowers for the issuance or amendment of a Letter
              of Credit shall be deemed to be a representation by the Borrowers
              that the L/C Credit Extension so requested complies with the
              conditions set forth in the proviso to the preceding sentence.
              Within the foregoing limits, and subject to the terms and
              conditions hereof, the Borrowers' ability to obtain Letters of
              Credit shall be fully revolving, and, accordingly, the Borrowers
              may, during the foregoing period, 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

                                       42

<PAGE>

            have been issued pursuant hereto, and from and after the Closing
            Date shall be subject to and governed by the terms and conditions
            hereof.

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

                        (A) the expiry date of such requested Letter of Credit
would occur more than twelve months after the date of issuance, unless the
Required Lenders have approved such expiry date; or

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

                  (iii) The L/C Issuer shall not be under any 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 which was not applicable on the Closing Date
and which the L/C Issuer in good faith deems material to it;

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

                        (C) except as otherwise agreed by the Administrative
Agent and the L/C Issuer, such Letter of Credit is in an initial stated amount
less than $500,000;

                        (D) such Letter of Credit is to be denominated in a
currency other than Dollars; or

                        (E) a default of any Revolving Lender's obligations to
fund under Section 2.03(c) exists or any Revolving Lender is at such time a
Defaulting Lender hereunder, unless the L/C Issuer has entered into satisfactory
arrangements with the Borrowers or such Revolving Lender to eliminate the L/C
Issuer's risk with respect to such Revolving Lender.

                  (iv) The L/C Issuer shall not amend any Letter of Credit if
            the L/C Issuer would not be permitted at such time to issue such
            Letter of Credit in its amended form under the terms hereof.

                                       43

<PAGE>

                  (v) 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.

                  (vi) The L/C Issuer shall act on behalf of the Revolving
              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 (A) provided to the Administrative
              Agent in Article IX 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 Issuer Documents
              pertaining to such Letters of Credit as fully as if the term
              "Administrative Agent" as used in Article IX included the L/C
              Issuer with respect to such acts or omissions, and (B) as
              additionally provided herein with respect to the L/C Issuer.

            (b) Procedures for Issuance and Amendment of Letters of Credit.

                  (i) Each Letter of Credit shall be issued or amended, as the
              case may be, upon the request of the Borrowers 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 Borrowers. 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 five
              Business Days (or such later date and time as the Administrative
              Agent and the L/C Issuer may agree in a particular instance in
              their 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. Additionally, the Borrowers
              shall furnish to the L/C Issuer and the Administrative Agent such
              other documents and information pertaining to such requested
              Letter of Credit issuance or amendment, including any Issuer
              Documents, as the L/C Issuer or the Administrative Agent may
              require.

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<PAGE>

                  (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
              Borrowers and, if not, the L/C Issuer will provide the
              Administrative Agent with a copy thereof. Unless the L/C Issuer
              has received written notice from any Revolving Lender, the
              Administrative Agent or any Loan Party, at least one Business Day
              prior to the requested date of issuance or amendment of the
              applicable Letter of Credit, that one or more applicable
              conditions contained in Article IV shall not then be satisfied,
              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 Borrowers (or the applicable Subsidiary) 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 Revolving 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 Revolving Lender's Applicable Percentage times the
              amount 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 Borrowers and the Administrative Agent and to
              any requesting Lender a true and complete copy of such Letter of
              Credit or amendment.

            (c) Drawings and Reimbursements; Funding of Participations.

                  (i) Upon receipt from the beneficiary of any Letter of Credit
              of any notice of a drawing under such Letter of Credit, the L/C
              Issuer shall notify the Borrowers 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") or 9:00 a.m. on the following Business Day if the
              notification is later than 11:00 a.m. on the Honor Date, the
              Borrowers shall reimburse the L/C Issuer through the
              Administrative Agent in an amount equal to the amount of such
              drawing (unless the Borrowers elect to reimburse the L/C Issuer
              through a Revolving Loan, as set forth below). If the Borrowers
              fail 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 Revolving Lender's
              Applicable Percentage thereof and in such event, the Borrowers
              shall be deemed to have requested a Committed 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, but subject to the amount of the unutilized
              portion of the Aggregate Commitments and the conditions set forth
              in Section 4.02 (other than the delivery of a

                                       45

<PAGE>

              Committed Loan Notice). 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 Revolving Lender 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 Applicable Percentage of
              the Unreimbursed Amount not later than 1:00 p.m. on the Business
              Day specified in such notice by the Administrative Agent, which
              date will not be earlier than the Business Day after the Honor
              Date, whereupon, subject to the provisions of Section
              2.03(c)(iii), each Revolving Lender that so makes funds available
              shall be deemed to have made a Base Rate Loan to the Borrowers 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 Committed Borrowing of Base Rate Loans
              because the conditions set forth in Section 4.02 cannot be
              satisfied or for any other reason, the Borrowers 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 Revolving 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
              Revolving Lender in satisfaction of its participation obligation
              under this Section 2.03.

                  (iv) Until each Revolving Lender funds its Committed 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 Revolving Lender's Applicable Percentage of
              such amount shall be solely for the account of the L/C Issuer.

                  (v) Each Revolving Lender's obligation to make Committed 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 setoff, counterclaim,
              recoupment, defense or other right which such Revolving 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 (C) any other occurrence, event or condition, whether
              or not similar to any of the foregoing; provided, however, that
              each Revolving Lender's obligation to make Committed Loans
              pursuant to this

                                       46

<PAGE>

              Section 2.03(c) is subject to the conditions set forth in Section
              4.02 (other than delivery by the Borrowers of a Committed Loan
              Notice). 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 Revolving 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 Revolving 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 Revolving 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. A
              certificate of the L/C Issuer submitted to any Revolving 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 Revolving Lender
              such Revolving Lender's L/C Advance in respect of such payment in
              accordance with Section 2.03(c), if the Administrative Agent
              receives for the account of the L/C Issuer any payment in respect
              of the related Unreimbursed Amount or interest thereon (whether
              directly from the Borrowers or otherwise, including proceeds of
              Cash Collateral applied thereto by the Administrative Agent), the
              Administrative Agent will distribute to such Revolving Lender its
              Applicable 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 10.05 (including pursuant to any settlement entered
              into by the L/C Issuer in its discretion), each Revolving Lender
              shall pay to the Administrative Agent for the account of the L/C
              Issuer its Applicable Percentage thereof on demand of the
              Administrative Agent, plus interest thereon from the date of such
              demand to the date such amount is returned by such Revolving
              Lender, at a rate per annum equal to the Federal Funds Rate from
              time to time in effect. The obligations of the Revolving Lenders
              under this clause shall survive the payment in full of the
              Obligations and the termination of this Agreement.

                                       47

<PAGE>

            (e) Obligations Absolute. The obligation 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 Agreement under all
circumstances, including the following:

                  (i) any lack of validity or enforceability of such Letter of
              Credit, this Agreement, or any other Loan Document;

                  (ii) the existence of any claim, counterclaim, setoff, defense
              or other right that the Borrowers or any Subsidiary 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 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 or any Subsidiary.

            The Borrowers 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 Borrowers' instructions or other irregularity,
the Borrowers 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 the Borrowers
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

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<PAGE>

document or the authority of the Person executing or delivering any such
document. None of the L/C Issuer, the Administrative Agent, any of their
respective Related Parties nor any correspondent, participant or assignee 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
Revolving Lenders or the Required Revolving 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
Issuer Document. 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 the Borrowers' 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, the Administrative Agent, any of their respective Related
Parties nor any correspondent, participant or assignee 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,
(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 L/C Obligation for any reason
remains outstanding, the Borrowers shall, in each case, immediately Cash
Collateralize the then Outstanding Amount of all L/C Obligations. Sections 2.05
and 8.02(c) set forth certain additional requirements to deliver Cash Collateral
hereunder. For purposes of this Section 2.03, Section 2.05 and Section 8.02(c),
"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
(collectively, "Cash Collateral") pursuant to documentation in form and
substance reasonably 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. The Borrowers hereby grant 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 at Bank of America.

                                       49

<PAGE>

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

            (i) Letter of Credit Fees. The Borrowers shall pay to the
Administrative Agent for the account of each Revolving Lender in accordance with
its Applicable Percentage a Letter of Credit fee (the "Letter of Credit Fee")
for each standby Letter of Credit equal to the Applicable Revolving Rate for
Letters of Credit, stated as a percentage per annum times the daily amount
available to be drawn under such Letter of Credit. For purposes of computing the
daily amount available to be drawn under any Letter of Credit, the amount of
such Letter of Credit shall be determined in accordance with Section 1.06.
Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and
(ii) due and payable on the first Business Day after the end of each March,
June, September and December, commencing with the first such date to occur after
the issuance of such Letter of Credit, on the Letter of Credit Expiration Date
and thereafter on demand. Notwithstanding anything to the contrary contained
herein, upon the request of the Required Revolving Lenders, while any Event of
Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

            (j) Fronting Fee and Documentary and Processing Charges Payable to
L/C Issuer. The Borrowers shall pay directly to the L/C Issuer for its own
account a fronting fee with respect to each standby Letter of Credit, in an
amount in accordance with such L/C Issuer's standard schedule for such fees in
effect at the time, computed on the daily amount available to be drawn under
such Letter of Credit on a quarterly basis in arrears, and due and payable on
the first Business Day after the end of each March, June, September and
December, commencing with the first such date to occur after the issuance of
such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on
demand. For purposes of computing the daily amount available to be drawn under
any Letter of Credit, the amount of such Letter of Credit shall be determined in
accordance with Section 1.06. In addition, the Borrowers shall pay directly to
the L/C Issuer for its own account the customary issuance, presentation,
amendment and other processing fees, and other standard costs and charges, of
the L/C Issuer relating to letters of credit as from time to time in effect.
Such fronting fee, customary fees and standard costs and charges are due and
payable on demand and are nonrefundable.

            (k) Conflict with Issuer Documents. In the event of any conflict
between the terms hereof and the terms of any Issuer Document, the terms hereof
shall control.

            (l) Letters of Credit Issued for Subsidiaries. Notwithstanding that
a Letter of Credit issued or outstanding hereunder is in support of any
obligations of, or is for the account of, a Subsidiary, the Borrowers shall be
obligated to reimburse the L/C Issuer hereunder for any and all drawings under
such Letter of Credit. The Borrowers hereby acknowledge that the issuance of
Letters of Credit for the account of Subsidiaries inures to the benefit of the
Borrowers, and that the Borrowers' business derives substantial benefits from
the businesses of such Subsidiaries.

                                       50

<PAGE>

      2.04 SWING LINE LOANS.

            (a) The Swing Line. Subject to the terms and conditions set forth
herein, the Swing Line Lender agrees, in reliance upon the agreements of the
other Revolving Lenders set forth in this Section 2.04, to make loans (each such
loan, a "Swing Line Loan") to the Borrowers from time to time on any Business
Day during the Availability Period in an aggregate amount not to exceed at any
time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact
that such Swing Line Loans, when aggregated with the Applicable Percentage of
the Outstanding Amount of Revolving Loans and L/C Obligations of the Revolving
Lender acting as Swing Line Lender, may exceed the amount of such Revolving
Lender's Revolving Commitment; provided, however, that after giving effect to
any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the
Revolving Commitments, and (ii) the aggregate Outstanding Amount of the
Revolving Loans of any Revolving Lender, plus such Revolving Lender's Applicable
Percentage of the Outstanding Amount of all L/C Obligations, plus such Revolving
Lender's Applicable Percentage of the Outstanding Amount of all Swing Line Loans
shall not exceed such Revolving Lender's Revolving Commitment, and provided,
further, that the Borrowers shall not use the proceeds of any Swing Line Loan to
refinance any outstanding Swing Line Loan. Within the foregoing limits, and
subject to the other terms and conditions hereof, the Borrowers may borrow under
this Section 2.04, prepay under Section 2.05, and reborrow under this Section
2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the
making of a Swing Line Loan, each Revolving Lender shall be deemed to, and
hereby irrevocably and unconditionally agrees to, purchase from the Swing Line
Lender a risk participation in such Swing Line Loan in an amount equal to the
product of such Revolving Lender's Applicable Percentage times the amount of
such Swing Line Loan.

            (b) Borrowing Procedures. Each Swing Line Borrowing shall be made
upon the Borrowers' irrevocable notice to the Swing Line Lender and the
Administrative Agent, which may be given by telephone. Each such notice must be
received by the Swing Line Lender and the Administrative Agent not later than
2:00 p.m. on the requested borrowing date, and shall specify (i) the amount to
be borrowed, which shall be a minimum of $1,000,000, 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 Swing Line Loan Notice, appropriately
completed and signed by a Responsible Officer of the Borrowers. Promptly after
receipt by the Swing Line Lender of any telephonic Swing Line 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 Swing Line 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 Revolving Lender) prior to 3:00 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 the proviso to the first sentence of Section 2.04(a), 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 Swing Line Loan
Notice, make the amount of its Swing Line Loan available to the Borrowers at

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<PAGE>

its office by crediting the account of the Borrowers on the books of the Swing
Line Lender in immediately available funds.

            (c) Refinancing of Swing Line Loans.

                  (i) The Swing Line Lender at any time in its sole and absolute
              discretion may request, on behalf of the Borrowers (which hereby
              irrevocably authorize the Swing Line Lender to so request on their
              behalf), that each Revolving Lender make a Base Rate Loan in an
              amount equal to such Revolving Lender's Applicable Percentage of
              the amount of Swing Line Loans then outstanding. Such request
              shall be made in writing (which written request shall be deemed to
              be a Committed 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, but subject to the unutilized portion of the
              Revolving Commitments and the conditions set forth in Section
              4.02. The Swing Line Lender shall furnish the Borrowers with a
              copy of the applicable Committed Loan Notice promptly after
              delivering such notice to the Administrative Agent. Each Revolving
              Lender shall make an amount equal to its Applicable Percentage of
              the amount specified in such Committed Loan Notice available to
              the Administrative Agent in immediately available funds for the
              account of the Swing Line Lender at the Administrative Agent's
              Office not later than 1:00 p.m. on the day specified in such
              Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii),
              each Revolving Lender that so makes funds available shall be
              deemed to have made 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 Committed Borrowing in accordance with
              Section 2.04(c)(i), the request for Base Rate 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 Revolving
              Lenders fund its risk participation in the relevant Swing Line
              Loan and each Revolving Lender's payment to the Administrative
              Agent for the account of the Swing Line Lender pursuant to Section
              2.04(c)(i) shall be deemed payment in respect of such
              participation.

                  (iii) If any Revolving 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 Revolving Lender pursuant to
              the foregoing provisions of this Section 2.04(c) by the time
              specified in Section 2.04(c)(i), the Swing Line Lender shall be
              entitled to recover from such Revolving Lender (acting through the
              Administrative Agent), on demand, such amount with interest
              thereon for the period from the date such payment is required to
              the date on which such payment is immediately available to the
              Swing Line Lender at a rate per annum equal to the greater of the
              Federal Funds Rate and

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<PAGE>

              a rate determined by the Swing Line Lender in accordance with
              banking industry rules on interbank compensation. A certificate of
              the Swing Line Lender submitted to any Revolving Lender (through
              the Administrative Agent) with respect to any amounts owing under
              this clause (iii) shall be conclusive absent manifest error.

                  (iv) Each Revolving Lender's obligation to make Committed
              Loans or to purchase and fund risk participations in Swing Line
              Loans pursuant to this Section 2.04(c) shall be absolute and
              unconditional and shall not be affected by any circumstance,
              including (A) any setoff, counterclaim, recoupment, defense or
              other right which 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 (C)
              any other occurrence, event or condition, whether or not similar
              to any of the foregoing; provided, however, that each Revolving
              Lender's obligation to make Committed Loans pursuant to this
              Section 2.04(c) is subject to the conditions set forth in Section
              4.02. No such funding of risk participations shall relieve or
              otherwise impair the obligation of the Borrowers to repay Swing
              Line Loans, together with interest as provided herein.

            (d) Repayment of Participations.

                  (i) At any time after any Revolving 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 Revolving
              Lender its Applicable Percentage of such payment (appropriately
              adjusted, in the case of interest payments, to reflect the period
              of time during which such Revolving 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 10.05 (including pursuant to
              any settlement entered into by the Swing Line Lender in its
              discretion), each Revolving Lender shall pay to the Swing Line
              Lender its Applicable Percentage thereof on demand of the
              Administrative Agent, plus interest thereon from the date of such
              demand to the date such amount is returned, at a rate per annum
              equal to the Federal Funds Rate. The Administrative Agent will
              make such demand upon the request of the Swing Line Lender. The
              obligations of the Revolving Lenders under this clause shall
              survive the payment in full of the Obligations and the termination
              of this Agreement.

            (e) Interest for Account of Swing Line Lender. The Swing Line Lender
shall be responsible for invoicing the Borrowers for interest on the Swing Line
Loans. Until each

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Revolving Lender funds its Base Rate Loan or risk participation pursuant to this
Section 2.04 to refinance such Revolving Lender's Applicable Percentage of any
Swing Line Loan, interest in respect of such Applicable Percentage shall be
solely for the account of the Swing Line Lender.

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

      2.05 PREPAYMENTS.

            (a) The Borrowers may, upon notice to the Administrative Agent, at
any time or from time to time voluntarily prepay Committed Loans in whole or in
part without premium or penalty; provided that (i) such notice must be received
by the Administrative Agent not later than 11:00 a.m. (A) three Business Days
prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of
prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans
shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000
in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a
principal amount of $500,000 or a whole multiple of $100,000 in excess thereof
or, in each case, if less, the entire principal amount thereof then outstanding.
Each such notice shall specify the date and amount of such prepayment and the
Type(s) of Committed Loans to be prepaid. The Administrative Agent will promptly
notify each Lender of its receipt of each such notice, and of the amount of such
Lender's Applicable Percentage of such prepayment. If such notice is given by
the Borrowers, the Borrowers shall make such prepayment and the payment amount
specified in such notice shall be due and payable on the date specified therein.
Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued
interest on the amount prepaid, together with any additional amounts required
pursuant to Section 3.05. Each such prepayment shall be applied to the Committed
Loans of the Lenders in accordance with their respective Applicable Percentages.

            (b) The Borrowers may, upon notice to the Swing Line Lender (with a
copy to the Administrative Agent), at any time or from time to time, voluntarily
prepay Swing Line Loans in whole or in part without premium or penalty; provided
that (i) such notice must be received by the Swing Line Lender and the
Administrative Agent not later than 9:00 a.m. on the date of the prepayment, and
(ii) any such prepayment shall be in a minimum principal amount of $100,000.
Each such notice shall specify the date and amount of such prepayment. If such
notice is given by the Borrowers, the Borrowers shall make such prepayment and
the payment amount specified in such notice shall be due and payable on the date
specified therein.

            (c) If for any reason the Total Revolving Outstandings at any time
exceed the Revolving Commitments then in effect, the Borrowers shall immediately
prepay the Revolving Loans and/or Cash Collateralize the L/C Obligations in an
aggregate amount equal to such excess; provided, however, that the Borrowers
shall not be required to Cash Collateralize the L/C Obligations pursuant to this
Section 2.05(c) unless after the prepayment in full of the Revolving Loans the
Total Revolving Outstandings exceed the Revolving Commitments then in effect.

      2.06 TERMINATION OR REDUCTION OF REVOLVING COMMITMENTS. The Borrowers may,
upon notice to the Administrative Agent, terminate the Revolving Commitments, or
from time to

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<PAGE>

time permanently reduce the Revolving Commitments; provided that the Revolving
Commitments may not be reduced below $200,000,000 (except in connection with a
termination of the Revolving Commitments and payment in full of the Obligations
thereunder) without the consent of the Administrative Agent and the Syndication
Agent; and, provided further (i) any such notice shall be received by the
Administrative Agent not later than 11:00 a.m. five Business Days prior to the
date of termination or reduction, (ii) any such partial reduction shall be in an
aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess
thereof, (iii) the Borrowers shall not terminate or reduce the Revolving
Commitments if, after giving effect thereto and to any concurrent prepayments
hereunder, the Total Revolving Outstandings would exceed the Revolving
Commitments, and (iv) if, after giving effect to any reduction of the Revolving
Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds
the amount of the Revolving Commitments, such Sublimit shall be automatically
reduced by the amount of such excess. The Administrative Agent will promptly
notify the Revolving Lenders of any such notice of termination or reduction of
the Revolving Commitments. Any reduction of the Revolving Commitments shall be
applied to the Revolving Commitment of each Revolving Lender according to its
Applicable Percentage. All fees accrued pursuant to Section 2.09(a) until the
effective date of any termination of the Revolving Commitments shall be paid on
the effective date of such termination.

      2.07 REPAYMENT OF LOANS.

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

            (b) The Borrowers shall repay to the Swing Line Lender each Swing
Line Loan on the earlier to occur of (i) the date three Business Days after such
Swing Loan is made and (ii) the Revolving Commitment Termination Date.

            (c) The Borrowers shall repay on the Term Loan Maturity Date the
aggregate principal amount of the Term Loan outstanding on such date.

      2.08 INTEREST.

            (a) Subject to the provisions of subsection (b) below, (i) each
Eurodollar Rate Loan that is a Revolving Loan shall bear interest on the
outstanding principal amount thereof for each Interest Period at a rate per
annum equal to the Eurodollar Rate for such Interest Period plus the Applicable
Revolving Rate; (ii) each Eurodollar Rate Loan that is a portion of the Term
Loan shall bear interest on the outstanding principal amount thereof for each
Interest Period at a rate per annum equal to the Eurodollar Rate for such
Interest Period plus the Applicable Term Rate; (iii) each Base Rate Loan that is
a Revolving 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 Revolving Rate; (iv) each Base Rate Loan that is a portion
of the Term 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 Term Rate; and (v) each Swing Line Loan shall bear interest
on the outstanding principal amount thereof from the

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<PAGE>

applicable borrowing date at a rate per annum equal to the Base Rate plus the
Applicable Revolving Rate.

            (b) (i) If any amount of principal of any Loan 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 Laws.

                  (i) If any amount (other than principal of any Loan) payable
              by the Borrowers under any Loan Document is not paid when due
              (without regard to any applicable grace periods), whether at
              stated maturity, by acceleration or otherwise, then upon the
              request of the Required Lenders, 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 Laws.

                  (ii) Upon the 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 Laws.

                  (iii) 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. In addition to certain fees described in subsections (i) and
(j) of Section 2.03:

            (a) Unused Fee. The Borrowers shall pay to the Administrative Agent
for the account of each Revolving Lender ratably in proportion to their
Revolving Commitment, a unused fee equal to the Applicable Unused Fee. The
Applicable Unused Fee shall be due and payable quarterly in arrears on the last
Business Day of each March, June, September and December, commencing with the
first such date to occur after the Closing Date, and on the Revolving Commitment
Termination Date, as may be extended pursuant to Section 2.14. The Applicable
Unused Fee shall be calculated quarterly in arrears. The Applicable Unused Fee
shall accrue at all times following the Closing Date while Revolving Commitments
are in effect, including at any time during which one or more of the conditions
in Section 4.02 is not met.

            (b) Other Fees.

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<PAGE>

                  (i) The Borrowers shall pay to the Joint Lead Arrangers and
              the Administrative Agent for their own respective accounts fees in
              the amounts and at the times specified in the Fee 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. All computations of interest for
Base Rate Loans when the Base Rate is determined by Bank of America's "prime
rate" shall be made on the basis of a year of 365 or 366 days, as the case may
be, and actual days elapsed. All other computations of fees and interest shall
be made on the basis of a 360-day year and actual days elapsed (which results in
more fees or interest, as applicable, being paid than if computed on the basis
of a 365-day year). Interest shall accrue on each Loan for the day on which the
Loan is made, and shall not accrue on a Loan, or any portion thereof, for the
day on which the Loan or such portion is paid; provided that any Loan that is
repaid on the same day on which it is made shall, subject to Section 2.12(a),
bear interest for one day. Each determination by the Administrative Agent of an
interest rate or fee hereunder shall be conclusive and binding for all purposes,
absent manifest error.

      2.11 EVIDENCE OF DEBT.

            (a) The Credit Extensions 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 Credit Extensions 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. Upon the request of any
Lender made through the Administrative Agent, the Borrowers shall execute and
deliver to such Lender (through the Administrative Agent) the applicable
Note(s), which shall evidence such Lender's Loans in addition to such accounts
or records. Each Lender may attach schedules to its Note and endorse thereon the
date, Type (if applicable), amount and maturity of its Loans and payments with
respect thereto.

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

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<PAGE>

respect of such matters, the accounts and records of the Administrative Agent
shall control in the absence of manifest error.

      2.12 PAYMENTS GENERALLY; ADMINISTRATIVE AGENT'S CLAWBACK.

            (a) General. 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 respective 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 Applicable 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 next succeeding Business
Day and any applicable interest or fee shall continue to accrue. 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.

            (b) (i) Funding by Lenders; Presumption by Administrative Agent.
Unless the Administrative Agent shall have received notice from a Lender prior
to the proposed date of any Committed Borrowing that such Lender will not make
available to the Administrative Agent such Lender's share of such Committed
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with Section 2.02 and may, in
reliance upon such assumption, make available to the Borrowers a corresponding
amount. In such event, if a Lender has not in fact made its share of the
applicable Committed Borrowing available to the Administrative Agent, then the
applicable Lender and the Borrowers severally agree to pay to the Administrative
Agent forthwith on demand such corresponding amount in immediately available
funds with interest thereon, for each day from and including the date such
amount is made available to the Borrowers to but excluding the date of payment
to the Administrative Agent, at (A) in the case of a payment to be made by such
Lender, the greater of the Federal Funds Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank
compensation and (B) in the case of a payment to be made by the Borrowers, the
interest rate applicable to Base Rate Loans. If the Borrowers and such Lender
shall pay such interest to the Administrative Agent for the same or an
overlapping period, the Administrative Agent shall promptly remit to the
Borrowers the amount of such interest paid by the Borrowers for such period. If
such Lender pays its share of the applicable Committed Borrowing to the
Administrative Agent, then the amount so paid shall constitute such Lender's
Committed Loan included in such Committed Borrowing. Any payment by the
Borrowers shall be without prejudice to any claim the Borrowers may have against
a Lender that shall have failed to make such payment to the Administrative
Agent.

                  (ii) Payments by Borrowers; Presumptions by Administrative
Agent. Unless the Administrative Agent shall have received notice from the
Borrowers prior to the date on which any payment is due to the Administrative
Agent for the account of the Lenders or the

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L/C Issuer hereunder that the Borrowers will not make such payment, the
Administrative Agent may assume that the Borrowers has made such payment on such
date in accordance herewith and may, in reliance upon such assumption,
distribute to the Lenders or the L/C Issuer, as the case may be, the amount due.
In such event, if the Borrowers have not in fact made such payment, then each of
the Lenders or the L/C Issuer, as the case may be, severally agrees to repay to
the Administrative Agent forthwith on demand the amount so distributed to such
Lender or the L/C Issuer, in immediately available funds with interest thereon,
for each day from and including the date such amount is distributed to it to but
excluding the date of payment to the Administrative Agent, at the greater of the
Federal Funds Rate and a rate determined by the Administrative Agent in
accordance with banking industry rules on interbank compensation.

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

            (c) Failure to Satisfy Conditions Precedent. 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 Credit Extension set forth in Article
IV are not satisfied or waived in accordance with the terms hereof, the
Administrative Agent shall return such funds (in like funds as received from
such Lender) to such Lender, without interest.

            (d) Obligations of Lenders Several. The obligations of the Lenders
hereunder to make Committed Loans, to fund participations in Letters of Credit
and Swing Line Loans and to make payments pursuant to Section 10.04(c) are
several and not joint. The failure of any Lender to make any Committed Loan, to
fund any such participation or to make any payment under Section 10.04(c) on any
date required hereunder shall not relieve any other Lender of its corresponding
obligation to do so on such date, and no Lender shall be responsible for the
failure of any other Lender to so make its Committed Loan, to purchase its
participation or to make its payment under Section 10.04(c).

            (e) Funding Source. 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.

      2.13 SHARING OF PAYMENTS BY LENDERS. If any Lender shall, by exercising
any right of setoff or counterclaim or otherwise, obtain payment in respect of
any principal of or interest on any of the Committed Loans made by it, or the
participations in L/C Obligations or in Swing Line Loans held by it resulting in
such Lender's receiving payment of a proportion of the aggregate amount of such
Committed Loans or participations and accrued interest thereon greater than its
pro rata share thereof as provided herein, then the Lender receiving such
greater proportion shall (a) notify the Administrative Agent of such fact, and
(b) purchase (for cash at face value) participations in the Committed Loans and
subparticipations in L/C Obligations and Swing Line Loans of the other Lenders,
or make such other adjustments as shall be equitable, so

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<PAGE>

that the benefit of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on
their respective Committed Loans and other amounts owing them, provided that:

            (a) if any such participations or subparticipations are purchased
and all or any portion of the payment giving rise thereto is recovered, such
participations or subparticipations shall be rescinded and the purchase price
restored to the extent of such recovery, without interest; and

            (b) the provisions of this Section shall not be construed to apply
to (x) any payment made by the Borrowers pursuant to and in accordance with the
express terms of this Agreement or (y) any payment obtained by a Lender as
consideration for the assignment of or sale of a participation in any of its
Committed Loans or subparticipations in L/C Obligations or Swing Line Loans to
any assignee or participant, other than to the Borrowers or any Subsidiary
thereof (as to which the provisions of this Section shall apply).

            Each Loan Party party hereto consents to the foregoing and agrees,
to the extent it may effectively do so under applicable law, that any Lender
acquiring a participation pursuant to the foregoing arrangements may exercise
against such Loan Party rights of setoff and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of such Loan
Party in the amount of such participation.

      2.14 EXTENSION OF REVOLVING COMMITMENT TERMINATION DATE.

            (a) Requests for Extension. The Borrowers may on a one-time basis,
by notice to the Administrative Agent (who shall promptly notify the Revolving
Lenders) not earlier than 120 days prior to, and not later than 60 days prior
to, the Revolving Commitment Termination Date then in effect hereunder (the
"Existing Revolving Commitment Termination Date"), cause each Revolving Lender
to extend such Revolving Lender's Existing Revolving Commitment Termination Date
for an additional one (1) year from the Existing Revolving Commitment
Termination Date and each Revolving Lender shall extend such Revolving Lender's
Revolving Commitment Termination Date for an additional one (1) year from the
Existing Revolving Commitment Termination Date in accordance with this Section
2.14.

            (b) Conditions to Effectiveness of Extensions. Notwithstanding the
foregoing, the extension of the Revolving Commitment Termination Date pursuant
to this Section shall not be effective with respect to the Revolving Lenders
unless:

                  (i) no Default or Event of Default shall have occurred and be
              continuing on the date of such extension and after giving effect
              thereto;

                  (ii) to the knowledge of the Borrowers, the representations
              and warranties contained in this Agreement are true and correct,
              on and as of the date of such extension and after giving effect
              thereto, as though made on and as of such date (or, if any such
              representation or warranty is expressly stated to have been made
              as of a specific date, only as of such specific date); and

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                  (iii) the Borrowers pay the Revolving Lenders an extension fee
              on the Existing Revolving Commitment Termination Date in an amount
              equal to the product of (i) 0.20%, multiplied by (ii) the
              aggregate Revolving Commitments then in effect at the time of the
              extension.

            (c) Conflicting Provisions. This Section shall supersede any
provisions in Section 2.13 or 10.01 to the contrary.

      2.15 INCREASE IN COMMITMENTS.

            (a) Request for Increase. Provided there exists no Default or Event
of Default, upon notice to the Administrative Agent (which shall promptly notify
the Lenders), the Borrowers may request an increase in the Aggregate Commitments
(which may be, at the option of the Borrowers, Revolving Commitments and/or Term
Loan Commitments) by an amount not exceeding $100,000,000; provided that any
such request for an increase shall be in a minimum amount of $25,000,000. At the
time of sending such notice, the Borrowers (in consultation with the
Administrative Agent) shall specify the time period within which each Lender is
requested to respond (which shall in no event be less than ten Business Days
from the date of delivery of such notice to the Lenders).

            (b) Lender Elections to Increase. Each Lender shall notify the
Administrative Agent within such time period whether or not it agrees to
increase its Commitment and, if so, whether by an amount equal to, greater than,
or less than its Applicable Percentage of such requested increase. Any Lender
not responding within such time period shall be deemed to have declined to
increase its Commitment.

            (c) Notification by Administrative Agent; Additional Lenders. The
Administrative Agent shall notify the Borrowers and each Lender of the Lenders'
responses to each request made hereunder. To achieve the full amount of a
requested increase and subject to the approval of the Administrative Agent and
the L/C Issuer (which approvals shall not be unreasonably withheld), the
Borrowers may also invite additional Eligible Assignees to become Lenders
pursuant to a Joinder Agreement in form and substance reasonably satisfactory to
the Administrative Agent and its counsel.

            (d) Effective Date and Allocations. If the Aggregate Commitments are
increased in accordance with this Section, the Administrative Agent and the
Borrowers shall determine the effective date (the "Increase Effective Date") and
the final allocation of such increase. The Administrative Agent shall promptly
notify the Borrowers and the Lenders of the final allocation of such increase
and the Increase Effective Date.

            (e) Conditions to Effectiveness of Increase. As a condition
precedent to such increase, the Borrowers shall deliver to the Administrative
Agent a certificate of each Loan Party dated as of the Increase Effective Date
(in sufficient copies for each Lender) signed by a Responsible Officer of such
Loan Party (i) certifying and attaching the resolutions adopted by such Loan
Party approving or consenting to such increase, and (ii) in the case of the
Borrowers, certifying that, before and after giving effect to such increase, to
the knowledge of Borrowers

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(A) the representations and warranties contained in Article V and the other Loan
Documents are true and correct, on and as of the Increase Effective Date, except
to the extent that such representations and warranties specifically refer to an
earlier date, in which case, to the knowledge of the Borrowers, they are true
and correct as of such earlier date, and except that for purposes of this
Section 2.15, the representations and warranties contained in subsections (a)
and (b) of Section 5.05 shall be deemed to refer to the most recent statements
furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and
(B) no Default exists. The Borrowers shall prepay any Revolving Loans
outstanding on the Increase Effective Date (and pay any additional amounts
required pursuant to Section 3.05) to the extent necessary to keep the
outstanding Revolving Loans ratable with any revised Applicable Percentages
arising from any nonratable increase in the Revolving Commitments under this
Section. Notwithstanding any provisions of this Agreement to the contrary, the
Borrowers may borrow from the Lenders providing such increase in the Revolving
Commitments (on a non pro rata basis with Lenders not providing such increase)
in order to fund such prepayment.

            (f) Conflicting Provisions. This Section shall supersede any
provisions in Sections 2.13 or 10.01 to the contrary.

                                  ARTICLE III.
                     TAXES, YIELD PROTECTION AND ILLEGALITY

      3.01 TAXES.

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

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

            (c) Indemnification by the Borrowers. The Borrowers shall indemnify
the Administrative Agent, each Lender and the L/C Issuer, within 10 days after
demand therefor (accompanied by reasonable back-up documentation), for the full
amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or
Other Taxes imposed or asserted on or attributable to amounts payable under this
Section) paid by the Administrative Agent, such Lender or the L/C Issuer, as the
case may be, and any penalties, interest and reasonable expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes or
Other Taxes

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were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability delivered
to the Borrowers by a Lender or the L/C Issuer (with a copy to the
Administrative Agent), or by the Administrative Agent on its own behalf or on
behalf of a Lender or the L/C Issuer, setting forth in reasonable detail the
basis and calculation of such amounts, shall be conclusive absent manifest
error.

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

            (e) Status of Lenders. Any Administrative Agent, L/C Issuer or
Lender that is entitled to an exemption from or reduction of withholding tax
under the law of the jurisdiction in which the Borrowers are resident for tax
purposes, or any treaty to which such jurisdiction is a party, with respect to
payments hereunder or under any other Loan Document shall deliver to the
Borrowers (with a copy to the Administrative Agent), at the time or times
prescribed by applicable law or reasonably requested by the Borrowers or the
Administrative Agent, such properly completed and executed documentation
prescribed by applicable law as will permit such payments to be made without
withholding or at a reduced rate of withholding. In addition, any Administrative
Agent, L/C Issuer or Lender, if requested by the Borrowers or the Administrative
Agent, shall deliver such other documentation prescribed by applicable law or
reasonably requested by the Borrowers or the Administrative Agent as will enable
the Borrowers or the Administrative Agent to determine whether or not such
Administrative Agent, L/C Issuer or Lender is subject to backup withholding or
information reporting requirements.

            Without limiting the generality of the foregoing, in the event that
the Borrowers are resident for tax purposes in the United States, any
Administrative Agent, L/C Issuer or Lender shall deliver to the Borrowers and
the Administrative Agent (in such number of copies as shall be requested by the
recipient) on or prior to the date on which such Person becomes a party to this
Agreement (and from time to time thereafter upon the request of the Borrowers or
the Administrative Agent, but only if such Person is legally entitled to do so),
and upon a change in circumstances requiring the delivery of new forms and/or
documentation, whichever of the following is applicable:

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

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

                  (iii) in the case of a Foreign Lender claiming the benefits of
            the exemption for portfolio interest under Section 881(c) of the
            Code, (x) a certificate to the effect that such Foreign Lender is
            not (A) a "bank" within the meaning of Section 881(c)(3)(A) of the
            Code, (B) a "10 percent shareholder"

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            of any Borrower within the meaning of Section 881(c)(3)(B) of the
            Code, or (C) a "controlled foreign corporation" described in Section
            881(c)(3)(C) of the Code and (y) duly completed copies of Internal
            Revenue Service Form W-8BEN,

                  (iv) in the case of any Administrative Agent, Lender or L/C
            Issuer that is a "United States person" within the meaning of
            Section 7701(a)(30) of the Code, duly completed copies of Internal
            Revenue Service W-9, establishing a complete exemption from backup
            withholding taxes; provided, however, that such a Person that the
            Borrowers are entitled to treat as an "exempt recipient" (without
            regard to whether any Borrower has requested any certificates or
            forms in this respect) shall not be required to provide such form,
            and/or

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

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

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

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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 Rate
Loans of such Lender to Base Rate Loans, either on the last day of the Interest
Period therefor, if such Lender may lawfully continue to maintain such
Eurodollar Rate Loans to such day, or immediately, if such Lender may not
lawfully continue to maintain such Eurodollar Rate Loans. Upon any such
prepayment or conversion, the Borrowers shall also pay accrued interest on the
amount so prepaid or converted.

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

      3.04 INCREASED COSTS; RESERVES ON EURODOLLAR RATE LOANS.

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

                  (i) impose, modify or deem applicable any reserve, special
              deposit, compulsory loan, insurance charge or similar requirement
              against assets of, deposits with or for the account of, or credit
              extended or participated in by, any Lender (except any reserve
              requirement contemplated by Section 3.04(e)) or the L/C Issuer;

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

                  (iii) impose on any Lender or the L/C Issuer or the London
              interbank market any other condition, cost or expense affecting
              this

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              Agreement or Eurodollar Loans made by such Lender or any Letter of
              Credit or participation therein;

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

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

            (c) Certificates for Reimbursement. A certificate of a Lender or the
L/C Issuer setting forth the amount or amounts necessary to compensate such
Lender or the L/C Issuer or its holding company, as the case may be, as
specified in subsection (a) or (b) of this Section and delivered to the
Borrowers shall be conclusive absent manifest error. The Borrowers shall pay
such Lender or the L/C Issuer, as the case may be, the amount shown as due on
any such certificate within 10 days after receipt thereof (accompanied by
reasonable back-up documentation).

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

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then the nine-month period referred to above shall be extended to include the
period of retroactive effect thereof).

            (e) Reserves on Eurodollar Rate Loans. 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 Rate 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 10 days' prior notice (with
a copy to the Administrative Agent) of such additional interest from such
Lender. If a Lender fails to give notice 10 days prior to the relevant Interest
Payment Date, such additional interest shall be due and payable 10 days from
receipt of such notice.

      3.05 COMPENSATION FOR 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
Eurodollar Rate Loan on a day other than the last day of the Interest Period for
such Eurodollar Rate 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 Eurodollar Rate Loan on the date or in the amount notified by the Borrowers;
or

            (c) any assignment of a Eurodollar Rate Loan on a day other than the
last day of the Interest Period therefor as a result of a request by the
Borrowers pursuant to Section 10.13;

            including 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 (but excluding any
loss relating to the Applicable Revolving Rate and/or Applicable Term Rate or
anticipated profits). 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 Rate Loan made by it at the Eurodollar 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 Rate Loan was in fact so funded.

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      3.06 MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS.

            (a) Designation of a Different Lending Office. If any Lender
requests compensation under Section 3.04, or the Borrowers are required to pay
any additional amount to any Lender or any Governmental Authority for the
account of any Lender pursuant to Section 3.01, or if any Lender gives a notice
pursuant to Section 3.02, then such Lender shall use reasonable efforts to
designate a different Lending Office for funding or booking its Loans hereunder
or to assign its rights and obligations hereunder to another of its offices,
branches or affiliates, if, in the judgment of such Lender, such designation or
assignment (i) would eliminate or reduce amounts payable pursuant to Section
3.01 or 3.04, as the case may be, in the future, or eliminate the need for the
notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not
subject such Lender to any unreimbursed cost or expense and would not otherwise
be disadvantageous to such Lender. The Borrowers hereby agree to pay all
reasonable costs and expenses incurred by any Lender in connection with any such
designation or assignment.

            (b) Replacement of Lenders. If any Lender requests compensation
under Section 3.04, or if the Borrowers are required to pay any additional
amount to any Lender or any Governmental Authority for the account of any Lender
pursuant to Section 3.01, the Borrowers may replace such Lender in accordance
with Section 10.13.

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

                                  ARTICLE IV.
          CONDITIONS PRECEDENT TO THE AMENDMENT AND RESTATEMENT OF THE
            EXISTING CREDIT AGREEMENTS AND FURTHER CREDIT EXTENSIONS

      4.01 CONDITIONS OF EFFECTIVENESS OF THIS AGREEMENT. The amendment and
restatement of the Existing Credit Agreements, the effectiveness of this
Agreement and the obligation of the L/C Issuer and each Lender to make its
initial Credit Extension hereunder is subject to satisfaction of the following
conditions precedent:

            (a) The Administrative Agent's receipt of the following, each of
which shall be originals or telecopies (followed promptly by originals) unless
otherwise specified, each properly executed by a Responsible Officer of the
signing Loan 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 each of the
Lenders.

                  (i) executed counterparts of this Agreement, the Guaranty, the
              Pledge Agreements and the Intra-Company Loan Subordination
              Agreement sufficient in number for distribution to the
              Administrative Agent, each Lender and the Borrowers;

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

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

                  (iv) such documents and certifications as the Administrative
              Agent may reasonably require to evidence that each Loan Party is
              duly organized or formed, and that each Loan Party is validly
              existing and in good standing in its jurisdiction of organization;

                  (v) favorable opinions of each of Skadden, Arps, Slate,
              Meagher & Flom LLP and Piper Rudnick LLP, special counsel to the
              Loan Parties, addressed to the Administrative Agent and each
              Lender, as to the matters set forth in Exhibit G and such other
              matters concerning the Loan Parties and the Loan Documents as the
              Required Lenders may reasonably request;

                  (vi) a certificate of a Responsible Officer of each Loan Party
              either (A) attaching copies of all consents, licenses and
              approvals required in connection with the execution, delivery and
              performance by such Loan Party and the validity against such Loan
              Party of the Loan Documents to which it is a party, and such
              consents, licenses and approvals shall be in full force and
              effect, or (B) stating that no such consents, licenses or
              approvals are so required;

                  (vii) a certificate signed by a Responsible Officer of the
              Borrowers certifying (A) that the conditions specified in Sections
              4.02(a) and (b) have been satisfied and (B) that there has been no
              event or circumstance since the date of the Audited Financial
              Statements that has had or could be reasonably expected to have,
              either individually or in the aggregate, a Material Adverse
              Effect;

                  (viii) a duly completed Compliance Certificate as of the last
              day of the fiscal quarter of the Borrowers' most recently ended
              prior to the Closing Date, signed by a Responsible Officer of the
              Borrowers;

                  (ix) evidence that all Liens securing obligations under the
              Existing Credit Agreements have been or concurrently with the
              Closing Date are being released and all amounts outstanding
              thereunder have been or concurrently with the Closing Date are
              being repaid in full; and

                  (x) such other assurances, certificates, documents, consents
              or opinions as the Administrative Agent, the L/C Issuer, the Swing
              Line Lender or the Required Lenders reasonably may require.

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            (b) Any fees required to be paid on or before the Closing Date
shall have been paid.

            (c) Unless waived by the Administrative Agent, the Borrowers shall
have paid all fees, charges and disbursements of counsel to the Administrative
Agent to the extent invoiced prior to or on the Closing Date, plus such
additional amounts of such fees, charges and disbursements as shall constitute
its reasonable estimate of such fees, charges and disbursements incurred or to
be incurred by it through the closing proceedings (provided that such estimate
shall not thereafter preclude a final settling of accounts between the Borrowers
and the Administrative Agent).

            Without limiting the generality of the provisions of Section 9.04,
for purposes of determining compliance with the conditions specified in this
Section 4.01, each Lender that has signed this Agreement shall be deemed to have
consented to, approved or accepted or to be satisfied with, each document or
other matter required thereunder 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.

      4.02 CONDITIONS TO ALL CREDIT EXTENSIONS. The obligation of each Lender to
honor any Request for Credit Extension (other than a Committed Loan Notice
requesting only a conversion of Committed Loans to the other Type, or a
continuation of Eurodollar Rate Loans) is subject to the following conditions
precedent:

            (a) The representations and warranties of the Borrowers and each
other Loan Party contained in Article V or any other Loan Document, or which are
contained in any document furnished at any time under or in connection herewith
or therewith, shall be true and correct on and as of the date of such Credit
Extension, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and
correct to the knowledge of the Borrowers only as of such earlier date, and
except that for purposes of this Section 4.02, the representations and
warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed
to refer to the most recent statements furnished pursuant to clauses (a) and
(b), respectively, of Section 6.01.

            (b) No Default shall exist, or would result from such proposed
Credit Extension or from the application of the proceeds thereof.

            (c) The Administrative Agent and, if applicable, the L/C Issuer or
the Swing Line Lender shall have received a Request for Credit Extension in
accordance with the requirements hereof.

            Each Request for Credit Extension (other than a Committed Loan
Notice requesting only a conversion of Committed Loans to the other Type or a
continuation of Eurodollar Rate Loans) submitted by the Borrowers shall be
deemed to be a representation and warranty to the knowledge of the Borrowers
that the conditions specified in Sections 4.02(a) and (b) have been satisfied on
and as of the date of the applicable Credit Extension.

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                                   ARTICLE V.
                         REPRESENTATIONS AND WARRANTIES

            Each Borrower represents and warrants to the Administrative Agent
and the Lenders that:

      5.01 EXISTENCE, QUALIFICATION AND POWER; COMPLIANCE WITH LAWS. Each Loan
Party (a) is duly organized or formed, validly existing and in good standing
under the Laws of the jurisdiction of its incorporation or organization, (b) has
all requisite power and authority and all requisite governmental licenses,
authorizations, consents and approvals to (i) own its assets and carry on its
business and (ii) execute, deliver and perform its obligations under the Loan
Documents to which it is a party, (c) is duly qualified and is licensed and in
good standing under the Laws of each jurisdiction where its ownership, lease or
operation of properties or the conduct of its business requires such
qualification or license, and (d) is in compliance with all Laws; except in each
case referred to in clause (b)(i), (c) or (d), to the extent that failure to do
so could not reasonably be expected to have a Material Adverse Effect.

      5.02 AUTHORIZATION; NO CONTRAVENTION. The execution, delivery and
performance by each Loan Party of each Loan 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, or require any
payment to be made under (i) any Contractual Obligation to which such Person is
a party or affecting such Person or the properties of such Person or any of its
Subsidiaries 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, except to the extent that any of the foregoing referred
to in clause (b) and (c) could not reasonably be expected to have a Material
Adverse Effect.

      5.03 GOVERNMENTAL AUTHORIZATION; OTHER CONSENTS. No approval, consent,
exemption, authorization, or other action by, or notice to, or filing with, any
Governmental Authority or any other Person is necessary or required in
connection with the execution, delivery or performance by, or enforcement
against, any Loan Party of this Agreement or any other Loan Document, except for
filings or recordings in respect of the Liens created pursuant to the Loan
Documents and except as may be required, in connection with the disposition of
any Collateral, by laws generally affecting the offering and sale of securities.

      5.04 BINDING EFFECT. This Agreement has been, and each other Loan
Document, when delivered hereunder, will have been, duly executed and delivered
by each Loan Party that is party thereto. This Agreement constitutes, and each
other Loan Document when so delivered will constitute, a legal, valid and
binding obligation of such Loan Party, enforceable against each Loan Party that
is party thereto in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditors' rights generally and by
general equitable principles (whether enforcement is sought by proceedings in
equity or at law).

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      5.05 FINANCIAL STATEMENTS; NO MATERIAL ADVERSE EFFECT.

            (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 REIT 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) together with the Form 10-K and Form 10-Q filings of the REIT, show all
material indebtedness and other liabilities, direct or contingent, of the
Borrowers and their Subsidiaries as of the respective dates thereof, including
liabilities for taxes, material commitments, Contractual Obligations and
Indebtedness in accordance with GAAP or which are required to be disclosed under
SEC rules and regulations.

            (b) The unaudited consolidated balance sheet of the Borrowers and
their Subsidiaries dated June 30, 2004, and the related consolidated statements
of income or operations and cash flows for the fiscal quarter ended on that date
(i) were prepared in accordance with GAAP consistently applied throughout the
period covered thereby, except as otherwise expressly noted therein, and (ii)
fairly present the financial condition of the Borrowers and their Subsidiaries
as of the date thereof and their results of operations for the period covered
thereby, subject, in the case of clauses (i) and (ii), to the absence of
footnotes and to normal year-end audit adjustments.

            (c) 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.

            (d) The consolidated financial projections of the REIT delivered
pursuant to Section 6.01(c) were prepared in good faith on the basis of the
assumptions stated therein, which assumptions were fair in light of the
conditions existing at the time of delivery of such forecasts, (it being
understood that such projections are subject to uncertainties and contingencies,
which may be beyond the control of the Borrowers and their Subsidiaries and that
no assurance is given by the Borrowers that such projections will be realized).

      5.06 LITIGATION. There are no actions, suits, proceedings, claims or
disputes pending or, to the knowledge of the Borrowers, threatened or
contemplated, at law, in equity, in arbitration or before any Governmental
Authority, by or against any Borrower or any of their Subsidiaries or against
any of their properties or revenues that (a) purport to affect or pertain to
this Agreement or any other Loan Document, or any of the transactions
contemplated hereby, or (b) except as specifically disclosed in Schedule 5.06,
either individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.

      5.07 NO DEFAULT. No member of the Borrowing Group is in default under or
with respect to any Contractual Obligation that could, either individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect. No
Default has occurred and is continuing or would result from the consummation of
the transactions contemplated by this Agreement or any other Loan Document.

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      5.08 OWNERSHIP OF PROPERTY; LIENS. Each member of the Borrowing Group 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,
taken as a whole, 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 Loan Parties and their Subsidiaries is subject to no Liens,
other than Liens permitted by Section 7.01.

      5.09 ENVIRONMENTAL COMPLIANCE. The Borrowers and their Subsidiaries have
conducted a review of the effect of existing Environmental Laws and known claims
alleging potential liability or responsibility for violation of any
Environmental Law on their respective businesses, operations and properties, and
as a result thereof the Borrower has reasonably concluded that, except as
specifically disclosed in Schedule 5.09, such Environmental Laws and claims
could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.

      5.10 INSURANCE. The properties of each Borrower and its Subsidiaries are
either (a) insured with financially sound and reputable insurance companies not
Affiliates of the Borrowers, in such amounts, or (b) self insured pursuant to a
program reasonably satisfactory to the Administrative Agent, in either case with
such deductibles and covering such risks as are customarily carried by companies
engaged in similar businesses and owning similar properties in localities where
such Borrower or the applicable Subsidiary operates.

      5.11 TAXES. Borrowers and their Subsidiaries 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, 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 provided in accordance with GAAP. There is no proposed tax
assessment against Borrowers or any of their Subsidiaries that would, if made,
have a Material Adverse Effect. Neither any Loan Party nor any Subsidiary
thereof is party to any material tax sharing agreement other than as disclosed
on Schedule 5.11, as such Schedule may be updated from time to time. Borrowers
may update Schedule 5.11 from time to time by providing written notice to
Administrative Agent.

      5.12 ERISA COMPLIANCE.

            (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 best
knowledge of the Borrowers, nothing has occurred which would prevent, or cause
the loss of, such qualification. The Borrowers 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.

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

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

      5.13 SUBSIDIARIES; EQUITY INTERESTS. To the best knowledge of the
Borrowers, as of December 31, 2003, Borrowers had no Subsidiaries (excluding
Subsidiaries which are immaterial to the Borrowing Group) other than those
specifically disclosed in the REIT's 10-K filed with the SEC for the fiscal year
ending December 31, 2003, which are disclosed in Schedule 5.13, and, as of the
Closing Date, all of the outstanding Equity Interests in such Subsidiaries have
been validly issued, are fully paid and nonassessable and are free and clear of
all Liens except as permitted under this Agreement. All of the outstanding
Equity Interests in the Borrowers have been validly issued and are fully paid
and nonassessable.

      5.14 MARGIN REGULATIONS; INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING
COMPANY ACT; REIT AND TAX STATUS; STOCK EXCHANGE LISTING.

            (a) No Borrower 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. Following the application of
the proceeds of each Borrowing or drawing under each Letter of Credit, not more
than 25% of the value of the assets (either of the Borrowers only or of the
Borrowing Group) subject to the provisions of Section 7.01 or subject to any
restriction contained in any agreement or instrument between the Borrowers, and
any Lender or any Affiliate of any Lender relating to Indebtedness and within
the scope of Section 8.01(e) will be margin stock.

            (b) None of the Borrowers, any Person Controlling the Borrowers, or
any Subsidiary (i) is a "holding company," or a "subsidiary company" of a
"holding company," or an "affiliate" of a "holding company" or of a "subsidiary
company" of a "holding company," within the meaning of the Public Utility
Holding Company Act of 1935, or (ii) is or is required to be registered as an
"investment company" under the Investment Company Act of 1940.

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<PAGE>

            (c) Except as disclosed to Administrative Agent, none of Borrowers
nor any wholly-owned Subsidiary (except for AIMCO Assurance Ltd., a Bermuda
corporation) is a "foreign person" within the meaning of Section 1445(f)(3) of
the Code.

            (d) The REIT currently has REIT Status and has maintained REIT
Status on a continuous basis since its formation. AIMCO is not an association
taxable as a corporation under the Code. The shares of common stock of the REIT
are listed on the NYSE, American Stock Exchange or NASDAQ Stock Exchange.

      5.15 DISCLOSURE. Each Borrower 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. No report, financial statement, certificate
or other information furnished by or on behalf of any Loan 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 Loan 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, the Borrowers
represent only that such information was prepared in good faith based upon
assumptions believed to be reasonable at the time made.

      5.16 COMPLIANCE WITH LAWS. Each Borrower and each of its Subsidiaries are
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.

      5.17 INTELLECTUAL PROPERTY; LICENSES, ETC. Each Borrower and each of its
Subsidiaries own, or possess the right to use, all of the trademarks, service
marks, trade names, copyrights, patents, patent rights, franchises, licenses and
other intellectual property rights (collectively, "IP Rights") that are
reasonably necessary for the operation of their respective businesses, without
conflict with the rights of any other Person, except as could not reasonably be
expected to have a Material Adverse Effect. To the knowledge of the Borrowers,
no slogan or other advertising device, product, process, method, substance, part
or other material now employed, or now contemplated to be employed, by the
Borrowers or any Subsidiary infringes upon any rights held by any other Person,
except as could not reasonably be expected to have a Material Adverse Effect. No
claim or litigation regarding any of the foregoing is pending or, to the
knowledge of the Borrowers, threatened, which, either individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect.

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                                   ARTICLE VI.
                              AFFIRMATIVE COVENANTS

            So long as any Lender shall have any Commitment hereunder, any Loan
or other Obligation (other than contingent indemnification obligations)
hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall
remain outstanding (unless Cash Collateralized in accordance with Section
2.03(g)), the Borrowers shall, and shall (except in the case of the covenants
set forth in Sections 6.01, 6.02, and 6.03) cause each Subsidiary to:

      6.01 FINANCIAL STATEMENTS. Deliver to the Administrative Agent, in form
and detail reasonably satisfactory to the Administrative Agent:

            (a) as soon as available, but in any event within 90 days after the
end of each fiscal year, a consolidated balance sheet of the REIT (and upon
request, AIMCO) on a consolidated basis as at the end of such fiscal year, and
the related consolidated statements of income or operations, shareholders'
equity and cash flows for such fiscal year, setting forth in each case in
comparative form the figures for the previous fiscal year, including the REIT's
(and upon request, AIMCO's) SEC Form 10-K for such period, all in reasonable
detail and prepared in accordance with GAAP, such consolidated statements to be
audited and accompanied by a report and opinion of Ernst & Young or another
independent certified public accountant 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 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;

            (b) as soon as available, but in any event within 45 days after the
end of each of the first three fiscal quarters of each fiscal year a
consolidated balance sheet of the REIT (and upon request, AIMCO) on a
consolidated basis as at the end of such fiscal quarter, and the related
consolidated statements of income or operations and cash flows for such fiscal
quarter and for the portion of the REIT's (and upon request, AIMCO'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,
such consolidated statements to be certified by at least two Responsible
Officers of the REIT (and upon request, AIMCO) as fairly presenting the
financial condition, results of operations, shareholders' equity and cash flows
of the REIT (and upon request, AIMCO) in accordance with GAAP, subject only to
normal year-end audit adjustments and the absence of footnotes; and

            (c) as soon as available, but in any event not less than 90 days
after the beginning of each fiscal year, forecasts prepared by management of the
Borrowers for such fiscal year in form and detail reasonably satisfactory to
Administrative Agent.

As to any information contained in materials furnished pursuant to Section
6.02(d), the Borrowers shall not be separately required to furnish such
information under clause (a) or (b) above, but the foregoing shall not be in
derogation of the obligation of the Borrowers to furnish

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the information and materials described in clauses (a) and (b) above at the
times specified therein.

      6.02 CERTIFICATES; OTHER INFORMATION. Deliver to the Administrative Agent,
in form and detail reasonably satisfactory to the Administrative Agent:

            (a) within 45 days after the end of the fiscal quarter ending
September 30, 2004, deliver a duly completed Compliance Certificate signed by a
Responsible Officer of the Borrowers with respect to such fiscal quarter;

            (b) 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 Borrowers;

            (c) promptly after any request by the Administrative Agent or any
Lender, copies of any detailed audit reports, management letters or
recommendations submitted to the board of directors (or the audit committee of
the board of directors) of the REIT by independent accountants in connection
with the accounts or books of the REIT or any Subsidiary, or any audit of any of
them;

            (d) promptly after the same are available, copies of each annual
report, proxy or financial statement or other report or communication sent to
the stockholders of the REIT, and copies of all quarterly reports on Form 10Q
and current reports on Form 8K which the REIT may file or be required to file
with the SEC under Section 13 or 15(d) of the Securities and Exchange Act, and
not otherwise required to be delivered to the Administrative Agent pursuant
hereto;

            (e) promptly, and in any event within five Business Days after
receipt thereof by any Borrower, copies of each material notice or other
material correspondence received from the SEC (or comparable agency in any
applicable non-U.S. jurisdiction) concerning any investigation or possible
investigation or other inquiry by such agency regarding financial or other
operational results of any Borrower (except to the extent prohibited by
confidentiality obligations required by the SEC or any comparable agency);

            (f) promptly, such additional information regarding the business,
financial or corporate affairs of the Borrowers or any Subsidiary, or compliance
with the terms of the Loan Documents, as the Administrative Agent or any Lender
may from time to time reasonably request;

            (g) promptly after the occurrence thereof, notice of the failure of
the REIT to maintain REIT Status or of any existing Subsidiary of the REIT to
maintain its status as a qualified REIT subsidiary under the Code, if and to the
extent required by applicable law; and

            (h) as soon as available, but in any event not less than forty-five
(45) days after the end of each fiscal quarter, the REIT's consolidated
financial projections for the current and the succeeding three fiscal quarters,
as prepared by the REIT's Chief Financial Officer and in a format and with such
detail as Administrative Agent may reasonably require.

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<PAGE>

            Documents required to be delivered pursuant to Section 6.01(a) or
(b) or Section 6.02(d) (to the extent any such documents are included in
materials otherwise filed with the SEC) may be delivered electronically and if
so delivered, shall be deemed to have been delivered on the date (i) on which
the Borrowers post such documents, or provide a link thereto on the Borrowers'
website on the Internet at the website address listed on Schedule 10.02; or (ii)
on which such documents are posted on the Borrowers' behalf on an Internet or
intranet website, if any, to which each Lender and the Administrative Agent have
access (whether a commercial, third-party website or whether sponsored by the
Administrative Agent), including the SEC's EDGAR website; provided that: (i) the
Borrowers shall deliver paper copies of such documents to the Administrative
Agent for any Lender 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 and (ii) except with respect to current
reports on Form 8-K, the Borrowers shall notify the Administrative Agent (by
telecopier or electronic mail) of the posting of any such documents and provide
to the Administrative Agent by electronic mail electronic versions (i.e., soft
copies) of such documents. Notwithstanding anything contained herein, in every
instance the Borrowers shall be required to provide paper copies of the
Compliance Certificates required by Section 6.02(b) to the Administrative Agent.
Except for such Compliance Certificates, the Administrative Agent shall have no
obligation to request the delivery or to maintain copies of the documents
referred to above, and in any event shall have no responsibility to monitor
compliance by the 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 hereby acknowledge that (a) the Administrative Agent
and/or the Joint Lead Arrangers will make available to the Lenders and the L/C
Issuer materials and/or information provided by or on behalf of the Borrowers
hereunder (collectively, "Borrower Materials") by posting the Borrower Materials
on IntraLinks or another similar electronic system (the "Platform") and (b)
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 hereby agree that (w)
all Borrower Materials (other than SEC Reports) 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; (x) by marking Borrower Materials "PUBLIC," the Borrowers shall be
deemed to have authorized the Administrative Agent, the Joint Lead Arrangers,
the L/C Issuer 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; (y) all SEC Reports
and all Borrower Materials marked "PUBLIC" are permitted to be made available
through a portion of the Platform designated "Public Investor;" and (z) the
Administrative Agent and the Joint Lead Arrangers shall be entitled to treat any
Borrower Materials (other than SEC Reports) that are not marked "PUBLIC" as
being suitable only for posting on a portion of the Platform not designated
"Public Investor."

      6.03 NOTICES. Promptly notify the Administrative Agent and each Lender:

            (a) of the occurrence of any Default, to the best knowledge of the
Borrowers;

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            (b) of any matter that has resulted or could reasonably be expected
to result in a Material Adverse Effect, including (i) breach or non-performance
of, or any default under, a Contractual Obligation of the Borrowers or any
Subsidiary; (ii) any dispute, litigation, investigation, proceeding or
suspension between the Borrowers or any Subsidiary and any Governmental
Authority; or (iii) the commencement of, or any material development in, any
litigation or proceeding affecting the Borrowers or any Subsidiary, including
pursuant to any applicable Environmental Laws;

            (c) of the occurrence of any ERISA Event; and

            (d) of any material change in accounting policies or financial
reporting practices by the REIT to the extent such change would have an effect
on calculations of financial covenants under this Agreement or the REIT's Funds
From Operations.

            Each notice pursuant to this Section shall be accompanied by a
statement of two Responsible Officers of the Borrowers setting forth details of
the occurrence referred to therein and stating what action the Borrowers have
taken and propose to take with respect thereto. Each notice pursuant to Section
6.03(a) shall describe with particularity any and all provisions of this
Agreement and any other Loan Document that have been breached.

      6.04 PAYMENT OF OBLIGATIONS. Pay and discharge as the same shall become
due and payable, all its obligations and liabilities, including (a) all tax
liabilities, assessments and governmental charges or levies upon it or its
properties or assets, unless the same are being contested in good faith by
appropriate proceedings diligently conducted and adequate reserves in accordance
with GAAP are being maintained by the Borrowers or such Subsidiary prior to the
imposition of such Lien; (b) all lawful claims which, if unpaid, would by law
become a Lien upon its property; and (c) all Indebtedness, as and when due and
payable, but subject to any subordination provisions contained in any instrument
or agreement evidencing such Indebtedness, in each case to the extent the
failure to do any of the foregoing could reasonably be expected to have a
Material Adverse Effect.

      6.05 PRESERVATION OF EXISTENCE, ETC. (a) Preserve, renew and maintain in
full force and effect the legal existence and good standing of (i) the Borrowers
and (ii) Loan Parties (other than the Borrowers) under the Laws of the
jurisdiction of its organization except in a transaction permitted by Section
7.04 and except with respect to the Loan Parties (other than the Borrowers)
where the failure to so preserve, renew and maintain would not reasonably be
expected to have a Material Adverse Effect; (b) take all reasonable action to
maintain all rights, privileges, permits, licenses and franchises necessary or
desirable in the normal conduct of its business, except to the extent that
failure to do so could not reasonably be expected to have a Material Adverse
Effect; and (c) preserve or renew all of its registered patents, trademarks,
trade names and service marks, the non-preservation of which could reasonably be
expected to have a Material Adverse Effect.

      6.06 MAINTENANCE OF PROPERTIES. (a) Maintain, preserve and protect all of
its material properties and equipment necessary in the operation of its business
in good working order and condition, ordinary wear and tear and transactions not
prohibited by this Agreement excepted;

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<PAGE>

(b) make all necessary repairs thereto and renewals and replacements thereof
except where the failure to do so could not reasonably be expected to have a
Material Adverse Effect; and (c) use the standard of care typical in the
industry in the operation and maintenance of its facilities.

      6.07 MAINTENANCE OF INSURANCE. Cause the properties of each Borrower and
its Subsidiaries to either be (a) insured with financially sound and reputable
insurance companies not Affiliates of the Borrowers, in such amounts, or (b)
self insured pursuant to a program reasonably satisfactory to the Administrative
Agent which Administrative Agent may review not more frequently than once
annually, in either case with such deductibles and covering such risks as are
customarily carried by companies engaged in similar businesses and owning
similar properties in localities where such Borrower or the applicable
Subsidiary operates. The Borrowers shall provide the Administrative Agent with
prior written notice of not less than 30 days of a material termination,
material reduction, material lapse or material cancellation in the aggregate
insurance coverage of the Borrowing Group.

      6.08 COMPLIANCE WITH LAWS. Comply in all material respects with the
requirements of all Laws and all orders, writs, injunctions and decrees
applicable to it or to its business or property, 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 could not reasonably be expected to have a
Material Adverse Effect.

      6.09 BOOKS AND RECORDS. (a) Maintain proper books of record and account,
in which correct entries in conformity with GAAP consistently applied shall be
made of financial transactions and matters involving the assets and business of
the Borrowers and its Subsidiaries, as the case may be; and (b) maintain such
books of record and account in material conformity with all applicable
requirements of any Governmental Authority having regulatory jurisdiction over
the Borrowers and their Subsidiaries, as the case may be.

      6.10 INSPECTION RIGHTS. Permit representatives and independent contractors
of the Administrative Agent and each Lender to visit and inspect any of its
properties, to examine its corporate, financial and operating records, and make
copies thereof or abstracts therefrom, and to discuss its affairs, finances and
accounts with its officers and key employees, all at the expense of the
Borrowers and at such reasonable times during normal business hours and as often
as may be reasonably desired, upon reasonable advance (no less than forty-eight
(48) hours') notice to the Borrowers; provided, however, that when an Event of
Default exists the Administrative Agent or any Lender (or any of their
respective representatives or independent contractors) may do any of the
foregoing at the expense of the Borrowers at any time during normal business
hours and without advance notice including engage in discussions relating to the
Borrowers' affairs, finances and accounts with the Borrowers' directors and
independent public accountants. Notwithstanding anything to the contrary in this
Section 6.10, none of the Borrowers or any of their Subsidiaries will be
required to disclose, permit the inspection, examination or making of extracts,
or discussion of, any document, information or other matter that (i) in respect
of which disclosure to the Administrative Agent or the Lenders (or their
designated representative) is then prohibited by law or any agreement binding on
any Borrower or any of its Subsidiaries or (ii) is subject to attorney-client
privilege or constitutes attorney work product.

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      6.11 USE OF PROCEEDS.

            (a) Term Loans. The proceeds of the Term Loans shall be used to
repay the outstanding term loans under the applicable Existing Credit
Agreements. The proceeds of additional Term Loans made pursuant to any increase
in the Term Loan Commitments pursuant to Section 2.15 will be available to the
Borrowers to fund working capital and other corporate purposes, including
acquisitions, redevelopment of properties and the refinancing of existing and
future Indebtedness, all in accordance with this Agreement.

            (b) Revolving Loans. The proceeds of Revolving Loans will be
available to the Borrowers to fund working capital and other corporate purposes,
including acquisitions, redevelopment of properties and the refinancing of
existing and future Indebtedness, all in accordance with this Agreement.

      6.12 ADDITIONAL GUARANTORS.

            (a) Notify the Administrative Agent at the time that any Person
becomes a Wholly-Owned Subsidiary of the Borrowers if such Wholly-Owned
Subsidiary directly (without giving effect to Net Operating Income of any
Subsidiary owned by such Wholly-Owned Subsidiary) owns assets that are projected
to generate an amount of Net Operating Income equal to or greater than 1% of the
Net Operating Income of AIMCO for the next calendar quarter (each, a "Bottom
Tier Subsidiary"), and promptly after such Person becomes a Wholly-Owned
Subsidiary (and in any event within 60 days), cause such Person to (a) become a
Guarantor by executing and delivering to the Administrative Agent a counterpart
of the Guaranty or such other document as the Administrative Agent shall deem
appropriate for such purpose, and (b) deliver to the Administrative Agent the
documents referred to in clauses (iii) and (iv) of Section 4.01(a) and, if
required by Administrative Agent, favorable opinions of counsel to such Person
(which shall cover, among other things, the legality, validity, binding effect
and enforceability of the documentation referred to in clause (a)), all in form,
content and scope reasonably satisfactory to the Administrative Agent. If a
Bottom Tier Subsidiary is prohibited from providing a Guaranty by a Contractual
Obligation or Organization Documents, then the Borrowers shall cause a
Wholly-Owned Subsidiary which is not then a Guarantor and which owns an Equity
Interest in the Bottom Tier Subsidiary (each, a "Second Tier Subsidiary") to
instead execute and deliver the Guaranty. If a Second Tier Subsidiary is
prohibited from providing a Guaranty by a Contractual Obligation or Organization
Documents, then the Borrowers shall cause a Wholly-Owned Subsidiary which is not
then a Guarantor and which owns an Equity Interest in the Second Tier Subsidiary
to instead execute and deliver the Guaranty (to the extent such guaranty is not
prohibited by Contractual Obligation or Organization Documents).

            (b) With respect to any Wholly-Owned Subsidiary that becomes a
Guarantor pursuant to Section 6.12(a) and promptly after such Wholly-Owned
Subsidiary becomes a Guarantor (and in any event within 20 days), the Borrowers
shall cause the Stock or other Equity Interest in such Wholly-Owned Subsidiary
that becomes a Guarantor to be pledged to the Administrative Agent for the
benefit of the Lenders as Collateral under this Agreement (to the extent not
prohibited by Contractual Obligation or Organization Documents). Borrowers or
any applicable Subsidiary (to the extent not prohibited by Contractual
Obligation or Organization)

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shall execute and deliver to the Administrative Agent such amendments or
joinders to the Pledge Agreements as the Administrative Agent deems reasonably
necessary or desirable to grant to the Administrative Agent for the benefit of
the Lenders a perfected first priority security interest in the Stock or other
Equity Interest of such new Guarantor in accordance with the Pledge Agreements
and deliver to the Administrative Agent the certificates representing such Stock
or Equity Interest, together with undated stock powers, in blank, executed and
delivered by a duly authorized officer.

      6.13 INTRA-COMPANY DEBT. Intra-Company Debt (excluding a de minimis amount
thereof not to exceed $250,000) owed by the Borrowers or any Guarantor shall at
all times be subordinated in right of payment to the payment in full of the
Obligations in accordance with the terms of the Intra-Company Loan Subordination
Agreement.

                                  ARTICLE VII.
                               NEGATIVE COVENANTS

            So long as any Lender shall have any Commitment hereunder, any Loan
or other Obligation (other than contingent indemnification obligations)
hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall
remain outstanding (unless Cash Collateralized in accordance with Section
2.03(g)), each Borrower shall not, nor shall it permit any Subsidiary to,
directly or indirectly:

      7.01 LIENS. Create, incur, assume or suffer to exist any Lien upon any of
its property, assets or revenues, whether now owned or hereafter acquired, other
than the following; provided that in no event may the Negative Pledge Assets be
subject to any such Liens consisting of a perfected security interest (other
than Liens in favor of Borrower or Guarantor):

            (a) Liens pursuant to any Loan Document;

            (b) Liens existing on the date hereof and listed on Schedule 7.01
and any renewals or extensions thereof;

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

            (d) carriers', warehousemen's, mechanics', landlords',
materialmen's, repairmen's or other like Liens arising in the ordinary course of
business which are not overdue for a period of more than 60 days or which are
being contested in good faith and by appropriate proceedings diligently
conducted, if adequate reserves with respect thereto are maintained on the books
of the applicable Person;

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

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

            (g) easements, rights-of-way, restrictions and other similar
encumbrances affecting real property in the ordinary conduct of the business of
the applicable Person;

            (h) Liens securing judgments for the payment of money not
constituting an Event of Default under Section 8.01(h) or securing appeal or
other surety bonds related to such judgments;

            (i) statutory, contractual or common law landlords' Liens under
leases to which any Borrower or any Subsidiary thereof is a party;

            (j) Liens securing reimbursement obligations with respect to letters
of credit and banker's acceptances which encumber only documents and other
property relating to such letters of credit and the products and proceeds
thereof;

            (k) Liens arising solely by virtue of any statutory or common law
provision relating to banker's liens, rights of setoff or similar rights and
remedies as to deposit accounts or other funds maintained with a creditor
depository institution; provided that (i) such deposit account is not a
dedicated cash collateral account and is not subject to restrictions against
access by the depositor in excess of those set forth by regulations promulgated
by the Federal Reserve Board, and (ii) such deposit account is not intended by
the depositor to provide collateral to the depository institution as security
for Indebtedness for borrowed money;

            (l) Liens securing Indebtedness permitted under Section 7.03(e),
(g), (h), (i) or (j);

            (m) Liens supporting purchase options or obligations and Guarantees
not prohibited by this Agreement;

            (n) Liens on property of a Person which becomes a Subsidiary of any
Borrower or any Subsidiary thereof after the date hereof; provided that (i) such
Liens existed at the time such Person becomes a Subsidiary of any Borrower or
any Subsidiary thereof and were not incurred or otherwise created in
anticipation thereof, and (ii) any such Lien is not expanded to cover any other
Property of such Person after the time such Person becomes a Subsidiary of any
Borrower or any Subsidiary thereof;

            (o) licenses, leases or subleases granted to other Persons in the
ordinary course of business not materially interfering with the conduct of the
business of the Loan Parties, taken as a whole;

            (p) Liens in connection with the Contingent Acquisition Notes;

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            (q) Liens arising from precautionary UCC financing statement filings
regarding operating leases entered into by any Borrower or any Subsidiary
thereof; and

            (r) Liens arising from sale-leaseback transactions.

      7.02 INVESTMENTS. Make any Investments, except:

            (a) Investments held by any Borrower or any of its Subsidiaries in
the form of Cash, Cash Equivalents or short-term marketable securities;

            (b) Investments of the Borrowers in any Subsidiary or any other
Borrower, Investments of any Subsidiary in the Borrowers or in another
Subsidiary and Investments in any Person that, as a result of or in connection
with such Investment, becomes or will become a Subsidiary of a Borrower;

            (c) Investments consisting of extensions of credit in the nature of
accounts receivable or notes receivable arising from the grant of trade credit
in the ordinary course of business, and Investments received in satisfaction or
partial satisfaction thereof from financially troubled account debtors to the
extent reasonably necessary in order to prevent or limit loss;

            (d) Guarantees permitted by Section 7.03;

            (e) Investments in Non-Core Assets, provided that at all times the
Borrowing Group's Share of Investments in Non-Core Assets has an aggregate book
value (i) that does not exceed 7.5% of the Gross Asset Value then in effect; and
(ii) that, together with the aggregate book value of the Borrowing Group's Share
of Investments permitted under Sections 7.02 (f) and (g), does not exceed 25% of
the Gross Asset Value then in effect;

            (f) Investments in Development Assets, provided that at all times
the Borrowing Group's Share of Investments in Development Assets has an
aggregate book value (i) that does not exceed 10% of the Gross Asset Value then
in effect; and (ii) that, together with the aggregate book value of the
Borrowing Group's Share of Investments permitted under Sections 7.02(e) and (g),
does not exceed 25% of the Gross Asset Value then in effect;

            (g) Investments in Non-Controlled Entities, provided that at all
times the Borrowing Group's Share of Investments in Non-Controlled Entities has
an aggregate net book value (valued at the Borrowing Group's Share of the book
value less depreciation and associated Indebtedness) (i) that does not exceed
20% of the Gross Asset Value then in effect; and (ii) that together with the
aggregate book value of the Borrowing Group's Share of Investments permitted
under Sections 7.02(e) and (f), does not exceed 25% of the Gross Asset Value
then in effect;

            (h) Investments existing on the date hereof;

            (i) Investments consisting of advances to officers, directors and
employees of the Borrowers and their Subsidiaries for travel, entertainment,
relocation and similar ordinary business purposes;

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            (j) Investments permitted by Section 7.04;

            (k) Investments in Intra-Company Debt;

            (l) Investments in respect of Swap Contracts permitted under Section
7.03(d);

            (m) Investments in the ordinary course of the Borrowers and their
Subsidiaries' business not otherwise permitted under this Section 7.02, in an
aggregate amount at any time outstanding not to exceed $10,000,000; and

            (n) Investments in multi-family apartment projects (including those
with de minimis commercial aspects) in fee simple or leasehold interests therein
or partnership, joint venture interests or other Investments (including capital
contributions or partner loans) in Persons that directly or indirectly own
interests in multi-family apartment projects (including those with de minimis
commercial aspects) and other real property acquired in connection with any such
Investment that the Borrowers or the applicable Subsidiary intend to dispose of
as soon as commercially reasonable.

      7.03 INDEBTEDNESS. Create, incur, assume or suffer to exist any
Indebtedness, except:

            (a) Indebtedness under the Loan Documents;

            (b) (i) Indebtedness outstanding on the date hereof and listed on
Schedule 7.03(b)(i) and any refinancings, refundings, renewals or extensions
thereof, and (ii) all cross-collateralized and cross-defaulted Indebtedness
outstanding on the date hereof and listed on Schedule 7.03(b)(ii) and such
existing cross-collateralized and cross-defaulted Indebtedness shall be
satisfactory to Administrative Agent;

            (c) Guarantees by any Borrower or any Subsidiary in respect of
Indebtedness otherwise permitted hereunder of the Borrowers or any Subsidiary;

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

            (e) Indebtedness in respect of capital leases and purchase money
obligations for fixed or capital assets;

            (f) Intra-Company Debt;

            (g) Recourse Indebtedness of the Borrowers, the Guarantors and their
Subsidiaries (whether secured or unsecured and including Indebtedness under the
Loan

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Documents) in an aggregate principal amount not to exceed at any time an amount
equal to 15% of Gross Asset Value at such time; provided, further, however, that
Recourse Indebtedness which is "pari passu" Recourse Indebtedness shall not
exceed at any time an amount equal to 10% of Gross Asset Value at such time. For
purposes of this Section 7.03(g), "pari passu" Recourse Indebtedness means and
includes the Indebtedness under the Loan Documents, Indebtedness under any
revolving or term credit facility, whether unsecured or secured in whole or in
part by the Collateral which is pledged to secure the Obligations, to the extent
such term or revolving credit facility is Recourse to the Borrowers or any of
same Guarantors of the Obligations or the other Loan Parties; provided, that,
"pari passu" Recourse Indebtedness shall not include construction loan or
project financings, or Guarantees thereof, of or by the Borrowers, Guarantors or
the other Loan Parties. All Recourse Indebtedness outstanding on the Closing
Date (other than the Indebtedness under the Loan Documents) is listed on
Schedule 7.03(g)(i) and all "pari passu" Recourse Indebtedness outstanding on
the Closing Date (other than the Indebtedness under the Loan Documents) is
listed on Schedule 7.03(g)(ii);

            (h) secured Indebtedness of the Borrowers, the Guarantors and their
Subsidiaries which is not Recourse Indebtedness of the Borrowers, the Guarantors
or any of their Subsidiaries;

            (i) Indebtedness of the Borrowers and their Subsidiaries consisting
of "exceptions to nonrecourse" guaranties of non-recourse Indebtedness otherwise
permitted under this Section 7.03 or of other Indebtedness permitted under this
Section 7.03; provided, that, "exceptions to non-recourse" shall include the
types of additional exceptions customarily required by Federal National Mortgage
Association or Federal Home Loan Mortgage Corporation from time to time in their
standard form loan documentation and customary contingent environmental
indemnities required in connection with Non-Recourse Indebtedness permitted
hereunder;

            (j) Indebtedness in respect of performance bonds, bid bonds, appeal
bonds, surety bonds and similar obligations and trade-related letters of credit,
in each case, provided in the ordinary course of business, and any extension,
renewal or refinancing thereof to the extent not provided to secure the
repayment of other Indebtedness which Indebtedness existing on the Closing Date
is listed on Schedule 7.03(j);

            (k) Indebtedness under bonds supporting utility deposits or
insurance or other comparable security deposits or property taxes, in each case
incurred in the ordinary course of business;

            (l) Indebtedness arising from the honoring of a check, draft or
similar instrument against insufficient funds;

            (m) Indebtedness in respect of the Contingent Acquisition Notes;

            (n) customary title company indemnities required in connection with
Non-Recourse Indebtedness permitted hereunder, Dispositions and acquisitions of
property not prohibited hereunder;

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            (o) Indebtedness consisting of the financing of insurance premiums
or otherwise arising in connection with insurance arrangements of the Borrowers
or any of their Subsidiaries in the ordinary course of business; and

            (p) endorsements for collection or deposit in the ordinary course of
business.

      7.04 FUNDAMENTAL CHANGES. Merge or consolidate with or into another
Person, except that, so long as no Default exists or would result therefrom:

            (a) any Subsidiary may merge or consolidate with (i) any Borrower,
provided that such Borrower shall be the continuing or surviving Person, or (ii)
any one or more other Subsidiaries;

            (b) Subsidiaries of the Borrowers may engage in reverse mergers or
internal reorganizations whereby a Subsidiary or Subsidiaries merge into or with
one or more Subsidiaries of the Borrowers or any Guarantor or any combination
thereof; and

            (c) any Borrower or any Subsidiary of any Borrower may merge, or
consolidate with another Person; provided that each of the following conditions
are satisfied: (A) Borrowers certify to Administrative Agent that (1) if a
Borrower is a party to such merger or consolidation, such Borrower will be the
surviving Person of such merger; (2) to the best knowledge of the Borrowers,
prior to the consummation of the transaction, the transaction will not cause the
Borrowers to be in breach of the representations and warranties of this
Agreement and the other Loan Documents; and (3) the transaction will not cause
the Borrowers to be in breach of the covenants of this Agreement and the other
Loan Documents, including financial covenants, after the consummation thereof;
and (B) the Borrowers provide the Administrative Agent with a pro forma
Compliance Certificate that demonstrates that after the consummation of the
proposed transaction the Borrowers will be in compliance with the financial
covenants in this Agreement.

      7.05 INTENTIONALLY DELETED.

      7.06 RESTRICTED PAYMENTS. Declare or make any Restricted Payment, except
that:

            (a) each Subsidiary may make Restricted Payments to the Borrowers,
the Guarantors or any Subsidiary of the Borrowers and any other Person that owns
an Equity Interest in such Subsidiary, ratably, in the case of such other
Persons that are not Borrowers or Subsidiaries, according to their respective
holdings of the type of Equity Interest in respect of which such Restricted
Payment is being made; and each Borrower may make Restricted Payments to any
other Borrower or any Subsidiary that owns an Equity Interest in such Borrower;

            (b) the Borrowers and each Subsidiary may declare and make dividend
payments or other distributions payable solely in the common stock or other
common Equity Interests of such Person;

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            (c) subject to Section 7.06(e), the purchase, redemption or other
acquisition of any Equity Interests of the Borrowers or any Subsidiaries;
provided, that, at the time or as a result thereof there shall exist no Default
or Event of Default;

            (d) dividends and distributions (excluding those dividends and
distributions otherwise permitted under this Section 7.06) in an aggregate
amount that, during any four consecutive fiscal quarter period for which
financials are available, do not exceed the greater of (i) 95% of Funds From
Operations for such four consecutive fiscal quarter period, and (ii) such amount
as may be necessary for the REIT to maintain REIT Status; and

            (e) the purchase, redemption or other acquisition of common Stock of
the REIT in an amount that does not exceed 80% of Net Disposition Proceeds for
the most recently ended four fiscal quarter period, and provided that in all
events at the time of or as a result of any such purchase, redemption or other
acquisition there shall exist no Default or Event of Default.

            Nothing in Sections 7.06(a), (b) (c) or (d) shall prohibit (A) any
Borrower or any Subsidiary of any Borrower from making tender offers for or
otherwise acquiring for value any Equity Interests, now or hereafter
outstanding, of any Borrower or any Subsidiary of any Borrower which were not
issued by such acquiring Borrower or Subsidiary or (B) any Restricted Payment by
any Person pursuant to such Person's Organization Documents, including any
Restricted Payment funded with proceeds from Dispositions of assets.

      7.07 CHANGE IN NATURE OF BUSINESS. Engage in any material line of business
substantially different from those lines of business conducted by the Borrowers
and their Subsidiaries on the date hereof or any business substantially related
or incidental or ancillary thereto.

      7.08 TRANSACTIONS WITH AFFILIATES. Enter into any transaction of any kind
with any Affiliate of the Borrowers, whether or not in the ordinary course of
business, other than (a) any transaction not prohibited by this Agreement, (b)
transactions on fair and reasonable terms substantially as favorable to the
Borrowers or such Subsidiary as would be obtainable by the Borrowers or such
Subsidiary at the time in a comparable arm's length transaction with a Person
other than an Affiliate, (c) transactions between or among Borrowers and their
respective Subsidiaries, (d) employment, compensation and indemnification
arrangements with officers and directors of Borrowers and their respective
Subsidiaries, (e) fees payable in connection with directors' fees and services
rendered to the Board of Directors of Borrowers and their respective
Subsidiaries, (f) loans and advances to officers and directors of Borrowers and
their respective Subsidiaries, and (g) transactions contemplated in the Casden
Acquisition documentation.

      7.09 BURDENSOME AGREEMENTS. Enter into any Contractual Obligation (other
than this Agreement or any other Loan Document) that (a) limits the ability of
any Wholly-Owned Subsidiary to make Restricted Payments to the Borrowers or any
Guarantor or to otherwise transfer property to the Borrowers or any Guarantor,
except for (A) any restrictions existing under or pursuant to any Indebtedness
permitted under Section 7.03 or any Liens permitted under Section 7.02, (B)
customary provisions in leases, subleases, licenses and other contracts

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restricting the assignment thereof, (C) any restriction existing by reason of
applicable law, (D) restrictions in or contemplated by any Borrower's, any
Subsidiary's or any Non-Controlled Entities' Organization Documents, or (E)
restrictions in contracts for sales, management, development or Dispositions of
property not prohibited hereby; provided, that, such restrictions relate only to
the property being managed, developed or disposed of.

      7.10 USE OF PROCEEDS. Use the proceeds of any Credit Extension, whether
directly or indirectly, and whether immediately, incidentally or ultimately, to
purchase or carry margin stock (within the meaning of Regulation U of the FRB)
or to extend credit to others for the purpose of purchasing or carrying margin
stock or to refund indebtedness originally incurred for such purpose.

      7.11 FINANCIAL COVENANTS.

            (a) Permit the Fixed Charge Coverage Ratio to be less than 1.30:1.00
at any time;

            (b) Permit the Debt Service Coverage Ratio to be less than 1.60:1.00
at any time;

            (c) Permit the Secured Indebtedness Ratio to exceed 0.60:1.00 at any
time;

            (d) Permit the Leverage Ratio to exceed 0.65:1.00 at any time;

            (e) Permit Adjusted Tangible Net Worth at any time to be less than
the sum of (x) 85% of Adjusted Tangible Net Worth as of the Closing Date, plus
(y) 85% of the net issuance proceeds of all issuances to Persons other than the
Borrowers or Subsidiaries of Stock or Partnership Units from and after the
Closing Date;

            (f) Permit the aggregate principal amount of the Borrowing Group's
Share of all cross collateralized or cross-defaulted Indebtedness to exceed
17.5% of Total Funded Indebtedness at any time;

            (g) Permit the Variable Rate Debt Ratio to exceed 0.35:1.00 at any
time; or

            (h) Permit the aggregate outstanding principal amount of the
Borrowing Group's Share of Aggregate Recourse Indebtedness to exceed 15% of
Gross Asset Value at any time.

      7.12 SPECIAL COVENANTS RELATING TO THE REIT. In the case of the REIT:

            (a) Make any disposition of or encumber, pledge or hypothecate,
whether directly or indirectly, all or any portion of its direct or indirect
equity interest in AIMCO at any time or any rights to distributions or dividends
from AIMCO other than (x) to AIMCO or a wholly-owned Subsidiary, and (y) any
pledges of equity interests in connection with this Agreement;

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            (b) At any time and for any reason, fail to own, either directly or
through one or more Wholly-Owned Subsidiaries of the REIT, more than 50% of the
aggregate outstanding partnership interests in AIMCO;

            (c) Fail for any reason whatsoever, whether voluntarily or
involuntarily, either directly or through one or more wholly-owned Subsidiaries
of the REIT, to be the sole general partner of AIMCO at any time;

            (d) Cease to have its common Stock listed on the NYSE, the American
Stock Exchange, or the Nasdaq Stock Exchange; or

            (e) Cease to have REIT Status or fail to comply with the
requirements of the Code relating to qualified REIT subsidiaries in respect of
its ownership of any Subsidiary of the REIT to the extent required under the
Code and applicable law.

      7.13 TAXATION OF AIMCO. In the case of AIMCO, become an association
taxable as a corporation or cease to be taxed as a partnership under the Code.

                                  ARTICLE VIII.
                         EVENTS OF DEFAULT AND REMEDIES

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

            (a) Non-Payment. The Borrowers or any other Loan Party fails to pay
(i) when and as required to be paid herein, any amount of principal of any Loan
or any L/C Obligation, or (ii) within five days after the same becomes due, any
interest on any Loan or on any L/C Obligation, or any fee due hereunder, or
(iii) within five days after the same becomes due, any other amount payable
hereunder or under any other Loan Document; or

            (b) Specific Covenants. The Borrowers fail to perform or observe any
term, covenant or agreement contained in any of Section 6.01, 6.02 (other than
6.02(c),(d), or (f)), 6.03, 6.05, 6.11 or 6.12 or Article VII, or any Guarantor
fails to perform or observe any term, covenant or agreement contained the
Guaranty; or

            (c) Other Defaults. Any Loan Party fails to perform or observe any
other covenant or agreement (not specified in subsection (a) or (b) above)
contained in any Loan Document on its part to be performed or observed and such
failure continues for 20 days (or such other period as may be specified in the
applicable Loan Document) after the earlier of (i) the date upon which a
Responsible Officer knew or received written notice of such failure or (ii) the
date upon which written notice thereof is given to the Borrowers by the
Administrative Agent or any Lender; or

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

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            (e) Cross-Default. (i) The Borrowers or any Subsidiary (A) fail,
after any applicable cure period, to make any payment when due (whether by
scheduled maturity, required prepayment, acceleration, demand, or otherwise) in
respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and
Indebtedness under Swap Contracts) having an aggregate principal amount
(including amounts owing to all creditors under any combined or syndicated
credit arrangement) of more than the applicable Threshold Amount, or (B) fail,
after any applicable cure period, to observe or perform any other agreement or
condition relating to any such Indebtedness or Guarantee or contained in any
instrument or agreement evidencing, securing or relating thereto, or any other
event occurs, the effect of which default or other event is to cause, or to
permit the holder or holders of such Indebtedness or the beneficiary or
beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder
or holders or beneficiary or beneficiaries) 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 which offer is not complied with within applicable
periods, or such Guarantee to become payable or cash collateral in respect
thereof to be demanded; provided, that, any failure, occurrence of an event, or
non-compliance referred to in clause (A) or (B) shall only be deemed to have
occurred with respect to any Indebtedness or Guarantee that is secured by real
property and which is characterized as "nonrecourse" after Borrower has received
30 days' written notice thereof from the applicable lender; or (ii) 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 the Borrowers or any Subsidiary 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 the Borrowers or any Subsidiary is an Affected Party (as so
defined) and, in either event, the Swap Termination Value owed by the Borrowers
or such Subsidiary as a result thereof is greater than the Threshold Amount; or

            (f) Insolvency Proceedings, Etc. Any Loan Party or any Subsidiary
thereof which individually generates more than 2% of AIMCO's Net Operating
Income or any Subsidiaries which collectively in the aggregate generate more
than 5% of AIMCO's Net Operating Income (in each case for the prior four quarter
period), 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 property; or any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer is appointed without
the application or consent of such Person and the appointment continues
undischarged or unstayed for 60 calendar days; or any proceeding under any
Debtor Relief Law relating to any such Person or to all or any material part of
its property is instituted without the consent of such Person and continues
undismissed or unstayed for 60 calendar days, or an order for relief is entered
in any such proceeding; or

            (g) Inability to Pay Debts; Attachment. (i) Any Loan Party or any
Subsidiary which individually generates more than 2% of AIMCO's Net Operating
Income or any Subsidiaries thereof which collectively in the aggregate generate
more than 5% of AIMCO's Net Operating Income (in each case for the prior four
quarter period), becomes unable or admits in

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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 is issued
or levied against all or any material part of the property of any such Person
and is not released, vacated or fully bonded within 30 days after its issue or
levy; or

            (h) Judgments. There is entered against any Loan Party (i) a final
judgment or order for the payment of money in an aggregate amount exceeding
$35,000,000 (to the extent not covered by independent third-party insurance as
to which the insurer does not have a reasonable basis to 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 30 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 the Borrowers under Title IV of ERISA to the Pension
Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of
$10,000,000, or (ii) the Borrowers or any ERISA Affiliate fails to pay when due,
after the expiration of any applicable grace period, any installment payment
with respect to its withdrawal liability under Section 4201 of ERISA under a
Multiemployer Plan in an aggregate amount in excess of $10,000,000; or

            (j) Invalidity of Loan Documents. Any provision of any Loan
Document, at any time after its execution and delivery and for any reason other
than as expressly permitted hereunder or thereunder or as a result of
satisfaction in full of all the Obligations, ceases to be in full force and
effect (other than in accordance with its terms); or any Loan Party or Affiliate
thereof contests in any manner the validity or enforceability of any provision
of any Loan Document; or any Loan Party denies that it has any liability or
obligation under any Loan Document, or purports to revoke, terminate or rescind
any Loan Document; 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, (i) the Required Revolving Lenders with respect to Sections 8.02(a)
and (c) below, and (ii) the Required Lenders with respect to Sections 8.02(b)
and (d) below, 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 Loan Document to be immediately due and payable,
without presentment, demand, protest or other notice of any kind, all of which
are hereby expressly waived by the Borrowers;

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            (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 Loan Documents;

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 provided for in
Section 8.02 (or after the Loans have automatically become immediately due and
payable and the L/C Obligations have automatically been required to be Cash
Collateralized 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 fees, charges and
disbursements of counsel to the Administrative Agent 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 and the L/C Issuer (including fees, charges and disbursements of
counsel to the respective Lenders and the L/C Issuer (including fees and time
charges for attorneys who may be employees of any Lender or the L/C Issuer) and
amounts payable under Article III), ratably among them 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, L/C Borrowings and other Obligations,
ratably among the Lenders and the L/C Issuer in proportion to the respective
amounts described in this clause Third payable to them;

            Fourth, to payment of that portion of the Obligations constituting
unpaid principal of the Loans, L/C Borrowings and Obligations to Cash
Collateralize L/C Obligations comprised of the aggregate undrawn amount of
Letters of Credit, ratably among the Administrative Agent,

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Lenders and the L/C Issuer in proportion to the respective amounts described in
this clause Fourth held by them; and

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

Subject to Section 2.03(c), amounts used to Cash Collateralize 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 AUTHORITY. Each of the Lenders and the L/C Issuer
hereby irrevocably appoints Bank of America to act on its behalf as the
Administrative Agent hereunder and under the other Loan Documents and authorizes
the Administrative Agent to take such actions on its behalf and to exercise such
powers as are delegated to the Administrative Agent by the terms hereof or
thereof, together with such actions and powers as are reasonably incidental
thereto. The provisions of this Article (other than Sections 9.06 and 9.10) are
solely for the benefit of the Administrative Agent, the Lenders and the L/C
Issuer, and neither the Borrowers nor any other Loan Party shall have rights as
a third party beneficiary of any of such provisions.

      9.02 RIGHTS AS A LENDER. The Person serving as the Administrative Agent
hereunder shall have the same rights and powers in its capacity as a Lender as
any other Lender and may exercise the same as though it were not the
Administrative Agent and the term "Lender" or "Lenders" shall, unless otherwise
expressly indicated or unless the context otherwise requires, include the Person
serving as the Administrative Agent hereunder in its individual capacity. Such
Person and its Affiliates may accept deposits from, lend money to, act as the
financial advisor or in any other advisory capacity for and generally engage in
any kind of business with the Borrowers or any Subsidiary or other Affiliate
thereof as if such Person were not the Administrative Agent hereunder and
without any duty to account therefor to the Lenders.

      9.03 EXCULPATORY PROVISIONS. The Administrative Agent shall not have any
duties or obligations except those expressly set forth herein and in the other
Loan Documents. Without limiting the generality of the foregoing, the
Administrative Agent:

            (a) shall not be subject to any fiduciary or other implied duties,
regardless of whether a Default has occurred and is continuing;

            (b) shall not have any duty to take any discretionary action or
exercise any discretionary powers, except discretionary rights and powers
expressly contemplated hereby or by the other Loan Documents that the
Administrative Agent is required to exercise as directed in writing by the
Required Lenders (or such other number or percentage of the Lenders as shall be

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expressly provided for herein or in the other Loan Documents), provided that the
Administrative Agent shall not be required to take any action that, in its
opinion or the opinion of its counsel, may expose the Administrative Agent to
liability or that is contrary to any Loan Document or applicable law; and

            (c) shall not, except as expressly set forth herein and in the other
Loan Documents, have any duty to disclose, and shall not be liable for the
failure to disclose, any information relating to the Borrowers or any of their
Affiliates that is communicated to or obtained by the Person serving as the
Administrative Agent or any of its Affiliates in any capacity.

            The Administrative Agent shall not be liable for any action taken or
not taken by it (i) with the consent or at the request of the Required Lenders
or Required Revolving Lenders, as the case may be (or such other number,
percentage or class of the Lenders as shall be necessary, or as the
Administrative Agent shall believe in good faith shall be necessary, under the
circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence of
its own gross negligence or willful misconduct. The Administrative Agent shall
be deemed not to have knowledge of any Default unless and until written notice
describing such Default is given to the Administrative Agent by the Borrowers, a
Lender or the L/C Issuer, in which event Administrative Agent shall promptly
deliver such notice to Lenders.

            The Administrative Agent shall not be responsible for or have any
duty to ascertain or inquire into (i) any statement, warranty or representation
made in or in connection with this Agreement or any other Loan Document, (ii)
the contents of any certificate, report or other document delivered hereunder or
thereunder or in connection herewith or therewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth herein or therein or the occurrence of any Default, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other Loan
Document or any other agreement, instrument or document or (v) the satisfaction
of any condition set forth in Article IV or elsewhere herein, other than to
confirm receipt of items expressly required to be delivered to the
Administrative Agent.

      9.04 RELIANCE BY ADMINISTRATIVE AGENT. The Administrative Agent shall be
entitled to rely upon, and shall not incur any liability for relying upon, any
notice, request, certificate, consent, statement, instrument, document or other
writing (including any electronic message, Internet or intranet website posting
or other distribution) believed by it to be genuine and to have been signed,
sent or otherwise authenticated by the proper Person. The Administrative Agent
also may rely upon any statement made to it orally or by telephone and believed
by it to have been made by the proper Person, and shall not incur any liability
for relying thereon. In determining compliance with any condition hereunder to
the making of a Loan, or the issuance of a Letter of Credit, that by its terms
must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the
Administrative Agent may presume that such condition is satisfactory to such
Lender or the L/C Issuer unless the Administrative Agent shall have received
notice to the contrary from such Lender or the L/C Issuer prior to the making of
such Loan or the issuance of such Letter of

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Credit. The Administrative Agent may consult with legal counsel (who may be
counsel for the Borrowers), independent accountants and other experts selected
by it, and shall not be liable for any action taken or not taken by it in
accordance with the advice of any such counsel, accountants or experts.

      9.05 DELEGATION OF DUTIES. The Administrative Agent may perform any and
all of its duties and exercise its rights and powers hereunder or under any
other Loan Document by or through any one or more sub agents appointed by the
Administrative Agent. The Administrative Agent and any such sub agent may
perform any and all of its duties and exercise its rights and powers by or
through their respective Related Parties. The exculpatory provisions of this
Article shall apply to any such sub agent and to the Related Parties of the
Administrative Agent and any such sub agent, and shall apply to their respective
activities in connection with the syndication of the credit facilities provided
for herein as well as activities as Administrative Agent.

      9.06 RESIGNATION OF ADMINISTRATIVE AGENT. The Administrative Agent may at
any time give notice of its resignation to the Lenders, the L/C Issuer and the
Borrowers. Upon receipt of any such notice of resignation, the Required Lenders
shall have the right, with the approval of the Borrowers provided no Default
then exists (which approval shall not be unreasonably withheld or delayed), to
appoint a successor, which shall be a bank with an office in the United States,
or an Affiliate of any such bank with an office in the United States. If no such
successor shall have been so appointed by the Required Lenders and shall have
accepted such appointment within 30 days after the retiring Administrative Agent
gives notice of its resignation, then the retiring Administrative Agent may on
behalf of the Lenders and the L/C Issuer, appoint a successor Administrative
Agent meeting the qualifications set forth above; provided that if the
Administrative Agent shall notify the Borrowers and the Lenders that no
qualifying Person has accepted such appointment, then such resignation shall
nonetheless become effective in accordance with such notice and (1) the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder and under the other Loan Documents (except that in the case of any
collateral security held by the Administrative Agent on behalf of the Lenders or
the L/C Issuer under any of the Loan Documents, the retiring Administrative
Agent shall continue to hold such collateral security until such time as a
successor Administrative Agent is appointed) and (2) all payments,
communications and determinations provided to be made by, to or through the
Administrative Agent shall instead be made by or to each Lender and the L/C
Issuer directly, until such time as the Required Lenders appoint a successor
Administrative Agent as provided for above in this Section. Upon the acceptance
of a successor's appointment as Administrative Agent hereunder, such successor
shall succeed to and become vested with all of the rights, powers, privileges
and duties of the retiring (or retired) Administrative Agent, and the retiring
Administrative Agent shall be discharged from all of its duties and obligations
hereunder or under the other Loan Documents (if not already discharged therefrom
as provided above in this Section). The fees payable by the Borrowers to a
successor Administrative Agent shall be the same as those payable to its
predecessor unless otherwise agreed between the Borrowers and such successor.
After the retiring Administrative Agent's resignation hereunder and under the
other Loan Documents, the provisions of this Article and Section 10.04 shall
continue in effect for the benefit of such retiring Administrative Agent, its
sub agents and their respective Related Parties in respect of any actions taken
or omitted to be

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taken by any of them while the retiring Administrative Agent was acting as
Administrative Agent.

            Any resignation by Bank of America as Administrative Agent pursuant
to this Section shall also constitute its resignation as L/C Issuer and Swing
Line Lender. Upon the acceptance of a successor's appointment as Administrative
Agent hereunder, (a) such successor shall succeed to and become vested with all
of the rights, powers, privileges and duties of the retiring L/C Issuer and
Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be
discharged from all of their respective duties and obligations hereunder or
under the other Loan Documents, and (c) the successor L/C Issuer shall issue
letters of credit in substitution for the Letters of Credit, if any, outstanding
at the time of such succession or make other arrangement 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. Required Supermajority Lenders
shall have the right to terminate the Administrative Agent for gross negligence
or willful misconduct in the performance of the Administrative Agent's material
obligations or duties under this Agreement, as determined by a final and
unappealable judgment, in which event the other provisions of this Section 9.07
shall govern regarding the selection of a replacement administrative agent.

      9.07 NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS. Each Lender,
the Swing Line Lender and the L/C Issuer acknowledges that it has, independently
and without reliance upon the Administrative Agent or any other Lender or any of
their Related Parties and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender, the Swing Line Lender and the L/C Issuer also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender or any of their Related Parties and
based on such documents and information as it shall from time to time deem
appropriate, continue to make its own decisions in taking or not taking action
under or based upon this Agreement, any other Loan Document or any related
agreement or any document furnished hereunder or thereunder.

      9.08 NO OTHER DUTIES, ETC. Anything herein to the contrary
notwithstanding, none of the Joint Book Managers, Joint Lead Arrangers or
Syndication Agent listed on the cover page hereof shall have any powers, duties
or responsibilities under this Agreement or any of the other Loan Documents,
except in its capacity, as applicable, as the Administrative Agent, a Lender or
the L/C Issuer hereunder.

      9.09 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 Loan 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:

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            (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 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, the
L/C Issuer and the Administrative Agent (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Lenders, the L/C
Issuer and the Administrative Agent and their respective agents and counsel and
all other amounts due the Lenders, the L/C Issuer 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 and the L/C
Issuer 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 and the L/C Issuer, 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 or the L/C Issuer 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.

      9.10 COLLATERAL AND GUARANTY MATTERS. The Lenders, the Swing Line Lender
and the L/C Issuer irrevocably authorize the Administrative Agent, at its option
and in its discretion and the Administrative Agent hereby agrees:

            (a) to release any Lien on any property granted to or held by the
Administrative Agent under any Loan Document (i) upon termination of the
Aggregate Commitments and payment in full in cash of all Obligations (other than
contingent indemnification obligations) and the expiration or termination of all
Letters of Credit (unless Cash Collateralized in accordance with Section
2.03(g)), (ii) that is sold, transferred or otherwise disposed of or to be sold,
transferred or otherwise disposed of as part of or in connection with any
transaction permitted hereunder or under any other Loan Document (it being
acknowledged and understood that any such property shall be sold, transferred or
otherwise disposed of free and clear of the Liens created by the Loan Documents,
provided no Default or Event of Default then exists), or (iii) subject to
Section 10.01, if approved, authorized or ratified in writing by the Required
Lenders;

            (b) provided no Default or Event of Default then exists, to
subordinate any Lien on any property granted to or held by the Administrative
Agent under any Loan Document to the holder of any Lien on such property that is
permitted by Section 7.01(i); and

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            (c) provided no Default or Event of Default then exists, to release
any Guarantor from its obligations under the Guaranty if such Person ceases to
be a Subsidiary as a result of a transaction permitted hereunder (it being
acknowledged and understood that all obligations of such Guarantor under the
Loan Documents (other than indemnification obligations which by their term
survive the payment of the Obligations) shall automatically terminate and be of
no further force and effect upon the consummation of any such transaction).

            The Administrative Agent shall take such actions and execute such
documents, at the expense of the Borrowers (including directing any collateral
agent to take such actions) as are appropriate in connection with such releases
and termination. Upon request by the Administrative Agent at any time, the
Required Lenders will confirm in writing the Administrative Agent's authority to
release or subordinate its interest in particular types or items of property, or
to release any Guarantor from its obligations under the Guaranty pursuant to
this Section 9.10.

                                   ARTICLE X.
                                  MISCELLANEOUS

      10.01 AMENDMENTS, ETC. Subject to Section 2.14 and Section 2.15, no
amendment or waiver of any provision of this Agreement or any other Loan
Document, and no consent to any departure by the Borrowers or any other Loan
Party therefrom, shall be effective unless in writing signed by the Required
Lenders (or the Administrative Agent with the written concurrence of the
Required Lenders) and the Borrowers or the applicable Loan Party, as the case
may be, and each such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given; provided, however, that
no such amendment, waiver or consent shall:

            (a) waive any condition set forth in Section 4.01(a) without the
written consent of each Lender;

            (b) extend or increase the Commitment of any Lender (or reinstate
any Commitment terminated pursuant to Section 8.02) without the written consent
of such Lender (subject to Sections 2.14 and 2.15);

            (c) postpone the final scheduled date of maturity of any Loan or
postpone any date fixed by this Agreement or any other Loan Document for any
scheduled payment of principal or payment of interest, fees or other amounts due
to the Lenders (or any of them) hereunder or under any other Loan Document
without the written consent of each Lender directly affected thereby;

            (d) reduce the principal of, or the rate of interest (including the
Applicable Term Rate and the pricing grid set forth in the definition of
Applicable Revolving Rate) specified herein on, any Loan or L/C Borrowing, or
(subject to clause (iv) of the second proviso to this Section 10.01) any fees or
other amounts payable hereunder or under any other Loan Document without the
written consent of each Lender; provided, however, that only the consent of the
Required Lenders shall be necessary (i) to amend the definition of "Default
Rate" or to waive

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any obligation of the Borrowers to pay interest or Letter of Credit Fees at the
Default Rate or (ii) to amend any financial covenant hereunder (or any defined
term used therein);

            (e) change Section 2.13 or Section 8.03 in a manner that would alter
the pro rata sharing of payments required thereby without the written consent of
each Lender;

            (f) change any provision of this Section or the definition of
"Required Lenders" or "Required Revolving 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, without the written consent of each Lender;

            (g) release all or substantially all (i) of the Guarantors from the
Guaranty or (ii) the Liens from the Collateral (except as permitted in Section
9.10) without the written consent of each Lender; or

            (h) impose any greater restriction on the ability of any Lender to
assign any of its rights or obligations hereunder without the written consent of
Required Lenders having more than 50% of the Aggregate Credit Exposures then in
effect within each of the following classes of Commitments, Loans and/or other
Credit Extensions: (i) the class consisting of the Revolving Commitments, and
(ii) the class consisting of the Term Loan Commitments.

and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the L/C Issuer in addition to the Lenders required above,
affect the rights or duties of the L/C Issuer under this Agreement or any Issuer
Document relating to any Letter of Credit issued or to be issued by it; (ii) no
amendment, waiver or consent shall, unless in writing and signed by the Swing
Line Lender in addition to the Lenders required above, affect the rights or
duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver
or consent shall, unless in writing and signed by the Administrative Agent in
addition to the Lenders required above, affect the rights or duties of the
Administrative Agent under this Agreement or any other Loan Document; (iv) the
Fee Letter may be amended, or rights or privileges thereunder waived, in a
writing executed only by the parties thereto; and (v) so long as the Revolving
Commitments remain outstanding, no amendment, waiver or consent which has the
effect of enabling the Borrowers to satisfy any condition to a Committed
Borrowing contained in Section 4.02 hereof, which, but for such amendment,
waiver or consent would not be satisfied, shall be effective to require the
Revolving Lenders to make any additional Revolving Loan unless and until the
Required Revolving Lenders shall consent thereto. Notwithstanding anything to
the contrary herein, 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 (subject to Section 2.14 and 2.15).

      10.02 NOTICES; EFFECTIVENESS; ELECTRONIC COMMUNICATION.

            (a) Notices Generally. Except in the case of notices and other
communications expressly permitted to be given by telephone (and except as
provided in subsection (b) below), all notices and other communications provided
for herein shall be in

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writing and shall be delivered by hand or overnight courier service, mailed by
certified or registered mail or sent by telecopier as follows, 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 the Borrowers, the Administrative Agent, the L/C
            Issuer or the Swing Line Lender, to the address, telecopier number,
            electronic mail address or telephone number specified for such
            Person on Schedule 10.02; and

                  (ii) if to any other Lender, to the address, telecopier
            number, electronic mail address or telephone number specified in its
            Administrative Questionnaire.

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 telecopier 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 and the L/C Issuer hereunder may be delivered or furnished by
electronic communication (including e mail and Internet or intranet websites)
pursuant to procedures approved by the Administrative Agent, provided that the
foregoing shall not apply to notices to any Lender or the L/C Issuer pursuant to
Article II if such Lender or the L/C Issuer, as applicable, has notified the
Administrative Agent that it is incapable of receiving notices under such
Article by electronic communication. The Administrative Agent or the Borrowers
may, in its discretion, agree to accept notices and other communications to it
hereunder by electronic communications pursuant to procedures approved by it,
provided that approval of such procedures may be limited to particular notices
or communications.

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

            (c) 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.

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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.

            (d) Reliance by Administrative Agent, L/C Issuer and Lenders. The
Administrative Agent, the L/C Issuer 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 the Administrative Agent,
the L/C Issuer, each Lender and the Related Parties of each of them 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 telephonic communications with the
Administrative Agent may be recorded by the Administrative Agent, and each of
the parties hereto hereby consents to such recording, provided Administrative
Agent informs such party that the communication may be recorded prior to
commencing the communication.

      10.03 NO WAIVER; CUMULATIVE REMEDIES. No failure by any Lender, the L/C
Issuer 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.

      10.04 EXPENSES; INDEMNITY; DAMAGE WAIVER.

            (a) Costs and Expenses. The Borrowers shall pay (i) all reasonable
out of pocket expenses incurred by the Administrative Agent and its Affiliates
(including the reasonable fees, charges and disbursements of counsel for the
Administrative Agent), in connection with the syndication of the credit
facilities provided for herein, the preparation, negotiation, execution,
delivery and administration of this Agreement and the other Loan Documents or
any amendments, modifications or waivers of the provisions hereof or thereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated), (ii) all reasonable out of pocket expenses incurred by the L/C
Issuer in connection with the issuance, amendment, renewal or extension of any
Letter of Credit or any demand for payment thereunder and (iii) all out of
pocket expenses incurred by the Administrative Agent, any Lender or the L/C
Issuer (including the fees, charges and disbursements of any counsel for the
Administrative Agent, any Lender or the L/C Issuer), and shall pay all fees and
time charges for attorneys who may be employees of the Administrative Agent, any
Lender or the L/C Issuer, in connection with the enforcement or protection of
its rights (A) in connection with this Agreement and the other Loan Documents,
including its rights under this Section, or (B) in connection with the Loans
made or Letters of Credit issued hereunder, including all such out of pocket
expenses incurred during any workout, restructuring or negotiations in respect
of such Loans or Letters of Credit.

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            (b) Indemnification by the Borrowers. The Borrowers shall indemnify
the Administrative Agent (and any sub-agent thereof), each Lender and the L/C
Issuer, and each Related Party of any of the foregoing Persons (each such Person
being called an "Indemnitee") against, and hold each Indemnitee harmless from,
any and all losses, claims, damages, liabilities and related expenses (including
the fees, charges and disbursements of any counsel for any Indemnitee), and
shall indemnify and hold harmless each Indemnitee from all fees and time charges
and disbursements for attorneys who may be employees of any Indemnitee, incurred
by any Indemnitee or asserted against any Indemnitee by any third party or by
the Borrowers or any other Loan Party arising out of, in connection with, or as
a result of (i) the execution or delivery of this Agreement, any other Loan
Document or any agreement or instrument contemplated hereby or thereby, the
performance by the parties hereto of their respective obligations hereunder or
thereunder or the consummation of the transactions contemplated hereby or
thereby, (ii) any 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), (iii) any actual or alleged presence or release of Hazardous Materials
on or from any property owned or operated by the Borrowers or any of their
Subsidiaries, or any Environmental Liability related in any way to the Borrowers
or any of their Subsidiaries, or (iv) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory, whether brought by a third
party or by the Borrowers or any other Loan Party, and regardless of whether any
Indemnitee is a party thereto, in all cases, whether or not caused by or
arising, in whole or in part, out of the comparative, contributory or sole
negligence of the Indemnitee; provided that such indemnity shall not, as to any
Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses (x) are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or willful misconduct of such Indemnitee or (y) result from a claim
brought by the Borrowers or any other Loan Party against an Indemnitee for
breach in bad faith of such Indemnitee's obligations hereunder or under any
other Loan Document, if the Borrowers or such Loan Party has obtained a final
and nonappealable judgment in its favor on such claim as determined by a court
of competent jurisdiction.

            (c) Reimbursement by Lenders. To the extent that the Borrowers for
any reason fail to indefeasibly pay any amount required under subsection (a) or
(b) of this Section to be paid by it to the Administrative Agent (or any
sub-agent thereof), the L/C Issuer or any Related Party of any of the foregoing,
each Lender severally agrees to pay to the Administrative Agent (or any such
sub-agent), the L/C Issuer or such Related Party, as the case may be, such
Lender's Applicable Percentage (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount,
provided that the unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as the case may be, was incurred by or asserted
against the Administrative Agent (or any such sub-agent) or the L/C Issuer in
its capacity as such, or against any Related Party of any of the foregoing
acting for the Administrative Agent (or any such sub-agent) or L/C Issuer in
connection with such capacity. The obligations of the Lenders under this
subsection (c) are subject to the provisions of Section 2.12(d).

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            (d) Waiver of Consequential Damages, Etc. To the fullest extent
permitted by applicable law, the Borrowers shall not assert, and hereby waive,
any claim against any Indemnitee, on any theory of liability, for special,
indirect, consequential or punitive damages (as opposed to direct or actual
damages) arising out of, in connection with, or as a result of, this Agreement,
any other Loan Document or any agreement or instrument contemplated hereby, the
transactions contemplated hereby or thereby, any Loan or Letter of Credit or the
use of the proceeds thereof. No Indemnitee referred to in subsection (b) above
shall be liable for any damages arising from the use by unintended recipients of
any information or other materials distributed by it through telecommunications,
electronic or other information transmission systems in connection with this
Agreement or the other Loan Documents or the transactions contemplated hereby or
thereby.

            (e) Payments. All amounts due under this Section shall be payable
not later than ten Business Days after demand therefor.

            (f) Survival. The agreements in this Section shall survive the
resignation of the Administrative Agent and the L/C Issuer, the replacement of
any Lender, the termination of the Aggregate Commitments and the repayment,
satisfaction or discharge of all the other Obligations.

      10.05 PAYMENTS SET ASIDE. To the extent that any payment by or on behalf
of the Borrowers is made to the Administrative Agent, the L/C Issuer or any
Lender, or the Administrative Agent, the L/C Issuer or any Lender exercises its
right of setoff, and such payment or the proceeds of such setoff 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, the L/C Issuer 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 setoff had not occurred, and (b) each Lender
and the L/C Issuer severally agrees to pay to the Administrative Agent upon
demand its applicable share (without duplication) 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. The obligations of the Lenders
and the L/C Issuer under clause (b) of the preceding sentence shall survive the
payment in full of the Obligations and the termination of this Agreement.

      10.06 SUCCESSORS AND ASSIGNS.

            (a) Successors and Assigns Generally. The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby, except that
neither the Borrowers may assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of the Administrative
Agent and 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

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

            (b) Assignments by Lenders. Any Lender may at any time assign to one
or more Eligible Assignees all or a portion of its rights and obligations under
this 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) or, if the Commitment
            is not then in effect, the principal outstanding balance of the
            Loans of the assigning Lender 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 Borrowers otherwise consent (each
            such consent of the Borrowers and Administrative Agent not to be
            unreasonably withheld or delayed);

                  (ii) each partial assignment shall be made as an assignment of
            a proportionate part of all the assigning Lender's rights and
            obligations under this 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 Revolving Commitment must be
            approved by the Administrative Agent, the L/C Issuer and the Swing
            Line Lender 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) such approval not to be
            unreasonably withheld, delayed or conditioned; and

                  (iv) the parties to each assignment shall execute and deliver
            to the Administrative Agent an Assignment and Assumption, together
            with a processing and recordation fee of $3,500 (with only one such
            fee payable in connection with simultaneous assignments to or by two
            or more Approved

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            Funds), and the Eligible Assignee, if it shall not be a Lender,
            shall deliver to the Administrative Agent an Administrative
            Questionnaire.

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 Agreement and, to the extent of the interest assigned by such
Assignment and Assumption, have the rights and obligations of a Lender under
this Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto) but shall continue
to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 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, as applicable, to the assignee Lender. Any assignment or
transfer by a Lender of rights or obligations under this Agreement that does not
comply with this subsection shall be treated for purposes of this Agreement as a
sale by such Lender of a participation in such rights and obligations in
accordance with subsection (d) of this Section.

            (c) Register. 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, and interest owing on, 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 shall treat each Person
whose name is recorded in the Register pursuant to the terms hereof as a Lender
or L/C Issuer hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary. The Register shall be available for inspection by each
of the Borrowers and the L/C Issuer at any reasonable time and from time to time
upon reasonable prior notice.

            (d) Participations. 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 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 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, the Lenders and the L/C Issuer shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement.

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            Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to
enforce this Agreement and to approve any amendment, modification or waiver of
any provision of this Agreement; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree
to any amendment, waiver or other modification described in the first proviso to
Section 10.01 that 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 10.08 as though it were a Lender, provided
such Participant agrees to be subject to Section 2.13 as though it were a
Lender.

            (e) Limitations upon Participant Rights. 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, unless the sale of the participation to
such Participant is made with the Borrowers' prior written consent. A
Participant shall not be entitled to the benefits of Section 3.01 unless the
Borrowers are notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Borrowers, to comply with Section
3.01(e) as though it were a Lender.

            (f) Certain Pledges. Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this 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) Electronic Execution of Assignments. The words "execution,"
"signed," "signature," and words of like import in any Assignment and Assumption
shall be deemed to include electronic signatures or the keeping of records in
electronic form, each of which shall be of the same legal effect, validity or
enforceability as a manually executed signature or the use of a paper-based
recordkeeping system, as the case may be, to the extent and as provided for in
any applicable law, including the Federal Electronic Signatures in Global and
National Commerce Act, the California Uniform Electronic Transactions Act.

            (h) Special Purpose Funding Vehicles. Notwithstanding anything to
the contrary contained herein, any Lender (a "Granting Lender") may grant to a
special purpose funding vehicle identified as such in writing from time to time
by the Granting Lender to the Administrative Agent and the Borrowers (an "SPC")
the option to provide all or any part of any Committed Loan that such Granting
Lender would otherwise be obligated to make pursuant to this Agreement; provided
that (i) nothing herein shall constitute a commitment by any SPC to fund any
Committed Loan, and (ii) if an SPC elects not to exercise such option or
otherwise fails to make all or any part of such Committed Loan, the Granting
Lender shall be obligated to make such Committed Loan pursuant to the terms
hereof or, if it fails to do so, to make such payment to the Administrative
Agent as is required under Section 2.12(b)(ii). Each party hereto hereby agrees
that (i) neither the grant to any SPC nor the exercise by any SPC of such option
shall

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increase the costs or expenses or otherwise increase or change the obligations
of the Borrowers under this Agreement (including its obligations under Section
3.01 or 3.04), (ii) no SPC shall be liable for any indemnity or similar payment
obligation under this Agreement for which a Lender would be liable, and (iii)
the Granting Lender shall for all purposes, including the approval of any
amendment, waiver or other modification of any provision of any Loan Document,
remain the lender of record hereunder. The making of a Committed Loan by an SPC
hereunder shall utilize the Commitment of the Granting Lender to the same
extent, and as if, such Committed Loan were made by such Granting Lender. In
furtherance of the foregoing, each party hereto hereby agrees (which agreement
shall survive the termination of this Agreement) that, prior to the date that is
one year and one day after the payment in full of all outstanding commercial
paper or other senior debt of any SPC, it will not institute against, or join
any other Person in instituting against, such SPC any bankruptcy,
reorganization, arrangement, insolvency, or liquidation proceeding under the
laws of the United States or any State thereof. Notwithstanding anything to the
contrary contained herein, any SPC may (i) with notice to, but without prior
consent of the Borrowers and the Administrative Agent and with the payment of a
processing fee of $3,500, assign all or any portion of its right to receive
payment with respect to any Committed Loan to the Granting Lender and (ii)
disclose on a confidential basis any non-public information relating to its
funding of Committed Loans to any rating agency, commercial paper dealer or
provider of any surety or Guarantee or credit or liquidity enhancement to such
SPC.

            (i) Resignation as L/C Issuer or Swing Line Lender after Assignment.
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 30 days' notice to the Borrowers and the
Lenders, resign as L/C Issuer and/or (ii) upon 30 days' notice to the Borrowers,
resign as Swing Line Lender. In the event of any such resignation as L/C Issuer
or Swing Line Lender, the Borrowers shall be entitled to appoint from among the
Revolving Lenders a successor L/C Issuer or Swing Line Lender hereunder;
provided, however, that no failure by the Borrowers 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 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 Base Rate Loans or fund risk
participations in outstanding Swing Line Loans pursuant to Section 2.04(c).

      10.07 TREATMENT OF CERTAIN INFORMATION; CONFIDENTIALITY. Each of the
Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its Affiliates and to its and its Affiliates' respective
partners, directors, officers, employees, agents, advisors and representatives
(it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep
such Information confidential), (b) to the extent requested by any regulatory
authority purporting to

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have jurisdiction over it (including any self-regulatory authority, such as the
National Association of Insurance Commissioners), (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (d)
to any other party hereto, (e) in connection with the exercise of any remedies
hereunder or under any other Loan Document or any action or proceeding relating
to this Agreement or any other Loan Document or the enforcement of rights
hereunder or thereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any pledgee under
Section 10.06(f), (ii) any assignee of or Participant in, or any prospective
assignee of or Participant in, any of its rights or obligations under this
Agreement or (iii) any actual or prospective counterparty (or its advisors) to
any swap or derivative transaction relating to the Borrowers and their
obligations, (g) with the consent of the Borrowers or (h) to the extent such
Information (x) becomes publicly available other than as a result of a breach of
this Section or (y) becomes available to the Administrative Agent, any Lender,
the L/C Issuer or any of their respective Affiliates on a nonconfidential basis
from a source other than the Borrowers.

            For purposes of this Section, "Information" means all information
received from the Borrowers or any Subsidiary relating to the Borrowers or any
Subsidiary or any of their respective Affiliates or businesses, other than any
such information that is available to the Administrative Agent, any Lender or
the L/C Issuer on a nonconfidential basis prior to disclosure by the Borrowers
or any Subsidiary, provided that, in the case of information received from the
Borrowers or any Subsidiary after the date hereof, such information is clearly
identified at the time of delivery as confidential. Any Person required to
maintain the confidentiality of Information as provided in this Section shall be
considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.

      10.08 RIGHT OF SETOFF. If an Event of Default shall have occurred and be
continuing, each Lender, the L/C Issuer and each of their respective Affiliates
is hereby authorized at any time and from time to time to the fullest extent
permitted by applicable law, to set off and apply any and all deposits (general
or special, time or demand, provisional or final, in whatever currency) at any
time held and other obligations (in whatever currency) at any time owing by such
Lender, the L/C Issuer or any such Affiliate to or for the credit or the account
of the Borrowers against any and all of the obligations of the Borrowers now or
hereafter existing under this Agreement or any other Loan Document to such
Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C
Issuer shall have made any demand under this Agreement or any other Loan
Document and although such obligations of the Borrowers may be contingent or
unmatured or are owed to a branch or office of such Lender or the L/C Issuer
different from the branch or office holding such deposit or obligated on such
indebtedness. The rights of each Lender, the L/C Issuer and their respective
Affiliates under this Section are in addition to other rights and remedies
(including other rights of setoff) that such Lender, the L/C Issuer or their
respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify
the Borrowers and the Administrative Agent promptly after any such setoff and
application, provided that the failure to give such notice shall not affect the
validity of such setoff and application.

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      10.09 INTEREST RATE LIMITATION. Notwithstanding anything to the contrary
contained in any Loan Document, the interest paid or agreed to be paid under the
Loan 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.

      10.10 COUNTERPARTS; INTEGRATION; EFFECTIVENESS. This Agreement may be
executed in counterparts (and by different parties hereto in different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Agreement and the other
Loan Documents constitute the entire contract among the parties relating to the
subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except
as provided in Section 4.01, this Agreement shall become effective when it shall
have been executed by the Administrative Agent and when the Administrative Agent
shall have received counterparts hereof that, when taken together, bear the
signatures of each of the other parties hereto. Delivery of an executed
counterpart of a signature page of this Agreement by telecopy shall be effective
as delivery of a manually executed counterpart of this Agreement.

      10.11 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and
warranties made hereunder and in any other Loan 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 at the time of any Credit Extension, 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.

      10.12 SEVERABILITY. If any provision of this Agreement or the other Loan
Documents is held to be illegal, invalid or unenforceable, (a) the legality,
validity and enforceability of the remaining provisions of this Agreement and
the other Loan 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.

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      10.13 REPLACEMENT OF LENDERS. If any Lender requests compensation under
Section 3.04, or if the Borrowers are required to pay any additional amount to
any Lender or any Governmental Authority for the account of any Lender pursuant
to Section 3.01, if any Lender is a Defaulting Lender, or if any other
circumstance exists hereunder that gives the Borrowers the right to replace a
Lender as a party hereto, then the Borrowers may, at their sole expense and
effort, upon notice to such Lender and the Administrative Agent, require such
Lender to assign and delegate, without recourse (in accordance with and subject
to the restrictions contained in, and consents required by, Section 10.06 except
as provided in this Section 10.13), all of its interests, rights and obligations
under this Agreement and the related Loan Documents to an assignee that shall
assume such obligations (which assignee may be another Lender, if a Lender
accepts such assignment), provided that:

            (a) the Borrowers shall have paid to the Administrative Agent the
assignment fee specified in Section 10.06(b);

            (b) such Lender shall have received payment of an amount equal to
the outstanding principal of its Loans and L/C Advances, accrued interest
thereon, accrued fees and all other amounts payable to it hereunder and under
the other Loan Documents (including any amounts under Section 3.05) from the
assignee (to the extent of such outstanding principal and accrued interest and
fees) or the Borrowers (in the case of all other amounts);

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

            (d) such assignment does not conflict with applicable Laws.

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

      10.14 GOVERNING LAW; JURISDICTION; ETC.

            (a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA.

            (b) SUBMISSION TO JURISDICTION. EACH BORROWER IRREVOCABLY AND
UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE
JURISDICTION OF THE COURTS OF THE STATE OF CALIFORNIA SITTING IN LOS ANGELES
COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE CENTRAL DISTRICT OF
CALIFORNIA AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR
RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO
IRREVOCABLY AND UNCONDITIONALLY AGREES

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THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN SUCH CALIFORNIA STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A
FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER
PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL
AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY
OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT AGAINST THE BORROWERS OR ANY OTHER LOAN PARTY OR ITS
PROPERTIES IN THE COURTS OF ANY JURISDICTION.

            (c) WAIVER OF VENUE. THE BORROWERS IRREVOCABLY AND UNCONDITIONALLY
WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT
MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY
COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR
PROCEEDING IN ANY SUCH COURT.

            (d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO
SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02. NOTHING
IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN
ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

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

      10.16 USA PATRIOT ACT NOTICE. Each Lender that is subject to the Act (as
hereinafter defined) and the Administrative Agent (for itself and not on behalf
of any Lender)

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<PAGE>

hereby notifies the Borrowers that pursuant to the requirements of the USA
Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001))
(the "Act"), it is required to obtain, verify and record information that
identifies the Borrowers, which information includes the name and address of the
Borrowers and other information that will allow such Lender or the
Administrative Agent, as applicable, to identify the Borrowers in accordance
with the Act.

      10.17 TIME OF THE ESSENCE. Time is of the essence of the Loan Documents.

      10.18 BORROWERS' OBLIGATIONS. Each of the REIT, AIMCO, AIMCO/Bethesda, and
NHP Management represents, warrants, covenants and agrees as follows:

            (a) Defenses. The obligations pursuant to the Loan Documents shall
not be affected by any of the following: (i) the bankruptcy, disability,
dissolution, incompetence, insolvency, liquidation, or reorganization of any
Borrower; or (ii) the discharge, modification of the terms of, reduction in the
amount of, or stay of enforcement of any or all liens and encumbrances or any or
all obligations pursuant to the Loan Documents in any bankruptcy, insolvency,
reorganization, or other legal proceeding or by law, ordinance, regulation, or
rule (federal, state, or local).

            (b) Rights of Administrative Agent. Subject to receiving any
required consents of the Required Lenders or all of the Lenders, as may be
required pursuant to applicable provisions of this Agreement, the Administrative
Agent on behalf of the Lenders, may do the following acts or omissions from time
to time without notice to or consent of any Borrower and without receiving
payment or other value, nor shall the following acts or omissions affect, delay
or impair any of the obligations pursuant to the Loan Documents or any or all
liens and encumbrances: (i) the Administrative Agent may obtain collateral or
additional collateral; (ii) the Administrative Agent may substitute for any or
all collateral regardless of whether the same type or greater or lesser value;
(iii) the Administrative Agent may release any or all collateral; (iv) the
Administrative Agent may compromise, delay enforcement, fail to enforce,
release, settle or waive any rights or remedies of the Administrative Agent as
to any or all collateral; (v) the Administrative Agent may sell or otherwise
dispose of any collateral in such manner or order as the Administrative Agent
determines in accordance with the Loan Documents; (vi) the Administrative Agent
may fail to perfect, fail to protect the priority of, and fail to ensure any or
all liens or encumbrances; (vii) the Administrative Agent may fail to inspect,
insure, maintain, preserve or protect any or all collateral; (viii) the
Administrative Agent may obtain additional obligors for any or all obligations
pursuant to the Loan Documents; (ix) the Administrative Agent may increase or
decrease any or all obligations or otherwise change terms of any or all
obligations in accordance with the Loan Documents; (x) the Administrative Agent
may release any Borrower; (xi) Administrative Agent may compromise, delay
enforcement, fail to enforce, release, settle or waive any obligations of any
Borrower with the agreement of that Borrower; (xii) the Administrative Agent may
make advances, or grant other financial accommodations to any Borrower; (xiii)
the Administrative Agent may fail to file or pursue a claim in any bankruptcy,
insolvency, reorganization or other proceeding as to any or all liens and
encumbrances or any or all obligations; (xiv) the Administrative Agent may
amend, modify, extend, renew, restate, supplement or terminate in whole or in
part the obligation of any Borrower with the agreement of that Borrower; (xv)
the Administrative Agent may take or fail to

                                      113
<PAGE>

take any other action with respect to any Loan Document or any Borrower; and
(xvi) the Administrative Agent may do any other acts or make any other omissions
that result in the extinguishment of the obligation of any Borrower.

            (c) Suretyship Waivers. Each Borrower waives any and all rights and
benefits under California Civil Code Sections 2787-2855, inclusive and any other
statutes or rules now or hereafter in effect and any other statutes or rules now
or hereafter in effect that purport to confer specific rights upon or make
specific defenses or procedures available to each Borrower.

            (d) Information. Each Borrower represents and warrants to the
Administrative Agent and Lenders that such Borrower is currently informed of the
financial condition of the Borrowers and of all other circumstances which a
diligent inquiry would reveal and which bear upon the risk of nonpayment of the
Obligations. Each Borrower further represents and warrants to the Administrative
Agent and Lenders that such Borrower has read and understands the terms and
conditions of the Loan Documents. Each Borrower hereby covenants that such
Borrower will continue to keep informed of the Borrowers' financial condition,
the financial condition of other guarantors, if any, and of all other
circumstances which bear upon the risk of nonpayment or nonperformance of the
Obligations. Notwithstanding anything herein which may be construed to the
contrary, the Administrative Agent shall have no obligation to provide to any
Borrower any information concerning the performance of any other Borrower, the
obligations pursuant to the Loan Documents, or the ability of any other Borrower
to perform the obligations pursuant to the Loan Documents or any other matter,
regardless of what information Administrative Agent may from time to time have.

            (e) Waivers. Each Borrower waives, until payment in full of the
Obligations, any and all present and future claims, remedies and rights against
any other Borrower, any collateral and any other property, interest in property
or rights to property of any other Borrower (A) arising from any performance
hereunder, (B) arising from any application of any collateral, or any other
property, interest in property or rights to property of any Borrower, or (C)
otherwise arising in respect of the Loan Documents, regardless of whether such
claims, remedies and rights arise under any present or future agreement,
document or instrument or are provided by any law, ordinance, regulation or rule
(federal, state or local) (including, without limitation, any and all rights of
contribution, exoneration, indemnity, reimbursement, and subrogation and any and
all rights to participate in the rights and remedies of Lenders against any
Borrower).

      (f) Joint and Several Liability of Borrowers.

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

                  (ii) Each of Borrowers, jointly and severally, hereby
            irrevocably and unconditionally accepts, not merely as a surety but
            also as a co-debtor,

                                      114
<PAGE>

            joint and several liability with the other Borrowers, with respect
            to the payment and performance of all of the Obligations (including,
            without limitation, any Obligations arising under this Section
            10.18), it being the intention of the parties hereto that all the
            Obligations shall be the joint and several obligations of each
            Borrower without preferences or distinction among them.

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

                  (iv) The Obligations of each Borrower under the provisions of
            this Section 10.18 constitute the absolute and unconditional, full
            recourse Obligations of each Borrower enforceable against each such
            Borrower to the full extent of its properties and assets,
            irrespective of the validity, regularity or enforceability of this
            Agreement or any other circumstances whatsoever.

                  (v) Except as otherwise expressly provided in this Agreement,
            each Borrower hereby waives notice of acceptance of its joint and
            several liability, notice of any Loans issued under or pursuant to
            this Agreement, notice of the occurrence of any Default, Event of
            Default, or of any demand for any payment under this Agreement,
            notice of any action at any time taken or omitted by the
            Administrative Agent or Lenders under or in respect of any of the
            Obligations, any requirement of diligence or to mitigate damages
            and, generally, to the extent permitted by applicable law, all
            demands, notices and other formalities of every kind in connection
            with this Agreement (except as otherwise provided in this
            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, the acceptance of any payment of any of the
            Obligations, the acceptance of any partial payment thereon, any
            waiver, consent or other action or acquiescence by the
            Administrative Agent or 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 Agreement, any
            and all other indulgences whatsoever by the Administrative Agent or
            Lenders in respect of any of the Obligations, and the taking,
            addition, substitution or release, in whole or in part, at any time
            or times, of any security for any of the Obligations or the
            addition, substitution or release, in whole or in part, of any
            Borrower. Without limiting the generality of the foregoing, each
            Borrower assents to any other action or delay in acting or failure
            to act on the part of the Administrative Agent or Lender with
            respect to the failure by any Borrower to comply with any of its
            respective Obligations, including, without limitation, any failure
            strictly or diligently to assert any right or to pursue any remedy
            or to comply fully with applicable laws or regulations thereunder,
            which might, but for the provisions

                                      115
<PAGE>

            of this Section 10.18 afford grounds for terminating, discharging or
            relieving any Borrower, in whole or in part, from any of its
            Obligations under this Section 10.18, 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
            10.18 shall not be discharged except by performance and then only to
            the extent of such performance. The Obligations of each Borrower
            under this Section 10.18 shall not be diminished or rendered
            unenforceable by any winding up, reorganization, arrangement,
            liquidation, reconstruction or similar proceeding with respect to
            any Borrower or the Administrative Agent or Lender. The joint and
            several liability of each Borrower hereunder shall continue in full
            force and effect notwithstanding any absorption, merger,
            amalgamation or any other change whatsoever in the name,
            constitution or place of formation of any of the Borrowers or
            Administrative Agent or Lenders.

                  (vi) The provisions of this Section 10.18 are made for the
            benefit of the Administrative Agent, the Lenders and their
            respective successors and assigns, and may be enforced by it or them
            from time to time against any or all Borrowers as often as occasion
            therefor may arise and without requirement on the part of
            Administrative Agent, or any Lender, successor or assign first to
            marshal any of its or their claims or to exercise any of its or
            their rights against any Borrower or to exhaust any remedies
            available to it or them against any Borrower or to resort to any
            other source or means of obtaining payment of any of the Obligations
            hereunder or to elect any other remedy. The provisions of this
            Section 10.18 shall remain in effect until all of the Obligations
            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 Administrative Agent or any Lender upon the
            insolvency, bankruptcy or reorganization of any Borrower, or
            otherwise, the provisions of this Section 10.18 will forthwith be
            reinstated in effect, as though such payment had not been made.

                  (vii) Each Borrower hereby agrees that it will not enforce any
            of its rights of contribution or subrogation against any other
            Borrower with respect to any liability incurred by it hereunder or
            under any of the other Loan Documents, any payments made by it to
            the Administrative Agent or Lenders with respect to any of the
            Obligations or any collateral security therefor until such time as
            all of the Obligations have been paid in full in cash. Any claim
            which any Borrower may have against the other Borrowers with respect
            to any payments to the Administrative Agent or any Lender hereunder
            or under any other Loan Documents are hereby expressly made
            subordinate and junior in right of payment, including without
            limitation, as to any increases in the Obligations arising hereunder
            or thereunder, to the prior payment in full in cash of the
            Obligations and, in the event of any insolvency, bankruptcy,
            receivership, liquidation, reorganization or other similar
            proceeding under the

                                      116
<PAGE>

            laws of any jurisdiction relating to any Borrower, its debts or its
            assets, whether voluntary or involuntary, all such Obligations shall
            be paid in full in cash before any payment or distribution of any
            character, whether in cash, securities or other property, shall be
            made to the other Borrowers therefor.

                  [Remainder of page intentionally left blank]

                                      117
<PAGE>

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

                                 APARTMENT INVESTMENT AND
                                 MANAGEMENT COMPANY,
                                 a Maryland corporation

                                 By: /s/ Patti K. Fielding
                                    -----------------------------------------
                                 Name:  Patti K. Fielding
                                 Title: Executive Vice President

                                 AIMCO PROPERTIES, L.P.,
                                 a Delaware limited partnership

                                 By: AIMCO-GP, INC.,
                                     a Delaware corporation
                                     Its: General Partner

                                 By: /s Patti K. Fielding
                                    -----------------------------------------
                                 Name:  Patti K. Fielding
                                 Title: Executive Vice President

                                 AIMCO/BETHESDA HOLDINGS, INC.,
                                 a Delaware corporation

                                 By: /s/ Patti K. Fielding
                                    -----------------------------------------
                                 Name:  Patti K. Fielding
                                 Title: Executive Vice President

                                 NHP MANAGEMENT COMPANY,
                                 a District of Columbia corporation

                                 By: /s/ Patti K. Fielding
                                    -----------------------------------------
                                 Name:  Patti K. Fielding
                                 Title: Executive Vice President

<PAGE>

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

                                 By: /s/ Frank H. Stumpf
                                    -----------------------------------------
                                 Name:  Frank H. Stumpf
                                 Title: Principal

<PAGE>

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

                                 By: /s/ Frank H. Stumpf
                                    -----------------------------------------
                                 Name:  Frank H. Stumpf
                                 Title: Principal

<PAGE>

                                 KEYBANK NATIONAL ASSOCIATION,
                                 as Syndication Agent and Lender

                                 By: /s/ Kathleen M. Ahern
                                    -----------------------------------------
                                 Name:  Kathleen M. Ahern
                                 Title: Vice President

<PAGE>

                                 WACHOVIA BANK, NATIONAL
                                 ASSOCIATION, as a Lender

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

<PAGE>

                                 DEUTSCHE BANK TRUST COMPANY
                                 AMERICAS, as a Lender

                                 By: /s/ Linda Wang
                                     ----------------------------------------
                                 Name:  Linda Wang
                                 Title: Vice President

<PAGE>

                                 ALLIED IRISH BANKS PLC, as a Lender

                                 By: /s/ Anthony O'Reilly
                                    -----------------------------------------
                                 Name:  Anthony O'Reilly
                                 Title: Vice President

                                 By: /s/ Denise Magyer
                                 --------------------------------------------
                                 Name:  Denise Magyer
                                 Title: Vice President

<PAGE>

                                 ERSTE BANK, NEW YORK BRANCH,
                                 as a Lender

                                 By: /s/ Gregory T. Aptman
                                    -----------------------------------------
                                 Name:  Gregory T. Aptman
                                 Title: Vice President

                                 By: /s/ Bryan J. Lynch
                                    -----------------------------------------
                                 Name:  Bryan J. Lynch
                                 Title: First Vice President

<PAGE>

                                 SOCIETE GENERALE, as a Lender

                                 By: /s/ Robert Delph
                                    -----------------------------------------
                                 Name:  Robert Delph
                                 Title: Managing Director

<PAGE>

                                 LEHMAN COMMERCIAL PAPER, INC.,
                                 as a Lender

                                 By: /s/ Francis X. Gilhool
                                    -----------------------------------------
                                 Name:  Francis X. Gilhool
                                 Title: Authorized Signatory

<PAGE>

                                 COMMERZBANK AKTIENGESELLSCHAFT,
                                 New York and Cayman Branches,
                                 as a Lender

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

                                 By: /s/ Kerstin Micke
                                    -----------------------------------------
                                 Name:  Kerstin Micke
                                 Title: Assistant Treasurer

<PAGE>

                                 MORGAN STANLEY BANK, as a Lender

                                 By: /s/ Daniel Twenge
                                    ------------------------------------------
                                 Name:  Daniel Twenge
                                 Title:  Vice President

<PAGE>

                                 NATIONAL CITY BANK, as a Lender

                                 By: /s/ Kevin W. Farrell
                                    -----------------------------------------
                                 Name:  Kevin W. Farrell
                                 Title: Loan Officer

<PAGE>

                                 SOVEREIGN BANK, as a Lender

                                 By: /s/ Katherine M. Felpei
                                    -----------------------------------------
                                 Name:  Katherine M. Felpei
                                 Title: Assistant Vice President

<PAGE>

                                 MERRILL LYNCH CAPITAL CORPORATION, as Lender

                                 By: /s/ John C. Rowland
                                    -----------------------------------------
                                 Name:  John C. Rowland
                                 Title: Vice President