<PAGE>
                                                                    EXHIBIT 10.1

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[PUBLISHED CUSIP NUMBER:______________________________]

                                CREDIT AGREEMENT

                           Dated as of July 14, 2004

                                     among

                         COUSINS PROPERTIES INCORPORATED
                                as the Borrower,

                    THE CONSOLIDATED ENTITIES OF THE BORROWER
                         FROM TIME TO TIME PARTY HERETO
                                as the Guarantors

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

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

                        COMMERZBANK AG, NEW YORK BRANCH,
                              as Syndication Agent,

              PNC BANK, NATIONAL ASSOCIATION AND WELLS FARGO BANK,
                            as Documentation Agents,

                          EUROHYPO AG, NEW YORK BRANCH,
                                as Managing Agent

                                       and

                         THE OTHER LENDERS PARTY HERETO

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<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                                                      Page
-------                                                                                                      ----
<S>                                                                                                          <C>
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS.................................................................    1
   1.01      Defined Terms.................................................................................    1
   1.02      Other Interpretive Provisions.................................................................   21
   1.03      Accounting Terms..............................................................................   21
   1.04      Rounding .....................................................................................   22
   1.05      References to Agreements and Laws.............................................................   22
   1.06      Times of Day..................................................................................   22
   1.07      Letter of Credit Amounts......................................................................   22
ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS...........................................................   22
   2.01      Committed Loans...............................................................................   22
   2.02      Borrowings, Conversions and Continuations of Committed Loans..................................   22
   2.03      Letters of Credit.............................................................................   24
   2.04      Swing Line Loans..............................................................................   30
   2.05      Prepayments...................................................................................   32
   2.06      Termination, Reduction or Increase of Commitments.............................................   33
   2.07      Repayment of Loans............................................................................   34
   2.08      Interest .....................................................................................   34
   2.09      Fees .........................................................................................   35
   2.10      Computation of Interest and Fees..............................................................   36
   2.11      Evidence of Debt..............................................................................   36
   2.12      Payments Generally............................................................................   36
   2.13      Sharing of Payments...........................................................................   37
   2.14      Maturity Date.................................................................................   38
ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY.................................................... ....   38
   3.01      Taxes ........................................................................................   38
   3.02      Illegality....................................................................................   39
   3.03      Inability to Determine Rates..................................................................   39
   3.04      Increased Cost; Reduced Return; Capital Adequacy; Reserves....................................   40
   3.05      Compensation for Losses.......................................................................   40
   3.06      Matters Applicable to all Requests for Compensation...........................................   41
   3.07      Survival .....................................................................................   41
ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS.......................................................   41
   4.01      Conditions of Initial Credit Extension........................................................   41
   4.02      Conditions to all Credit Extensions...........................................................   43
ARTICLE V REPRESENTATIONS AND WARRANTIES...................................................................   43
   5.01      Existence, Qualification and Power; Compliance with Laws......................................   43
   5.02      Authorization; No Contravention...............................................................   44
   5.03      Governmental Authorization; Other Consents....................................................   44
   5.04      Binding Effect................................................................................   44
   5.05      Financial Statements; No Material Adverse Effect..............................................   44
   5.06      Litigation....................................................................................   45
   5.07      No Default....................................................................................   45
   5.08      Ownership of Property; Liens..................................................................   45
   5.09      Environmental Compliance......................................................................   45
   5.10      Insurance.....................................................................................   45
   5.11      Taxes ........................................................................................   45
   5.12      ERISA Compliance..............................................................................   46
   5.13      Consolidated Entities; REIT Status............................................................   46
   5.14      Margin Regulations; Investment Company Act; Public Utility Holding Company Act. ..............   46
   5.15      Disclosure....................................................................................   46
   5.16      Compliance with Laws..........................................................................   47
   5.17      Intellectual Property; Licenses, Etc..........................................................   47
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                                           <C>
ARTICLE VI AFFIRMATIVE COVENANTS...........................................................................   47
   6.01      Financial Statements..........................................................................   47
   6.02      Certificates; Other Information...............................................................   48
   6.03      Notices ......................................................................................   49
   6.04      Payment of Obligations........................................................................   49
   6.05      Preservation of Existence, Etc................................................................   49
   6.06      Maintenance of Properties.....................................................................   49
   6.07      Maintenance of Insurance......................................................................   50
   6.08      Compliance with Laws..........................................................................   50
   6.09      Books and Records.............................................................................   50
   6.10      Inspection Rights.............................................................................   50
   6.11      Use of Proceeds...............................................................................   50
   6.12      Additional Guarantors.........................................................................   50
ARTICLE VII NEGATIVE COVENANTS.............................................................................   51
   7.01      Liens ........................................................................................   51
   7.02      Investments...................................................................................   51
   7.03      Indebtedness..................................................................................   52
   7.04      Fundamental Changes...........................................................................   52
   7.05      Dispositions..................................................................................   52
   7.06      Restricted Payments...........................................................................   53
   7.07      Change in Nature of Business..................................................................   53
   7.08      Transactions with Affiliates..................................................................   53
   7.09      Burdensome Agreements.........................................................................   54
   7.10      Use of Proceeds...............................................................................   54
   7.11      Financial Covenants...........................................................................   54
   7.12      Prepayment of Other Indebtedness, Etc.........................................................   54
   7.13      Organization Documents; Fiscal Year; Subsidiaries.............................................   54
ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES................................................................   55
   8.01      Events of Default.............................................................................   55
   8.02      Remedies Upon Event of Default................................................................   57
   8.03      Application of Funds..........................................................................   57
ARTICLE IX ADMINISTRATIVE AGENT............................................................................   58
   9.01      Appointment and Authorization of Administrative Agent.........................................   58
   9.02      Delegation of Duties..........................................................................   58
   9.03      Liability of Administrative Agent.............................................................   58
   9.04      Reliance by Administrative Agent..............................................................   59
   9.05      Notice of Default.............................................................................   59
   9.06      Credit Decision; Disclosure of Information by Administrative Agent............................   59
   9.07      Indemnification of Administrative Agent.......................................................   60
   9.08      Administrative Agent in its Individual Capacity...............................................   60
   9.09      Successor Administrative Agent................................................................   60
   9.10      Administrative Agent May File Proofs of Claim.................................................   61
   9.11      Guaranty Matters..............................................................................   61
   9.12      Other Agents; Arrangers and Managers..........................................................   62
ARTICLE X MISCELLANEOUS....................................................................................   62
   10.01     Amendments, Etc...............................................................................   62
   10.02     Notices and Other Communications; Facsimile Copies............................................   63
   10.03     No Waiver; Cumulative Remedies................................................................   64
   10.04     Attorney Costs, Expenses and Taxes............................................................   64
   10.05     Indemnification by the Borrower...............................................................   65
   10.06     Payments Set Aside............................................................................   65
   10.07     Successors and Assigns........................................................................   65
   10.08     Confidentiality...............................................................................   68
   10.09     Set-off. .....................................................................................   69
   10.10     Interest Rate Limitation......................................................................   69
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                                           <C>
   10.11    Counterparts...................................................................................   69
   10.12    Integration....................................................................................   69
   10.13    Survival of Representations and Warranties.....................................................   69
   10.14    Severability...................................................................................   70
   10.15    Tax Forms......................................................................................   70
   10.16    Replacement of Lenders.........................................................................   71
   10.17    Governing Law..................................................................................   71
   10.18    Waiver of Right to Trial by Jury...............................................................   72
   10.19    USA PATRIOT Act Notice.........................................................................   72
   10.20    Attorneys Fees.................................................................................   72
ARTICLE XI GUARANTY........................................................................................   72
   11.01    The Guaranty...................................................................................   72
   11.02    Obligations Unconditional......................................................................   73
   11.03    Reinstatement..................................................................................   73
   11.04    Certain Additional Waivers.....................................................................   74
   11.05    Remedies ......................................................................................   74
   11.06    Rights of Contribution.........................................................................   74
   11.07    Guarantee of Payment; Continuing Guarantee.....................................................   74
</TABLE>

<PAGE>

SCHEDULES

      1.1(a)  Existing Letters of Credit
      1.1(b)  Investment Entities
      2.01    Commitments and Pro Rata Shares
      5.05    Supplement to Interim Financial Statements
      5.06    Litigation
      5.09    Environmental Matters
      5.13    Consolidated Entities and Other Equity Investments
      5.17    Intellectual Property Matters
      10.02   Administrative Agent's Office, Certain Addresses for Notices

EXHIBITS

      A       Form of Committed Loan Notice
      B       Form of Swing Line Loan Notice
      C       Form of Note
      D       Form of Compliance Certificate
      E       Form of Assignment and Assumption
      F       Form of Joinder Agreement

<PAGE>

                                CREDIT AGREEMENT

      This CREDIT AGREEMENT ("Agreement") is entered into as of July 14, 2004,
among COUSINS PROPERTIES INCORPORATED, a Georgia corporation (the "Borrower"),
the Guarantors (as defined herein), 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, BANC OF AMERICA
SECURITIES LLC, as Sole Lead Arranger and Sole Book Manager, COMMERZBANK AG, NEW
YORK BRANCH, as Syndication Agent, PNC BANK, NATIONAL ASSOCIATION and WELLS
FARGO BANK, as Documentation Agents and EUROHYPO AG, NEW YORK BRANCH, as
Managing Agent.

      The Borrower has requested that the Lenders provide a revolving credit
facility, and the Lenders are willing to do so on the terms and conditions set
forth herein.

      In consideration of the mutual covenants and agreements herein contained,
the parties hereto covenant and agree as follows:

                                    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:

      "Adjusted Consolidated EBITDA" means, for any period, an amount equal to
(a) Consolidated EBITDA for such period, less (b) a deemed capital expenditures
reserve deduction equal to, on an annual basis, (i) $0.75 per rentable square
foot of all Income Producing Assets (or any portion thereof) which constitutes
office space; (ii) $0.15 per rentable square foot of all Income Producing Assets
(or any portion thereof) which constitutes industrial space and (iii) $0.50 per
rentable square foot of all remaining rentable square footage contained in
Income Producing Assets.

      "Adjusted Unencumbered EBITDA" means, for any period, that portion of
Adjusted Consolidated EBITDA for such period generated by Unencumbered
Properties (following deductions for deemed capital expenditure reserves
applicable to such Unencumbered Properties as set forth in the definition of
Adjusted Consolidated EBITDA).

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

      "Administrative Agent's Office" means the Administrative Agent's address
and, as appropriate, account as set forth on Schedule 10.02. or such other
address or account as the Administrative Agent may from time to time notify the
Borrower and the Lenders.

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

      "Affiliate" means, with respect to any Person, another Person that
directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified. "Control"
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of a Person, whether through the
ability to exercise voting power, by contract or otherwise. "Controlling" and
"Controlled" have meanings correlative thereto. Without limiting the generality
of the foregoing, a Person shall be deemed to be Controlled by another Person if
such other Person possesses, directly or indirectly, power to vote 10% or more
of the securities having ordinary voting power for the election of directors,
managing general partners or the equivalent.

                                       1
<PAGE>

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

      "Aggregate Commitments" means the Commitments of all the Lenders, as
adjusted from time to time in accordance with the terms of this Agreement. The
Aggregate Commitments as of the Closing Date shall be $325,000,000.

      "Agreement" means this Credit Agreement.

      "Applicable Rate" means, from time to time, for the purposes of
calculating (a) the interest rate applicable to Eurodollar Rate Loans for the
purposes of Section 2.08, (b) the interest rate applicable to Base Rate Loans
for the purposes of Section 2.08 or (c) the Letter of Credit Fee for the
purposes of Section 2.03(i), the following percentages per annum, based upon the
Consolidated Leverage Ratio as set forth in the most recent Compliance
Certificate received by the Administrative Agent pursuant to Section 6.02(b):

     Applicable Rate

<TABLE>
<CAPTION>
Pricing           Consolidated           Eurodollar Rate Loans
 Level           Leverage Ratio           Letter of Credit Fee    Base Rate Loans
-------    --------------------------    ---------------------    ---------------
<S>        <C>                           <C>                      <C>
1          < or = 0.35:1                         0.90%                  0%
2          > 0.35:1 but < or = 0.45:1            1.00%                  0%
3          > 0.45:1 but < or = 0.50.1            1.10%                  0%
4          > 0.50:1 but < or = 0.55:1            1.35%                  0%
5          > 0.55:1                              1.50%                  0%
</TABLE>

      Any increase or decrease in the Applicable Rate resulting from a change in
the Consolidated Leverage Ratio shall become effective as of the first Business
Day immediately following the date a Compliance Certificate is delivered
pursuant to Section 6.02(b); provided, however, that if a Compliance Certificate
is not delivered when due in accordance with such Section, then Pricing Level 5
shall apply as of the first Business Day after the date on which such Compliance
Certificate was required to have been delivered (until such time as such
delinquent Compliance Certificate is delivered). The Applicable Rate in effect
from the Closing Date through August 15, 2004 shall be determined based upon
Pricing Level 2.

      "Arranger" means a collective reference to Banc of America Securities LLC
in its capacity as sole lead arranger and sole book manager.

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

      "Attorney Costs" means and includes all reasonable fees, expenses and
disbursements of any law firm or other external counsel.

      "Attributable Indebtedness" means, on any date, (a) 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,
and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of
the remaining lease payments under the relevant lease that would appear on a
balance sheet of such Person prepared as of such date in accordance with GAAP if
such lease were accounted for as a capital lease. Notwithstanding the foregoing,
Attributable Indebtedness shall not include the Attributable Indebtedness of
Investment Entities except to the extent any other Unconsolidated Entity or
Consolidated Entity is liable for the same (disregarding any liability with
respect to customary recourse carve-outs applicable to any non-recourse secured
Attributable Indebtedness and disregarding any general partnership liability of
the Designated Entities).

      "Audited Financial Statements" means the audited consolidated balance
sheets of the Borrower and the Consolidated Entities for the calendar year ended
December 31, 2003, and the related consolidated statements of

                                       2
<PAGE>

income or operations, shareholders' equity and cash flows for such calendar year
of such Persons, including the notes thereto.

      "Availability Period" means the period from and including the Closing Date
to the earliest of (a) the Maturity Date, (b) the date of termination of the
Aggregate Commitments pursuant to Section 2.06, and (c) the date of termination
of the commitment of each Lender to make 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.

      "Bankruptcy Code" means the Bankruptcy Code in Title 11 of the United
States Code, as amended, modified, succeeded or replaced from time to time.

      "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 the
Administrative Agent as its "prime rate." The "prime rate" is a rate set by the
Administrative Agent based upon various factors including the Administrative
Agent'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 the
Administrative Agent shall take effect at the opening of business on the day
specified in the public announcement of such change.

      "Base Rate Committed Loan" means a Committed Loan that is a Base Rate
Loan.

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

      "Borrower" has the meaning specified in the introductory paragraph hereto.

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

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

      "Capital Lease Obligations" means, as to any Person, the obligations of
such Person under a lease that are required to be classified and accounted for
as capital lease obligations under GAAP and, for purposes of this definition,
the amount of such obligations at any date shall be the capitalized amount of
such obligations at such date, determined in accordance with GAAP.

      "Capital Stock" means any and all shares, interests or other equivalents
(however designated) of capital stock of a corporation, any and all equivalent
equity ownership interests in a Person that is not a corporation, including,
without limitation, any and all member or other equivalent interests in any
limited liability company or partnership interests or other equivalents in any
kind of partnership, and any and all warrants or options to purchase any of the
foregoing.

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

      "Cash Equivalents" means, as at any date, (a) securities issued or
directly and fully guaranteed or insured by the United States or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States is pledged in support thereof) having maturities of not more than ninety
(90) days from the date of acquisition, (b) Dollar denominated time deposits and
certificates of deposit of (i) any Lender, (ii) any domestic commercial bank of
recognized standing having capital and surplus in excess of $500,000,000 or
(iii) any bank whose short-term commercial paper rating from S&P is at least A-l
or the equivalent thereof or from Moody's is at least P-l or the equivalent
thereof (any such bank being an "Approved Bank"), in each case with maturities
of not more than ninety (90) days from the date of acquisition, (c) commercial
paper and variable or fixed rate notes issued

                                       3
<PAGE>

by any Approved Bank (or by the parent company thereof) or any variable rate
notes issued by, or guaranteed by, any domestic corporation rated A-1 (or the
equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or
better by Moody's and maturing within ninety (90) days of the date of
acquisition and (d) Investments, classified in accordance with GAAP as current
assets, in money market investment programs registered under the Investment
Company Act of 1940, as amended, which are administered by reputable financial
institutions having capital of at least $500,000,000 and the portfolios of which
are limited to Investments of the character described in the foregoing
subdivisions (a) through (d).

      "Change of Control" means, with respect to any Person, 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 which
      are granted by such Person (such right, an "option right"), whether such
      right is exercisable immediately or only after the passage of time),
      directly or indirectly, of 25% (or, in the case of Tom Cousins, 40%) or
      more of the equity securities of such Person entitled to vote for members
      of the board of directors or equivalent governing body of such Person 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
      granted by such Person); or

            (b) during any period of 12 consecutive months, a majority of the
      members of the board of directors or other equivalent governing body of
      such Person cease to be composed of individuals (i) who were members of
      that board or equivalent governing body on the first day of such period,
      (ii) whose election or nomination to that board or equivalent governing
      body 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 equivalent governing body or (iii) whose
      election or nomination to that board or other equivalent governing body
      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 or equivalent governing body (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 board or
      equivalent governing body 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.

      "Combined Parties" means the Borrower, the Consolidated Entities and the
Unconsolidated Entities.

      "Commitment" means, as to each Lender, its obligation to (a) make
Committed Loans to the Borrower 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 Lender's name on Schedule 2.01 or in
the Assignment and Assumption pursuant to which such Lender becomes a party
hereto, as applicable, as such amount may be adjusted from time to time in
accordance with this Agreement.

      "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" has the meaning specified in Section 2.01.

                                       4
<PAGE>

      "Committed Loan Notice" means a notice of (a) a Committed Borrowing, (b) a
conversion of Committed 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 EBITDA" means, for any period, for the Borrower and the
Consolidated Entities on a consolidated basis, an amount equal to Consolidated
Net Income for such period plus the following to the extent deducted in
calculating such Consolidated Net Income: (a) Interest Expense for such period,
(b) the provision for federal, state, local and foreign income taxes payable by
the Borrower and the Consolidated Entities for such period, (c) the amount of
depreciation and amortization expense deducted in determining such Consolidated
Net Income, and (d) proceeds attributable to minority interests.

      "Consolidated Fixed Charge Coverage Ratio" means, as of any date of
determination, the ratio of (a) Adjusted Consolidated EBITDA for the quarterly
period to (b) Fixed Charges for such period.

      "Consolidated Leverage Ratio" means, as of any date of determination, the
ratio of (a) Total Debt as of such date to (b) Total Assets as of such date.

      "Consolidated Net Income" means, for any period, for the Borrower and the
Consolidated Entities on a consolidated basis determined in accordance with
GAAP, the net income of the Borrower and the Consolidated Entities (excluding
the effect of any extraordinary gains or losses or other non-cash gains or
losses outside the ordinary course of business or gains or losses on sales of
investment property (including any impairment charges, whether or not incurred
in connection with the sale of depreciated investment property or otherwise))
for that period; provided, that net income shall not, in any case, include any
income allocable to Capital Stock interests of any Loan Party (other than the
Borrower) or any Affiliate of the Borrower or any other Loan Party (whether by
virtue of the organizational documents of such entity or contractual
arrangement) held by third parties other than the Borrower and the Consolidated
Entities.

      "Consolidated Entities" means any Person (other than an Investment Entity)
in which the Borrower owns any Capital Stock, the accounts of which Person are
consolidated with those of the Borrower in accordance with GAAP.

      "Consolidated Parties" means a collective reference to the Borrower and
the Consolidated Entities, and "Consolidated Party" means any one of them.

      "Consolidated Unencumbered Interest Coverage Ratio" means, as of any date
of determination, the ratio of (a) Adjusted Unencumbered EBITDA for the calendar
quarter ending on such date to (b) Interest Expense for Unsecured Debt for such
period.

      "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" has the meaning specified in the definition of "Affiliate."

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

      "CSC" means CSC Associates, L.P., a Georgia limited partnership, its
successors and assigns.

      "CSC Note" means that certain promissory note in the original principal
amount of $150,000,000 issued by CSC and payable to Bank of America, N. A. as
Master Servicer for LaSalle Bank National Association, as Trustee for the
registered holders of Banc of America Commercial Mortgage Inc., Commercial
Mortgage Pass Through Certificates, Series 2002-2, and any and all derivative or
replacement notes related thereto or refinancing the principal balance thereof
up to an aggregate principal amount of $175,000,000.

                                       5
<PAGE>

      "Daily Undrawn Amount" means, for each day during the term hereof, an
amount equal to (a) the Aggregate Commitments existing as of the end of such
day, less (b) the aggregate Outstanding Amount (with respect to both Committed
Loans and L/C Obligations) as of the end of such day.

      "Daily Unused Fee" means, for each day during the term hereof, an amount
equal to (a) the Daily Undrawn Amount for such day, multiplied by (b) a per diem
percentage rate (for a 360 day year) based on an annum percentage rate
calculated in accordance with the following:

<TABLE>
<CAPTION>
Daily Unused Percentage         Applicable per annum %
-----------------------         ----------------------
<S>                             <C>
        > 50.0%                         0.200%
   < or = 50.0%                         0.150%
</TABLE>

      "Daily Unused Percentage" means, for any day during the term hereof, a
percentage equal to (a) the Daily Undrawn Amount as of the end of such day,
divided by (b) the Aggregate Commitment as of the end of such day.

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

      "Default" means any event 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 or Swing Line Loans, an interest rate equal to (i) the
Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans
plus (iii) 2% 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 Rate) otherwise applicable to such Loan plus 2% per
annum, (b) when used with respect to Swing Line Loans, an interest rate equal to
(i) the Base Rate plus (ii) 1% per annum, and (c) when used with respect to
Letter of Credit Fees, a rate equal to the Applicable Rate for Letter of Credit
Fees plus 2% per annum, in all cases to the fullest extent permitted by
applicable Laws.

      "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.

      "Designated Entities" means a collective reference to (a) Wildwood
Associates, (b) Temco Associates or (c) any general partner of a Texas limited
partnership which would otherwise be included in the applicable calculation (so
long as in the case of clause (c) the general partner is not the Borrower);
provided, that (i) inclusion of Wildwood Associates and Temco Associates as
"Designated Entities" hereunder shall be subject to verification from time to
time by the Administrative Agent that the JV partners with respect to such
entities are liable for fifty percent (50.0%) of the total liabilities of such
entities and (ii) inclusion of any Texas limited partnerships as "Designated
Entities" hereunder shall be subject to verification by the Administrative Agent
that neither the Borrower nor any other Consolidated Entity (that is not such
Texas limited partnership or its general partner) is liable for any of the
liabilities of such Texas limited partnership.

      "Disposition" or "Dispose" means the sale, transfer or other disposition
(including any sale and leaseback transaction) of any property by any Person,
including any sale, assignment, transfer or other disposal, with or without
recourse, of any notes or accounts receivable or any rights and claims
associated therewith, provided that it shall not include any lease, license or
other occupancy agreement.

      "Dollar" and "$" mean lawful money of the United States.

                                       6
<PAGE>

      "Domestic Subsidiary" means any Subsidiary that is organized under the
laws of any political subdivision of the United States.

      "Eligible Assignee" has the meaning specified in Section 10.07(g).

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

      "Environmental Liability" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties or indemnities), of the Borrower, 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 pursuant to which liability is assumed or imposed
with respect to any of the foregoing.

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

      "ERISA Affiliate" means any trade or business (whether or not
incorporated) under common control with the Borrower within the meaning of
Section 414(b) or (c) of the 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 Borrower or any ERISA Affiliate from a Pension Plan
subject to Section 4063 of ERISA during a plan year in which it was a
substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation
of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA
Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is
in reorganization; (d) the filing of a notice of intent to terminate, the
treatment of a Plan amendment as a termination under Sections 4041 or 4041A of
ERISA, or the commencement of proceedings by the PBGC to terminate a Pension
Plan or Multiemployer Plan; (e) an event or condition 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 liability under Title IV of ERISA, other than for PBGC
premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower
or any ERISA Affiliate.

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

            (a) the rate per annum equal to the rate determined by the
      Administrative Agent to be the offered rate that appears on the page 3750
      of the Telerate screen (or any successor thereto) that displays an average
      British Bankers Association Interest Settlement Rate for deposits in
      Dollars (for delivery on the first day of such Interest Period) with a
      term equivalent to such Interest Period, determined as of approximately
      11:00 a.m. (London time) two Business Days prior to the first day of such
      Interest Period, or

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

            (c) if the rates referenced in the preceding clauses (a) and (b) are
      not available, the rate per annum determined by the Administrative Agent
      as the rate of interest at which deposits in Dollars for delivery on the
      first day of such Interest Period in same day funds in the approximate
      amount of the

                                       7
<PAGE>

      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 (or, if a quote is not available from Bank
      of America's London Branch, then another major bank's London branch, as
      reasonably selected by the Administrative Agent) 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 first day 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.

      "Existing Credit Agreement" means that certain Credit Agreement dated as
of August 31, 2001 among the Borrower, Bank of America, N.A., as administrative
agent, and a syndicate of lenders.

      "Existing Letter[s] of Credit" means those Letters of Credit described on
Schedule 1.1 (a) attached hereto.

      "Extended Maturity Date" has the meaning specified in Section 2.14(b).

      "Federal Funds Rate" means, for any day, the rate per annum (rounded
upward, if necessary, to a whole multiple of 1/100 of 1%) 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 charged to Bank of
America on such day on such transactions as determined by the Administrative
Agent.

      "Fee Letter" means the letter agreement, dated May 7, 2004, among the
Borrower, the Administrative Agent and the Arranger.

      "Fixed Charges" means, in the aggregate for the Combined Parties and for
the applicable period of calculation, the sum of (a) Interest Expense of the
Combined Parties, plus (b) the principal component of all payments made in
respect of capitalized lease obligations, plus (c) any payments required to be
made (whether or not actually made) in respect of ground rental obligations
under ground leases, plus (d) regularly scheduled required principal payments on
Indebtedness for Money Borrowed (excluding any scheduled balloon, bullet, or
similar principal payment which repays such Indebtedness for Money Borrowed in
full and excluding payments made by CSC under the CSC Note) plus (e) rentals
payable under leases of real property during such period to the extent not
covered in clause (b), plus (f) any dividends paid or payable by Borrower or any
of its Consolidated Entities in respect of any class of preferred capital stock;
provided, however, that in calculating Fixed Charges of each Consolidated Entity
and Unconsolidated Entity, the amount of the items described in clauses (a),
(b), (c), (d), (e) and (f) above of such Consolidated Entity shall be reduced by
the share allocable to interests held by Persons other than the Borrower or
other Consolidated Entities, and as to such Unconsolidated Entity shall be
multiplied by the percentage of the Borrower's direct and indirect ownership
interest in such Unconsolidated Entity (except to the extent the Borrower or the
applicable Consolidated Entity owner of the capital stock of the applicable
Unconsolidated Entity is liable, whether contractually or otherwise, for a
greater portion of such amount (disregarding any liability with respect to
customary recourse carve-outs applicable to any nonrecourse secured
Indebtedness), in which case such higher amount shall be used in the applicable
calculations (except with respect to the Designated Entities, for which only the
percentage of the Borrower's direct or indirect ownership interest shall be
used)).

      "Foreign Lender" has the meaning specified in Section 10.15(a)(i).

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

                                       8
<PAGE>

      "Fully Satisfied" means, with respect to the Obligations as of any date,
that, as of such date, (a) all principal of and interest accrued to such date
which constitute Obligations shall have been irrevocably paid in full in cash,
(b) all fees, expenses and other amounts then due and payable which constitute
Obligations shall have been irrevocably paid in cash, and (c) the Commitments
shall have been expired or terminated in full.

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

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

      "Guarantee" means, as to any Person, any (a) any obligation, contingent or
otherwise, of such Person guaranteeing or having the economic effect of
guaranteeing any Indebtedness or other obligation payable or performable by
another Person (the "primary obligor") in any manner, whether directly or
indirectly, and including any obligation of such Person, direct or indirect, (i)
to purchase or pay (or advance or supply funds for the purchase or payment of)
such Indebtedness or other obligation, (ii) to purchase or lease property,
securities or services for the purpose of assuring the obligee in respect of
such Indebtedness or other obligation of the payment or performance of such
Indebtedness or other obligation, (iii) to maintain working capital, equity
capital or any other financial statement condition or liquidity or level of
income or cash flow of the primary obligor so as to enable the primary obligor
to pay such Indebtedness or other obligation, or (iv) entered into for the
purpose of assuring in any other manner the obligee in respect of such
Indebtedness or other obligation of the payment or performance thereof or to
protect such obligee against loss in respect thereof (in whole or in part), or
(b) any Lien (other than a Permitted Lien) on any assets of such Person securing
any Indebtedness or other obligation of any other Person, whether or not such
Indebtedness or other obligation is assumed by such Person. Notwithstanding the
foregoing, Guarantee shall not include completion guarantees or the endorsement
of instruments. 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.

      "Guarantors" means, collectively, each of those Persons identified as a
"Guarantor" on the signature pages hereto, and each Person that subsequently
becomes a Guarantor pursuant to Section 6.12, and "Guarantor" means any one of
them.

      "Guaranty" means the Guaranty made by the Guarantors in favor of the
Administrative Agent and the Lenders pursuant to Article XI hereof.

      "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.

      "Income Producing Assets" means all real property assets of the Borrower,
any Consolidated Entity or any Unconsolidated Entity (a) which are partially or
fully income producing for financial reporting purposes on the applicable
calculation date and have been continuously partially or fully income producing
for financial reporting purposes for the calendar quarter ending immediately
preceding the calculation date, (b) for which an unconditional base building
certificate of occupancy (or its equivalent) has been issued by the applicable
Governmental Authority, and (c) as to such assets which in the immediately
preceding reporting period were classified as Non-Income

                                       9
<PAGE>

Producing Assets, which either (i) are leased to tenants in occupancy and/or to
parties not yet in occupancy but which have signed leases under which the only
condition to occupancy is completion of the applicable space, and the leases for
such tenants in occupancy or to be in occupancy represent eighty percent (80%)
or more of the rentable square footage of the applicable real property asset; or
(ii) have been a Non-Income Producing Asset for a period equal to or in excess
of eighteen (18) months following the issuance of an unconditional base building
certificate of occupancy (provided, that different phases of real property
developments shall be treated as different assets for purposes of this
determination); provided, however, that "Income Producing Assets" shall not
include (A) intra or inter-entity obligations between the Borrower and any of
the Consolidated Entities or (B) the CSC Note.

      "Indebtedness" means, as to any Person at a particular time, without
duplication, total liabilities of such Person as determined by GAAP, plus all of
the following, in each case to the extent not otherwise included as total
liabilities in accordance with GAAP:

            (a) all Indebtedness for Money Borrowed of such Person;

            (b) all obligations under financing leases, all Capital Lease
      Obligations (including all capitalized interest under any capital leases),
      all Synthetic Lease Obligations and all Off-Balance Sheet Liabilities of
      such Person;

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

            (d) indebtedness (excluding prepaid interest thereon) secured by a
      Lien on property owned 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;

            (e) all obligations of such Person to pay the deferred purchase
      price of property or services to the extent constituting indebtedness
      pursuant to GAAP (other than trade accounts payable in the ordinary course
      of business) and all obligations under any repurchase, take-out
      commitments or forward equity commitments (other than, with respect to the
      calculation of the Indebtedness of the Borrower, any Consolidated Entity
      or any Unconsolidated Entity, commitments to a Consolidated Entity, an
      Unconsolidated Entity or an Investment Entity);

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

            (g) all Monetized Guarantees of such Person in respect of any of the
      foregoing;

however, for purposes of this Agreement, (i) Indebtedness shall not include (A)
shareholders' and partners' and members' equity, (B) capital stock, (C) surplus,
(D) reserves for general contingencies and other cash reserves, (E) minority
interests in Consolidated Entities, and (F) deferred income which in accordance
with GAAP would be included in determining total liabilities as shown on the
liability side of a balance sheet of such Person and (ii) Indebtedness, as
calculated for the Borrower or any Loan Party shall not include Indebtedness of
Investment Entities, except, for clarification purposes, to the extent any other
Unconsolidated Entity or Consolidated Entity is liable for the same
(disregarding any liability with respect to customary recourse carve-outs
applicable to any nonrecourse secured Indebtedness and disregarding any general
partnership liability of the Designated Entities).

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 obligation or Synthetic Lease Obligation as of any date shall
be deemed to be the amount of Attributable Indebtedness in respect thereof as of
such date.

For purposes of clarification, notwithstanding any language to the contrary
contained in the foregoing, there shall be no double-counting of Indebtedness
(for example, in the case of a guaranty or letter of credit supporting other
Indebtedness).

                                       10
<PAGE>

      "Indebtedness for Money Borrowed" means, with respect to any Person,
without duplication (a) all money borrowed by such Person and Obligations of
such Person represented by notes payable by such Person and drafts accepted
representing extensions of credit to such Person, (b) all obligations of such
Person evidenced by bonds, debentures, notes, or other similar instruments, (c)
all Obligations of such Person upon which interest charges are customarily paid,
(d) all Obligations of such Person issued or assumed as full or partial payment
for property or services (other than accrued employee compensation), whether or
not any such notes, drafts, obligations, or Obligations would otherwise
represent "Indebtedness for Money Borrowed" and (e) all capitalized interest
under any capital leases and the principal balance outstanding with respect to
any Off-Balance Sheet Liabilities where such transaction is considered borrowed
money indebtedness for tax purposes but is classified as an operating lease in
accordance with GAAP. For purposes of this definition, (i) interest which is
accrued but not paid on the original due date or within any applicable cure or
grace period as provided by the underlying contract for such interest shall be
deemed Indebtedness for Money Borrowed and (ii) trade account payables arising
in the ordinary course of business and not delinquent by more than ninety (90)
days shall not be deemed Indebtedness for Money Borrowed. Indebtedness for Money
Borrowed with respect to the Borrower, the Consolidated Entities and/or the
Unconsolidated Entities shall not include any obligations of Investment Entities
except, for clarification purposes, to the extent any other Unconsolidated
Entity or Consolidated Entity is liable for the same (disregarding any liability
with respect to customary recourse carve-outs applicable to any nonrecourse
secured Obligations and disregarding any general partnership liability of the
Designated Entities).

      "Indemnified Liabilities" has the meaning specified in Section 10.05.

      "Indemnitees" has the meaning specified in Section 10.05.

      "Initial Maturity Date" has the meaning specified in Section 2.14(a).

      "Interest Capitalized" means, in respect of any period, interest
capitalized by the Borrower and its Consolidated Entities in such period
calculated in accordance with GAAP plus to the extent not already included
herein the Borrower's pro rata share of the interest capitalized of its
Unconsolidated Entities; provided, however, that Interest Capitalized shall not
include "interest capitalized" by CSC in respect of the CSC Note.

      "Interest Expense" means, in respect of any period, an amount equal to the
sum of (a) the interest payable during such period with respect to Indebtedness
for Money Borrowed of the Borrower and its Consolidated Entities (and, when
specified in the applicable covenant, a pro rata share of the interest payable
for the Unconsolidated Entities), and (b) the interest component of capitalized
lease obligations of the Borrower and the Consolidated Entities, less any
Interest Capitalized; provided, however, that Interest Expense shall not include
"interest expense" of CSC in respect of the CSC Note.

      "Interest Expense for Unsecured Debt" means for any period, Interest
Expense with respect to Unsecured Debt of the Borrower and the Consolidated
Entities.

      "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
Maturity Date; 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 fifth (5th) day of each calendar month and the Maturity Date.

      "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 Borrower in its Committed Loan Notice;
provided that:

            (a) any Interest Period that would otherwise end on a day that is
      not a Business Day shall be extended to the 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;

                                       11
<PAGE>

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

            (c) no Interest Period shall extend beyond the Maturity Date; and

            (d) the Borrower may, in addition to the periods set forth above,
      request and receive an Interest Period for a Eurodollar Rate Loan shorter
      than one (1) month if and to the extent that the Administrative Agent has
      pre-approved such shorter period (such approval to be withheld in the
      absolute and sole discretion of the Administrative Agent) and no Lender
      objects to the use of such shorter period prior to the establishment
      thereof (such objections to be raised in the absolute and sole discretion
      of the respective Lenders).

      "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, or (c) the purchase or other acquisition (in one
transaction or a series of transactions) of assets of another Person that
constitute a business unit. For purposes of covenant compliance, the amount of
any Investment shall be the amount actually invested, without adjustment for
subsequent increases or decreases in the value of such Investment.

      "Investment Entities" means, as of any date of determination, those
Persons in which the Borrower, any of the Consolidated Entities or any of the
Unconsolidated Entities directly or indirectly owns any Capital Stock which
satisfy each of the following criteria: (a) such Person is an unconsolidated
entity with respect to the Borrower for financial reporting purposes or is an
entity that is consolidated with the Borrower as a result of the pronouncement
entitled Financial Interpretation 46 "Consolidation of Variable Interest
Entities" by the Financial Accounting Standards Board on January 17, 2003 as
revised from time to time, (b) a party other than Borrower, a Consolidated
Entity or an Unconsolidated Entity has primary control over day-to-day
management of such Person (responsibilities under management agreements shall
not constitute control), and (c) none of the Borrower, any Consolidated Entity
or any Unconsolidated Entity is directly or contingently liable for indebtedness
of such Person, except for standard and customary recourse carve-outs commonly
included in non-recourse financings in the form of guarantees or indemnities.
For a list of the entities which are Investment Entities of the Borrower as of
the Closing Date, see Schedule 1.1 (b) attached hereto.

      "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
Credit Application, and any other document, agreement and instrument entered
into by the L/C Issuer and the Borrower (or any Consolidated Entity) or in favor
of the L/C Issuer and relating to any such Letter of Credit.

      "Joinder Agreement" means a Joinder Agreement substantially in the form of
Exhibit F hereto, executed and delivered by a new Guarantor in accordance with
the provisions of Section 6.12.

      "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

                                       12
<PAGE>

and permits of, and agreements with, any Governmental Authority, in each case to
the extent from time to time in full force and effect or otherwise having the
force of law.

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

      "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 or a Swing Line Loan.

      "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
undrawn amount of all outstanding Letters of Credit plus the aggregate of all
Unreimbursed Amounts, including all L/C Borrowings. 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 L/C Issuer and 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 Borrower
and the Administrative Agent.

      "Letter of Credit" means any letter of credit issued hereunder and shall
include the Existing Letter[s] of Credit. For purposes of this Agreement, a
Letter of Credit may be a standby letter of credit only and may not be a
commercial letter 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 Cash Collateral Date" means the day that is ten (10)
days prior to the Maturity Date then in effect (or, if such day is not a
Business Day, the preceding Business Day).

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

      "Letter of Credit Expiration Date" means the day that is one year after
the Maturity Date then in effect (or, if such day is not a Business Day, the
preceding Business Day).

      "Letter of Credit Sublimit" means, for any date of determination, an
amount equal to fifty percent (50.0%) multiplied by the amount of the Aggregate
Commitments in existence as of such date. The Letter of Credit Sublimit is part
of, and not in addition to, the Aggregate Commitments.

      "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, and any financing lease having
substantially the same economic effect as any of the foregoing).

      "Liquid Assets" means, as of any date of determination, the following
assets of the Combined Parties: (a) unrestricted cash and marketable securities;
and (b) notes receivable (related to loans that are not in default and otherwise
fully performing as of such date) secured by a mortgage instrument with a valid
and enforceable first

                                       13
<PAGE>

priority mortgage lien on a fee or leasehold interest held by the debtor in the
applicable real estate assets, where the fair market value of such real estate
assets is greater than 110% of the amount of Indebtedness secured thereby.

      "Loan" means an extension of credit by a Lender to the Borrower under
Article II in the form of a Committed Loan or a Swing Line Loan.

      "Loan Documents" means this Agreement, each Note, each Issuer Document,
each Joinder Agreement and the Fee Letter.

      "Loan Parties" means, collectively, the Borrower and each Guarantor.

      "Material Adverse Effect" means (a) a material adverse effect upon, the
results of operations, business, properties, financial condition or business
prospects of the Combined Parties taken as a whole; (b) a material impairment of
the ability of the Loan Parties taken as a whole to perform their obligations
under any Loan Document to which it is a party; or (c) a material adverse effect
upon the legality, validity, binding effect or enforceability against any Loan
Party of any Loan Document to which it is a party.

      "Maturity Date" means the later to occur of (a) the Initial Maturity Date;
and (b) to the extent maturity is extended pursuant to Section 2.14. the
Extended Maturity Date.

      "Monetized Guarantee" means any Guarantee which (a) is a Guarantee of
Indebtedness for Money Borrowed; (b) is a Guarantee that has been reduced to
judgment or otherwise liquidated for a specified monetary amount; or (c) is a
Guarantee of performance of any obligation which obligation is past due beyond
any applicable grace or cure period and the liability under which can be
reasonably quantified in terms of the monetary liability of the applicable
obligor.

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

      "Non-Income Producing Asset" means any real property asset of the
Borrower, any Consolidated Entity, or any Unconsolidated Entity which does not
qualify as "Income Producing Asset" (following application of subsection (c)(ii)
and each other provision of the definition thereof).

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

      "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 (i) interest
and fees that accrue under the Loan Documents 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 and (ii) any Swap Contract entered into in connection with the Loans
by any Loan Party with respect to which a Lender or any Affiliate of such Lender
is a party.

      "Off-Balance Sheet Liabilities" means, with respect to any Person as of
any date of determination thereof, without duplication and to the extent not
included as a liability on the consolidated balance sheet of such Person and its
consolidated Subsidiaries in accordance with GAAP: (a) with respect to any asset
securitization transaction (including any accounts receivable purchase facility)
(i) the unrecovered investment of purchasers or transferees of assets so
transferred and (ii) any other payment, recourse, repurchase, hold harmless,
indemnity or similar obligation of such Person or any of its Subsidiaries in
respect of assets transferred or payments made in respect thereof, other than
limited recourse provisions that are customary for transactions of such type and
that neither (x) have the effect of limiting the loss or credit risk of such
purchasers or transferees with respect to payment or performance by the obligors
of the assets so transferred nor (y) impair the characterization of the
transaction as a true sale under

                                       14
<PAGE>

applicable Laws (including Debtor Relief Laws); (b) the monetary obligations
under any financing lease or so-called "synthetic," tax retention or off-balance
sheet lease transaction which, upon the application of any Debtor Relief Law to
such Person or any of its Subsidiaries, would be characterized as indebtedness;
or (c) the monetary obligations under any sale and leaseback transaction which
does not create a liability on the consolidated balance sheet of such Person and
its Subsidiaries; or (d) any other monetary obligation arising with respect to
any other transaction which is the functional equivalent of or takes the place
of borrowing but which does not constitute a liability on the consolidated
balance sheet of such Person and its Subsidiaries (for purposes of this clause
(d), any transaction structured to provide tax deducibility as interest expense
of any dividend, coupon or other periodic payment will be deemed to be the
functional equivalent of a borrowing).

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

      "Outstanding Amount" means (i) with respect to Committed Loans and Swing
Line Loans on any date, the aggregate outstanding principal amount thereof after
giving effect to any borrowings and prepayments or repayments of Committed Loans
and Swing Line Loans, as the case may be, 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
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 10.07(d).

      "PBGC" means the Pension Benefit Guaranty Corporation.

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

      "Permitted Liens" means, at any time, Liens in respect of property of the
Borrower, Consolidated Entities and/or Unconsolidated Entities constituting:

            (a) Liens existing pursuant to any Loan Document;

            (b) Liens (other than Liens imposed under ERISA) for taxes,
      assessments (including private assessments and charges) or governmental
      charges or levies 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, or which have been insured over without
      qualification, condition or assumption by title insurance or otherwise in
      a manner acceptable to Agent in its sole discretion;

            (c) statutory Liens of landlords and Liens of carriers,
      warehousemen, mechanics, materialmen and suppliers and other Liens imposed
      by law or pursuant to customary reservations or retentions of title
      arising in the ordinary course of business, provided that such Liens
      secure only amounts not yet due and payable or, if due and payable, are
      unfiled and no other action has been taken to enforce the

                                       15
<PAGE>

      same or are being contested in good faith by appropriate proceedings for
      which adequate reserves determined in accordance with GAAP have been
      established;

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

            (e) leases or subleases to third parties (including any Affiliates
      of Borrower or any Combined Party);

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

            (g) any interest of title of a lessor under, and Liens arising from
      UCC financing statements (or equivalent filings, registrations or
      agreements in foreign jurisdictions) relating to, leases permitted by this
      Agreement; and

            (h) Liens incurred in the ordinary course of business in connection
      with workers compensation, unemployment insurance or other social security
      obligations.

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

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

      "Pro Rata Share" means, with respect to each Lender at any time, a
fraction (expressed as a percentage, carried out to the ninth decimal place),
the numerator of which is the amount of the Commitment of such Lender at such
time and the denominator of which is the amount of the Aggregate Commitments at
such time; provided that if the commitment of each Lender to make Loans and the
obligation of the L/C Issuer to make L/C Credit Extensions have been terminated
pursuant to Section 8.02, then the Pro Rata Share of each Lender shall be
determined based on the Pro Rata Share of such Lender immediately prior to such
termination and after giving effect to any subsequent assignments made pursuant
to the terms hereof. The initial Pro Rata Share 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.

      "Register" has the meaning specified in Section 10.07(c).

      "REIT" means a Person qualifying for treatment as a "real estate
investment trust" under the Code.

      "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
at least 66-2/3% of the Aggregate Commitments or, if the commitment of each
Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit
Extensions have been terminated pursuant to Section 8.02, Lenders holding in the
aggregate at least 66-2/3% of the Total Outstandings (with the aggregate amount
of each Lender's risk participation and funded participation in L/C Obligations
and Swing Line Loans being deemed "held" by such Lender for purposes of this

                                       16
<PAGE>

definition); 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, chief investment officer, chief administrative officer,
general counsel or, solely with respect to the ability to request advances of
Loans, L/C Credit Extensions and continuations and conversions of Loans and to
sign Compliance Certificates, any other Person who is authorized in writing by
any of the foregoing to make such requests. 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 Payment" means any cash dividend or other distribution with
respect to any Capital Stock (including preferred stock) or other equity
interest of the Borrower or any Consolidated Entity, or any payment, 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, other than any distribution or other payment solely in
Capital Stock of such Person.

      "Restricted Purchase" means any payment on account of the purchase,
redemption, or other acquisition or retirement of any Capital Stock (including
preferred equity) of the Borrower.

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

      "Secured Debt" means, for any given calculation date, the total aggregate
principal amount of Indebtedness for Money Borrowed of the Borrower and the
Consolidated Entities, on a consolidated basis (and without duplication on
account of the guaranty obligations of the Borrower or any Consolidated Entity
relating to the Indebtedness for Money Borrowed of another Consolidated Entity),
that is secured in any manner by any Lien; provided, that obligations in respect
of Capitalized Leases shall not be deemed to be Secured Debt. For clarification
purposes, (i) any unsecured guaranty given by the Borrower or any Consolidated
Entity of secured obligations of a Person who is not a Consolidated Entity does
not constitute Secured Debt of the Person giving the guaranty, (ii) any
unsecured guaranty given by the Borrower or any Consolidated Entity of the
Secured Debt of another Consolidated Entity constitutes the Secured Debt of the
Person directly incurring the Secured Debt and shall not be calculated as part
of the obligations of the Person giving the guaranty, (iii) any unsecured
guaranty given by the Borrower or any Consolidated Entity of the unsecured
obligations of a Person who is not a Consolidated Entity does not constitute
Secured Debt of the Person giving the guaranty, (iv) any unsecured guaranty
given by the Borrower or any Consolidated Entity of the unsecured obligations of
another Consolidated Entity does not constitute the Secured Debt of the Person
directly incurring such obligations and shall not be calculated as part of the
obligations (secured or otherwise) of the Person giving the guaranty, (v) any
secured guaranty given by the Borrower or any Consolidated Entity of secured
obligations of a Person who is not a Consolidated Entity constitutes Secured
Debt of such Person giving the guaranty, (vi) any secured guaranty given by the
Borrower or any Consolidated Entity of the secured obligations of another
Consolidated Entity constitutes the Secured Debt of the Person directly
incurring the secured obligations and shall not be calculated as part of the
obligations (secured or otherwise) of the Person giving the guaranty, (vii) any
secured guaranty given by the Borrower or any Consolidated Entity of the
unsecured obligations of a Person who is not a Consolidated Entity constitutes
the Secured Debt of the Person giving the guaranty, and (viii) any secured
guaranty given by the Borrower or any Consolidated Entity of the unsecured
obligations of any Consolidated Entity constitutes the Secured Debt of the
Person giving the guaranty and shall not be calculated as part of the
obligations (secured or otherwise) of the Person directly incurring such
obligations.

      "Shareholders' Equity" means, as of any date of determination,
consolidated shareholders' equity of the Borrower and its Consolidated Entities
as of that date determined in accordance with GAAP.

      "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

                                       17
<PAGE>

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 Borrower.

      "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 relating to the foregoing, 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 related to any of the foregoing (any such master agreement, together
with any related schedules, a "Master Agreement"), including any such
obligations or liabilities under any Master Agreement.

      "Swap Termination Value" means, in respect of any one or more Swap
Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after
the date such Swap Contracts have been closed out and termination 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 (a) $50,000,000, less (b) a
percentage equal to the percentage reduction in the Aggregate Commitments below
a level of $275,000,000. The Swing Line Sublimit is part of, and not in addition
to, the Aggregate Commitments.

      "Synthetic Lease Obligation" means the monetary obligation of a Person
under (a) a so-called synthetic, off-balance sheet or tax retention lease, or
(b) an agreement for the use or possession of property creating obligations that
do not appear on the balance sheet of such Person where such transaction is
considered borrowed money indebtedness for tax purposes but is classified as an
operating lease in accordance with GAAP.

      "Threshold Amount" means $10,000,000.

      "Total Assets" means, as of any calculation date, the sum of (a) the Value
of Income Producing Assets for all such assets of the Combined Parties, plus (b)
the Value of Liquid Assets of the Combined Parties, plus (c) the Value of
Non-Income Producing Assets of the Combined Parties, provided, however, that in
calculating Total Assets, item (c) shall be reduced to the extent necessary
(with a corresponding reduction in the sum of items (a), (b) and (c)) to
establish that item (c) shall not exceed forty percent (40%) of Total Assets.

                                       18
<PAGE>

      "Total Debt" means, as of any calculation date, for the Combined Parties
(reduced to the extent necessary to reflect the portion thereof not attributable
to Borrower's direct and indirect ownership interest), the sum of (without
duplication): (a) all outstanding Indebtedness for Money Borrowed (other than
the CSC Note); (b) all capitalized lease obligations, and (c) all obligations
constituting Monetized Guarantees of such Persons; provided, however, that in
calculating the Total Debt of each Consolidated Entity and Unconsolidated
Entity, the amount of the items described in clauses (a), (b) and (c) above of
such Consolidated Entity and Unconsolidated Entity shall be multiplied by the
percentage of the Borrower's direct and indirect ownership interest in such
Consolidated Entity and Unconsolidated Entity. Total Debt shall not include any
such obligation of Investment Entities except, for clarification purposes, to
the extent any Consolidated Entity is liable for the same (disregarding any
Consolidated Entity's liability with respect to customary recourse carve-outs
applicable to any nonrecourse secured Indebtedness) and disregarding any general
partnership liability of the Designated Entities.

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

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

      "Unconsolidated Entities" means, as of any date of determination, those
Persons in which the Borrower or any of the Consolidated Entities owns some
portion of Capital Stock and which are not consolidated with the Borrower on the
financial statements of the Borrower in accordance with GAAP. Unconsolidated
Entities shall not include Investment Entities.

      "Unencumbered Properties" means all real property assets owned by the
Borrower or the Consolidated Entities that are not subject to any Liens other
than Permitted Liens and are located in the United States of America.

      "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.

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

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


      "Unsecured Debt" means, as of any date, the aggregate of all Indebtedness
for Money Borrowed of the Borrower and the Consolidated Entities that was
incurred, and continues to be outstanding, without granting a Lien (other than
Permitted Liens not described in clauses (a) or (f) of such definition) as
security for such Indebtedness for Money Borrowed. Unsecured Debt shall not
include any such obligations of Unconsolidated Entities or Investment Entities
except, for clarification purposes, to the extent any Consolidated Entity is
liable for the same (disregarding any liability with respect to customary
recourse carve-outs applicable to any nonrecourse secured obligations and
disregarding any general partnership liability of the Designated Entities). For
clarification purposes, (a) any unsecured guaranty given by the Borrower or any
Consolidated Entity of secured obligations of a Person who is not the Borrower
or a Consolidated Entity constitutes Unsecured Debt of the Borrower or such
Consolidated Entity giving the guaranty, (b) any unsecured guaranty given by the
Borrower or any Consolidated Entity of the secured obligations of the Borrower
or another Consolidated Entity constitutes the Secured Debt of the Borrower or
the Consolidated Entity directly incurring the secured obligations and shall not
be calculated as part of the obligations (either secured or unsecured) of the
Borrower or such Consolidated Entity giving the guaranty (except to the extent
that the relevant calculation does not otherwise account for the obligations of
the Borrower or the Consolidated Entity directly incurring the underlying
secured obligations, in which case it shall constitute the Unsecured Debt of the
Borrower or the Consolidated Entity giving the guaranty), (c) any unsecured
guaranty given by the Borrower or any Consolidated Entity of the unsecured
obligations of a Person who is not the Borrower or a Consolidated Entity
constitutes the Unsecured Debt of the Borrower or such Consolidated Entity
giving the guaranty, (d) any unsecured guaranty given by the Borrower or any
Consolidated Entity of the unsecured obligations of the Borrower or another
Consolidated Entity constitutes the Unsecured Debt of the Borrower or the
Consolidated Entity directly incurring such obligations and shall not be
calculated as part of the obligations (either secured or unsecured) of the
Borrower or such Consolidated Entity giving the guaranty (except to the extent
that the relevant

                                       19
<PAGE>

calculation does not otherwise account for the obligations of the Borrower or
the Consolidated Entity directly incurring the underlying unsecured obligations,
in which case it shall constitute the Unsecured Debt of the Borrower or the
Consolidated Entity giving the guaranty), (e) any secured guaranty given by the
Borrower or any Consolidated Entity of secured obligations of a Person who is
not the Borrower or a Consolidated Entity constitutes secured debt of the
Borrower or such Consolidated Entity giving the guaranty, (f) any secured
guaranty given by the Borrower or any Consolidated Entity of the secured
obligations of the Borrower or another Consolidated Entity constitutes the
secured debt of the Borrower or the Consolidated Entity directly incurring the
secured obligations and shall not be calculated as part of the obligations
(either secured or unsecured) of the Borrower or such Consolidated Entity giving
the guaranty (except to the extent that the relevant calculation does not
otherwise account for the obligations of the Borrower or the Consolidated Entity
directly incurring the underlying secured obligations, in which case it shall
constitute the secured debt of the Borrower or the Consolidated Entity giving
the guaranty), (g) any secured guaranty given by the Borrower or any
Consolidated Entity of the unsecured obligations of a Person who is not the
Borrower or a Consolidated Entity constitutes the secured debt of the Borrower
or such Consolidated Entity giving the guaranty, and (h) any secured guaranty
given by the Borrower or any Consolidated Entity of the unsecured obligations of
the Borrower or another Consolidated Entity constitutes the secured debt of the
Borrower or such Consolidated Entity giving the guaranty and shall not be
calculated as part of the obligations (either secured or unsecured) of the
Borrower or the Consolidated Entity directly incurring such obligations (except
to the extent that the relevant calculation does not otherwise account for the
obligations of the Borrower or such Consolidated Entity giving the guaranty, in
which case it shall constitute the Unsecured Debt of the Borrower or the
Consolidated Entity directly incurring the underlying unsecured obligations).
For purposes of calculating the financial covenants contained herein,
obligations of the Borrower or any Consolidated Entity pursuant to the terms of
any letter of credit shall be treated in the same manner as a guaranty.

      "Unused Fee" has the meaning set forth in Section 2.09(a).

      "Value of Income Producing Assets" means, as of any date, the aggregate
value of each Income Producing Asset existing as of such date, where the value
of each such Income Producing Asset equals: the product of (a) the Adjusted
Consolidated EBITDA for the most recent calendar quarter allocable to such
Income Producing Asset, (i) multiplied by four (4), (ii) then, divided by 8.75%,
multiplied by (b) (i) if such asset is owned by the Borrower or any Consolidated
Entity, 100% (adjusted, in the case of such an asset owned by a Consolidated
Entity, appropriately to reflect the relative direct and indirect economic
interest (calculated as a percentage) of the Borrower in such Consolidated
Entity determined in accordance with the applicable provisions of the
organizational documents of such Consolidated Entity), and (ii) if such asset is
owned by an Unconsolidated Entity, the percentage of the Borrower's direct or
indirect ownership in the Unconsolidated Entity owning such asset; provided,
however, that if any Income Producing Asset has been an Income Producing Asset
for a period of less than four (4) calendar quarters, then such Income Producing
Asset will be assigned a value which is the greater of (i) the value of such
asset determined in accordance with clauses (a) and (b) above and (ii) the value
of such asset determined in accordance with clauses (a) and (b) of the
definition of "Value of Non-Income Producing Assets" as if such asset were a
Non-Income Producing Asset.

      "Value of Liquid Assets" means, as of any date, the sum of (a) the amount
of cash included in Liquid Assets, plus (b) an amount equal to (i) the market
value of any marketable securities included in Liquid Assets, less (ii) to the
extent not included in Total Debt, any margin indebtedness with respect thereto,
plus (c) the book value of notes receivable secured by a mortgage instrument
with a valid and enforceable first priority mortgage lien on a fee or leasehold
interest held by the debtor in the applicable real estate assets and included in
Liquid Assets (where the fair market value of such real estate assets is greater
than or equal to 110% of the amount of indebtedness secured thereby); provided,
that with respect to each asset the respective amounts used in calculating
clauses (a), (b) and (c) above shall be multiplied by (1) if such asset is owned
by the Borrower or any Consolidated Entity, 100% (adjusted, in the case of such
an asset owned by a Consolidated Entity, appropriately to reflect the relative
direct and indirect economic interest (calculated as a percentage) of the
Borrower in such Consolidated Entity determined in accordance with the
applicable provisions of the organizational documents of such Consolidated
Entity), and (2) if such asset is owned by an Unconsolidated Entity, the
percentage of the Borrower's direct or indirect ownership in the Unconsolidated
Entity owning such asset.

                                       20
<PAGE>

      "Value of Non-Income Producing Assets" means on any calculation date, the
aggregate value of all Non-Income Producing Assets, where the value of each such
Non-Income Producing Asset is equal to the product of (a) the cost of such asset
reported to the date of calculation in accordance with GAAP, times (b) (i) if
such asset is owned by the Borrower or any Consolidated Entity, 100% (adjusted,
in the case of such an asset owned by a Consolidated Entity, appropriately to
reflect the relative direct and indirect economic interest (calculated as a
percentage) of the Borrower in such Consolidated Entity determined in accordance
with the applicable provisions of the organizational documents of such
Consolidated Entity), or (ii) if such asset is owned by an Unconsolidated
Entity, the percentage of the Borrower's direct or indirect ownership in the
Unconsolidated Entity owning such asset; provided, however, that the Wildwood,
North Point and Paulding undeveloped land held by the Borrower or its
Consolidated Entities shall be valued at a total of $65,490,000 for purposes of
this definition as of closing ($16,650,000 of such amount is attributable to the
Wildwood undeveloped land, $19,440,000 to the North Point undeveloped land and
$29,400,000 to the Paulding undeveloped land); provided further, that in the
event any parcels of such undeveloped land are sold, such aggregate value amount
shall be reduced according to the value attributed to the undeveloped land sold,
or, in the event that only a portion of any such undeveloped land is sold, to be
reduced pro rata according to square footage or acreage, as applicable), subject
to the right of the Administrative Agent to request the re-appraisal of one or
more of such properties in the event that the Administrative Agent reasonably
believes that the value thereof has been materially reduced for any reason.

      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 meanings of defined terms are equally applicable to the
      singular and plural forms of the defined terms.

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

                (ii) Article, Section, Exhibit and Schedule references are to
            the Loan Document in which such reference appears.

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

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

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

            (d) Section headings herein and in the other 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) 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 (except as provided in this Agreement with respect to
      Investment Entities) applied on a consistent basis, as in effect from time
      to time, applied in a manner consistent with that used in preparing the
      Audited Financial Statements, except as otherwise specifically prescribed
      herein.

            (b) 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 Borrower or the Required Lenders shall so

                                       21

<PAGE>

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

      1.06 TIMES OF DAY. Unless otherwise specified, all references herein to
times of day shall be references to Eastern time (daylight or standard, as
applicable).

      1.07 LETTER OF CREDIT AMOUNTS. Unless otherwise specified, all references
herein to the amount of a Letter of Credit at any time shall be deemed to mean
the maximum face amount of such Letter of Credit after giving effect to all
increases thereof contemplated by such Letter of Credit or the Issuer Documents
related thereto, whether or not such maximum face amount is in effect at such
time.

                                   ARTICLE II
                      THE COMMITMENTS AND CREDIT EXTENSIONS

      2.01 COMMITTED LOANS. Subject to the terms and conditions set forth
herein, each Lender severally agrees to make loans (each such loan, a "Committed
Loan") to the Borrower from time to time, on any Business Day during the
Availability Period, in an aggregate amount not to exceed at any time the amount
of such Lender's Commitment; provided, however, that after giving effect to any
Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate
Commitments, (ii) the aggregate Outstanding Amount of the Committed Loans of any
Lender, plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C
Obligations, plus such Lender's Pro Rata Share of the Outstanding Amount of all
Swing Line Loans shall not exceed such Lender's Commitment and (iii) the
aggregate Unsecured Debt of the Borrower and the Consolidated Entities
(including any requested or pending Credit Extension) shall not exceed the
amount permitted pursuant to Section 7.03(c) hereof. Within the limits of each
Lender's Commitment, and subject to the other terms and conditions hereof, the
Borrower may borrow under this Section 2.01, prepay under Section 2.05, and
reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or
Eurodollar Rate Loans, as further provided herein.

      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 irrevocable notice from the Borrower to the Administrative Agent, which may
be given by telephone (provided that such telephonic notice complies with the
information requirements of the form of Committed Loan Notice attached hereto).
Each such notice must be received by the Administrative Agent not later than
1:00 p.m. (i) three Business Days prior to the requested date of any Borrowing
of, conversion to or continuation of Eurodollar Rate Loans, and (ii) on the
requested date of any Borrowing of Base Rate Committed Loans. Each telephonic
notice by the Borrower pursuant to this Section 2.02(a)

                                       22

<PAGE>

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 Borrower. Each Borrowing of, conversion to or continuation of
Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole
multiple of $100,000 in excess thereof. Except as provided in Sections 2.03(c)
and 2.04(c), each Borrowing of or conversion to Base Rate Committed Loans shall
be in a principal amount of $500,000 or a whole multiple of $100,000 in excess
thereof. Each Committed Loan Notice (whether telephonic or written) shall
specify (i) whether the Borrower is 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 Borrower fails to specify a Type of Committed Loan
in a Committed Loan Notice or if the Borrower fails to give a timely notice
requesting a conversion or continuation, then the applicable Committed Loans
shall be made as, or converted to, Eurodollar Rate Loans with an interest period
of one month. Any such automatic conversion to Eurodollar Rate Loans shall be
effective as of the last day of the Interest Period then in effect with respect
to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing
of, conversion to, or continuation of Eurodollar Rate Loans in any such
Committed Loan Notice, but fails to specify an Interest Period, it 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 Pro Rata Share of the
applicable Committed Loans, and if notice of a conversion or continuation is not
provided by the Borrower by 1:00 p.m. three Business Days prior to the requested
date of any Borrowing of, conversion to or continuation of Eurodollar Rate
Loans, the Administrative Agent shall notify each Lender of the details of any
automatic conversion to Eurodollar 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
12:00 p.m. on the Business Day specified in the applicable Committed Loan Notice
for notices related to Eurodollar Rate Loans or notices related to Base Rate
Loans and given by the Borrower on or prior to 3:00 p.m. on the day prior to the
requested date for such Credit Extension or 3:00 p.m. on the Business Day
specified in the applicable Committed Loan Notice for notices related to Base
Rate Loans delivered after such time; provided, in each case, that nothing
contained in this sentence shall be deemed to alter the requirements contained
in the previous sentence for timely delivery of notices relating to Base Rate
Loans or Eurodollar Rate Loans. 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 Borrower in like funds as received by the
Administrative Agent either by (i) crediting the account of the Borrower 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 Borrower.

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

      (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 twelve (12) Interest
Periods in effect with respect to Committed Loans. No more than eight (8)
Committed Loans may be initiated in any given calendar month.

                                       23

<PAGE>

      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 other 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 Cash
      Collateral Date, to issue Letters of Credit for the account of the
      Borrower, any Consolidated Entity or any Unconsolidated Entity, and to
      amend or extend Letters of Credit previously issued by it, in accordance
      with subsection (b) below, and (2) to honor drawings under the Letters of
      Credit; and (B) the Lenders severally agree to participate in Letters of
      Credit issued for the account of the Borrower, any Consolidated Entity or
      any Unconsolidated Entity and any drawings thereunder; provided that after
      giving effect to any L/C Credit Extension with respect to any Letter of
      Credit, (w) the Total Outstandings shall not exceed the Aggregate
      Commitments, (x) the aggregate Outstanding Amount of the Committed Loans
      of any Lender, plus such Lender's Pro Rata Share of the Outstanding Amount
      of all L/C Obligations, plus such Lender's Pro Rata Share of the
      Outstanding Amount of all Swing Line Loans shall not exceed such Lender's
      Commitment, (y) the Outstanding Amount of the L/C Obligations shall not
      exceed the Letter of Credit Sublimit and (z) the aggregate Unsecured Debt
      of the Borrower and the Consolidated Entities (including any requested or
      pending Credit Extension) shall not exceed the amount permitted pursuant
      to Section 7.03(c) hereof. Each request by the Borrower for the issuance
      or amendment of a Letter of Credit shall be deemed to be a representation
      by the Borrower 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
      Borrower's ability to obtain Letters of Credit shall be fully revolving,
      and accordingly the Borrower may, during the foregoing period, obtain
      Letters of Credit to replace Letters of Credit that are expiring or have
      expired or that have been drawn upon and reimbursed. All Existing Letters
      of Credit shall be deemed to have been issued pursuant hereto, and from
      and after the Closing Date shall be subject to and governed by the terms
      and conditions hereof.

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

                  (A) subject to Section 2.03(b)(iii), the expiry date of such
            requested Letter of Credit would occur more than twelve months after
            the date of issuance or last extension, 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
            Lenders have approved such expiry date; or

                  (C) the requested Letter of Credit is not a standby letter of
            credit.

            (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 any
            Laws or one or more policies of the L/C Issuer;

                                       24

<PAGE>

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

                  (D) such Letter of Credit contains any provision for automatic
            reinstatement of the stated amount after any drawing thereunder; or

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

            (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.

            (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.

      (b) Procedures for Issuance and Amendment of Letters of Credit;
Auto-Extension Letters of Credit.

            (i) Each Letter of Credit shall be issued or amended, as the case
      may be, upon the request of the Borrower delivered to the L/C Issuer (with
      a copy to the Administrative Agent) in the form of a Letter of Credit
      Application, appropriately completed and signed by a Responsible Officer
      of the Borrower. Such Letter of Credit Application must be received by the
      L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least
      two 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 reasonably
      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 reasonably require. Additionally, the
      Borrower 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 reasonably require.

            (ii) Promptly after receipt of any Letter of Credit Application, the
      L/C Issuer will confirm with the Administrative Agent (by telephone or in
      writing) that the Administrative Agent has received a copy of such Letter
      of Credit Application from the Borrower and, if not, the L/C Issuer will
      provide the Administrative Agent with a copy thereof. Unless the L/C
      Issuer has received written notice from any 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 of the applicable conditions contained in Article IV shall not
      then be satisfied, the L/C Issuer shall, on the requested date, issue a
      Letter of Credit for the account of the Borrower (or the applicable
      Consolidated Entity or Unconsolidated Entity) or enter into the applicable
      amendment, as the case may be, in each case in accordance with the L/C
      Issuer's usual and customary business practices. Immediately upon the
      issuance of each Letter of Credit, each Lender shall be deemed to, and
      hereby irrevocably and unconditionally agrees to, purchase from the L/C
      Issuer a risk participation in such Letter of Credit in an amount equal to
      the product of such Lender's Pro Rata Share times the amount of such
      Letter of Credit.

                                       25

<PAGE>

            (iii) If the Borrower so requests in any applicable Letter of Credit
      Application, the L/C Issuer shall agree to issue a Letter of Credit that
      has automatic extension provisions (each, an "Auto-Extension Letter of
      Credit") so long as no Default exists on the renewal date or would be
      caused by such renewal; provided that any such Auto-Extension Letter of
      Credit must permit the L/C Issuer to prevent any such extension at least
      once in each twelve-month period (commencing with the date of issuance of
      such Letter of Credit) by giving prior notice to the beneficiary thereof
      not later than a day (the "Non-Extension Notice Date") in each such
      twelve-month period to be agreed upon at the time such Letter of Credit is
      issued. Unless otherwise directed by the L/C Issuer, the Borrower shall
      not be required to make a specific request to the L/C Issuer for any such
      extension. Once an Auto-Extension Letter of Credit has been issued, the
      Lenders shall be deemed to have authorized (but may not require) the L/C
      Issuer to permit the extension of such Letter of Credit at any time to an
      expiry date not later than the Letter of Credit Expiration Date; provided,
      however, that the L/C Issuer shall not permit any such extension if (A)
      the L/C Issuer has determined that it would not be permitted, or would
      have no obligation at such time to issue such Letter of Credit in its
      revised form under the terms hereof (by reason of the provisions of clause
      (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received
      notice (which may be by telephone or in writing) on or before the day that
      is five Business Days before the Non-Extension Notice Date (1) from the
      Administrative Agent that the Required Lenders have elected not to permit
      such extension or (2) from the Administrative Agent, any Lender or any
      Loan Party that one or more of the applicable conditions specified in
      Section 4.02 is not then satisfied, and in each case directing the L/C
      Issuer not to permit such extension.

            (iv) If the Borrower so requests in any applicable Letter of Credit
      Application, the L/C Issuer may, in its sole and absolute discretion,
      agree to issue a Letter of Credit that permits the automatic reinstatement
      of all or a portion of the stated amount thereof after any drawing
      thereunder that occurs prior to the Letter of Credit Cash Collateral Date
      (each, an "Auto-Reinstatement Letter of Credit"). Unless otherwise
      directed by the L/C Issuer, the Borrower shall not be required to make a
      specific request to the L/C Issuer to permit such reinstatement. Once an
      Auto-Reinstatement Letter of Credit has been issued, except as provided in
      the following sentence, the Lenders shall be deemed to have authorized
      (but may not require) the L/C Issuer to reinstate all or a portion of the
      stated amount thereof in accordance with the provisions of such Letter of
      Credit. Notwithstanding the foregoing, if such Auto-Reinstatement Letter
      of Credit permits the L/C Issuer to decline to reinstate all or any
      portion of the stated amount thereof after a drawing thereunder by giving
      notice of such non-reinstatement within a specified number of days after
      such drawing (the "Non-Reinstatement Deadline"), the L/C Issuer shall not
      permit such reinstatement if it has received a notice (which may be by
      telephone or in writing) on or before the day that is five Business Days
      before the Non-Reinstatement Deadline (A) from the Administrative Agent
      that the Required Lenders have elected not to permit such reinstatement or
      (B) from the Administrative Agent, any Lender or the Borrower that one or
      more of the applicable conditions specified in Section 4.02 is not then
      satisfied and, in each case, directing the L/C Issuer not to permit such
      reinstatement.

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

      (c) Drawings and Reimbursements: Funding of Participations.

            (i) Upon 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 Borrower and the Administrative Agent thereof. Not later than
      11:00 a.m. on the date of any payment by the L/C Issuer under a Letter of
      Credit (each such date, an "Honor Date"), the Borrower shall reimburse the
      L/C Issuer through the Administrative Agent in an amount equal to the
      amount of such drawing. If the Borrower fails to so reimburse the L/C
      Issuer by such time, the Administrative Agent shall promptly notify each
      Lender of the Honor Date, the amount of the unreimbursed drawing (the
      "Unreimbursed Amount"), and the amount of such Lender's Pro Rata Share
      thereof. In such event, the Borrower 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

                                       26

<PAGE>

      conditions set forth in Section 4.02 (other than the delivery of a
      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 Lender (including the Lender acting as L/C Issuer) shall
      upon any notice pursuant to Section 2.03(c)(i) make funds available to the
      Administrative Agent for the account of the L/C Issuer at the
      Administrative Agent's Office in an amount equal to its Pro Rata Share of
      the Unreimbursed Amount not later than 1:00 p.m. on the Business Day
      specified in such notice by the Administrative Agent, whereupon, subject
      to the provisions of Section 2.03(c)(iii). each Lender that so makes funds
      available shall be deemed to have made a Base Rate Committed Loan to the
      Borrower in such amount. The Administrative Agent shall remit the funds so
      received to the L/C Issuer.

            (iii) With respect to any Unreimbursed Amount that is not fully
      refinanced by a Committed Borrowing of Base Rate Loans because the
      conditions set forth in Section 4.02 cannot be satisfied or for any other
      reason, the Borrower shall be deemed to have incurred from the L/C Issuer
      an L/C Borrowing in the amount of the Unreimbursed Amount that is not so
      refinanced, which L/C Borrowing shall be due and payable on demand
      (together with interest) and shall (except to the extent such Unreimbursed
      Amount was not refinanced as a result of the failure of Lender to other
      fund a Committed Loan in accordance with the terms and conditions set
      forth herein) bear interest at the Default Rate. In such event, each
      Lender's payment to the Administrative Agent for the account of the L/C
      Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect
      of its participation in such L/C Borrowing and shall constitute an L/C
      Advance from such Lender in satisfaction of its participation obligation
      under this Section 2.03.

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

            (v) Each 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 set-off,
      counterclaim, recoupment, defense or other right which such Lender may
      have against the L/C Issuer, the Borrower or any other Person for any
      reason whatsoever; (B) the occurrence or continuance of a Default, or (C)
      any other occurrence, event or condition, whether or not similar to any of
      the foregoing; provided, however, that each Lender's obligation to make
      Committed Loans pursuant to this Section 2.03(c) is subject to the
      conditions set forth in Section 4.02 (other than delivery by the Borrower
      of a Committed Loan Notice). No such making of an L/C Advance shall
      relieve or otherwise impair the obligation of the Borrower to reimburse
      the L/C Issuer for the amount of any payment made by the L/C Issuer under
      any Letter of Credit, together with interest as provided herein.

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

      (d) Repayment of Participations.

            (i) At any time after the L/C Issuer has made a payment under any
      Letter of Credit and has received from any Lender such Lender's L/C
      Advance in respect of such payment in accordance with Section 2.03(c). if
      the Administrative Agent receives for the account of the L/C Issuer any
      payment in respect of the related Unreimbursed Amount or interest thereon
      (whether directly from the Borrower or

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<PAGE>

      otherwise, including proceeds of Cash Collateral applied thereto by the
      Administrative Agent), the Administrative Agent will distribute to such
      Lender its Pro Rata Share thereof (appropriately adjusted, in the case of
      interest payments, to reflect the period of time during which such
      Lender's L/C Advance was outstanding) in the same funds as those received
      by the Administrative Agent.

            (ii) If any payment received by the Administrative Agent for the
      account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to be
      returned under any of the circumstances described in Section 10.06
      (including pursuant to any settlement entered into by the L/C Issuer in
      its discretion), each Lender shall pay to the Administrative Agent for the
      account of the L/C Issuer its Pro Rata Share thereof on demand of the
      Administrative Agent, plus interest thereon from the date of such demand
      to the date such amount is returned by such Lender, at a rate per annum
      equal to the Federal Funds Rate from time to time in effect.

      (e) Obligations Absolute. The obligation of the Borrower to reimburse the
L/C Issuer for each drawing under each Letter of Credit and to repay each L/C
Borrowing shall be absolute, unconditional and irrevocable, and shall be paid
strictly in accordance with the terms of this 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, set-off, defense
      (other than a defense of payment) or other right that the Borrower or any
      Consolidated Entity 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
      Borrower or any Consolidated Entity;

in each case, to the extent not resulting from the gross negligence or willful
misconduct of the L/C Issuer.

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

      (f) Role of L/C Issuer. Each Lender and the Borrower agree that, in paying
any drawing under a Letter of Credit, the L/C Issuer shall not have any
responsibility to obtain any document (other than any sight draft, certificates
and documents expressly required by the Letter of Credit) or to ascertain or
inquire as to the validity or accuracy (other than conformance to the terms of
the Letter of Credit) of any such document or the authority of the

                                       28

<PAGE>

Person executing or delivering any such document. None of the L/C Issuer, any
Agent-Related Person nor any of the respective correspondents, participants or
assignees of the L/C Issuer shall be liable to any Lender for (i) any action
taken or omitted in connection herewith at the request or with the approval of
the Lenders or the Required Lenders, as applicable; (ii) any action taken or
omitted in the absence of gross negligence or willful misconduct; or (iii) the
due execution, effectiveness, validity or enforceability of any document or
instrument related to any Letter of Credit or Letter of Credit Application. The
Borrower hereby assumes all risks of the acts or omissions of any beneficiary or
transferee with respect to its use of any Letter of Credit; provided, however,
that this assumption is not intended to, and shall not, preclude the Borrower's
pursuing such rights and remedies as it may have against the beneficiary or
transferee at law or under any other agreement. None of the L/C Issuer, any
Agent-Related Person, nor any of the respective correspondents, participants or
assignees of the L/C Issuer, shall be liable or responsible for any of the
matters described in clauses (i) through (v) of Section 2.03(e): provided,
however, that anything in such clauses to the contrary notwithstanding, the
Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be
liable to the Borrower, to the extent, but only to the extent, of any direct, as
opposed to consequential or exemplary, damages suffered by the Borrower,
Consolidated Entities or Unconsolidated Entities which the Borrower proves were
caused by the L/C Issuer's willful misconduct or gross negligence or the L/C
Issuer's willful failure to pay under any Letter of Credit after the
presentation to it by the beneficiary of a sight draft and certificate(s)
strictly complying with the terms and conditions of a Letter of Credit. In
furtherance and not in limitation of the foregoing, the L/C Issuer may accept
documents that appear on their face to be in order, without responsibility for
further investigation, regardless of any notice or information to the contrary,
and the L/C Issuer shall not be responsible for the validity or sufficiency of
any instrument transferring or assigning or purporting to transfer or assign a
Letter of Credit or the rights or benefits thereunder or proceeds thereof, in
whole or in part, 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 Cash Collateral Date, any Letter of Credit for any reason
remains outstanding and partially or wholly undrawn, the Borrower shall
immediately Cash Collateralize the then Outstanding Amount of all L/C
Obligations (in an amount equal to such Outstanding Amount determined as of the
Letter of Credit Cash Collateral Date). 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 Lenders, as collateral for the
L/C Obligations, cash or deposit account balances pursuant to documentation in
form and substance satisfactory to the Administrative Agent and the L/C Issuer
(which documents are hereby consented to by the Lenders). Derivatives of such
term have corresponding meanings. The Borrower hereby grants to the
Administrative Agent, for the benefit of the L/C Issuer and the Lenders, a
security interest in all such cash, deposit accounts and all balances therein
and all proceeds of the foregoing. Cash Collateral shall be maintained in
blocked, interest bearing deposit accounts at Bank of America.

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

      (i) Letter of Credit Fees. The Borrower shall pay to the Administrative
Agent for the account of each Lender in accordance with its Pro Rata Share a
Letter of Credit Fee (the "Letter of Credit Fee") for each Letter of Credit
equal to the Applicable Rate times the daily maximum amount available to be
drawn under such Letter of Credit (whether or not such maximum amount is then in
effect under such Letter of Credit). 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. If there is any
change in the Applicable Rate during any quarter, the daily maximum amount of
each Letter of Credit shall be computed and multiplied by the Applicable Rate
separately for each period during such quarter that such Applicable Rate was in
effect. Notwithstanding anything to the contrary contained herein, upon the
request of the Required Lenders, while any Event of Default exists, all Letter
of Credit Fees shall accrue at the Default Rate.

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<PAGE>

      (j) Fronting Fee and Processing Charges Payable to L/C Issuer. The
Borrower shall pay directly to the L/C Issuer for its own account a fronting fee
for each Letter of Credit equal to 0.125% per annum times the daily maximum
amount available to be drawn under such Letter of Credit (whether or not such
maximum amount is then in effect under such Letter of Credit). Such fronting fee
for each Letter of Credit 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 within five (5) days of demand. In addition, the Borrower 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 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 Documents, the terms hereof shall
control. Without limiting the foregoing, this Agreement shall govern the
reimbursement of draws under Letters of Credit.

      (1) Letters of Credit Issued for Consolidated Entities/Unconsolidated
Entities. Notwithstanding that a Letter of Credit issued or outstanding
hereunder is in support of any obligations of, or is for the account of, a
Consolidated Entity or Unconsolidated Entity, the Borrower shall (i) be required
to sign the applicable Letter of Credit Application and (ii) be obligated to
reimburse the L/C Issuer hereunder for any and all drawings under such Letter of
Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit
for the account of any Consolidated Entity and/or any Unconsolidated Entity
inures to the benefit of the Borrower, and that the Borrower's business derives
substantial benefits from the businesses of such Persons.

      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
Lenders set forth in this Section 2.04. to make loans (each such loan, a "Swing
Line Loan") to the Borrower 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 Pro Rata Share of the Outstanding Amount of
Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender,
may exceed the amount of such Lender's Commitment; provided, however, that after
giving effect to any Swing Line Loan, (i) the Total Outstandings shall not
exceed the Aggregate Commitments, (ii) the aggregate Outstanding Amount of the
Committed Loans of any Lender, plus such Lender's Pro Rata Share of the
Outstanding Amount of all L/C Obligations, plus such Lender's Pro Rata Share of
the Outstanding Amount of all Swing Line Loans shall not exceed such Lender's
Commitment and (iii) the aggregate Unsecured Debt of the Borrower and the
Consolidated Entities (including any requested or pending Credit Extension)
shall not exceed the amount permitted pursuant to Section 7.03(c)(ii) hereof,
and provided, further, that the Borrower 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 Borrower 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 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 Lender's Pro Rata Share times the amount of such Swing Line Loan.

      (b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the
Borrower's irrevocable notice to the Swing Line Lender and the Administrative
Agent, which may be given by telephone (provided that such telephonic notice
complies with the informational requirements of the form of Swing Line Loan
Notice attached hereto). Each such notice must be received by the Swing Line
Lender and the Administrative Agent not later than 3:00 p.m. on the requested
borrowing date, and shall specify (i) the amount to be borrowed, which shall be
a minimum of $100,000, and (ii) the requested borrowing date, which shall be a
Business Day. Each such telephonic notice must be confirmed promptly by delivery
to the Swing Line Lender and the Administrative Agent of a written Swing Line
Loan Notice, appropriately completed and signed by a Responsible Officer of the
Borrower. Promptly after receipt by the Swing Line Lender of any telephonic
Swing Line Loan Notice, the Swing Line Lender

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<PAGE>

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 Lender) prior to 5:00 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 Article IV is not then satisfied, then, subject to the
terms and conditions hereof, the Swing Line Lender will, not later than 5:00
p.m. on the borrowing date specified in such Swing Line Loan Notice, make the
amount of its Swing Line Loan available to the Borrower.

      (c) Refinancing of Swing Line Loans.

            (i) The Swing Line Lender at any time five (5) or more Business Days
      after the making of a Swing Line Loan and in its sole and absolute
      discretion may request, on behalf of the Borrower (which hereby
      irrevocably authorizes the Swing Line Lender to so request on its behalf),
      that each Lender make a Base Rate Committed Loan in an amount equal to
      such Lender's Pro Rata Share 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 Aggregate
      Commitments and the conditions set forth in Section 4.02. The Swing Line
      Lender shall furnish the Borrower with a copy of the applicable Committed
      Loan Notice promptly after delivering such notice to the Administrative
      Agent. Each Lender shall make an amount equal to its Pro Rata Share 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 Lender that so makes funds available
      shall be deemed to have made a Base Rate Committed Loan to the Borrower in
      such amount. The Administrative Agent shall remit the funds so received to
      the Swing Line Lender.

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

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

            (iv) Each Lender's obligation to make Committed Loans or to purchase
      and fund risk participations in Swing Line Loans pursuant to this Section
      2.04(c) shall be absolute and unconditional and shall not be affected by
      any circumstance, including (A) any set-off, counterclaim, recoupment,
      defense or other right which such Lender may have against the Swing Line
      Lender, the Borrower or any other Person for any reason whatsoever, (B)
      the occurrence or continuance of a Default, or (C) any other occurrence,
      event or condition, whether or not similar to any of the foregoing;
      provided, however, that each 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 Borrower to repay Swing Line Loans,
      together with interest as provided herein.

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<PAGE>

      (d) Repayment of Participations.

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

            (ii) If any payment received by the Swing Line Lender in respect of
      principal or interest on any Swing Line Loan is required to be returned by
      the Swing Line Lender under any of the circumstances described in Section
      10.06 (including pursuant to any settlement entered into by the Swing Line
      Lender in its discretion), each Lender shall pay to the Swing Line Lender
      its Pro Rata Share 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.

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

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

      2.05 PREPAYMENTS.

      (a) The Borrower shall be permitted to prepay the Committed Loans in
accordance with the following terms and conditions:

            (i) The Borrower may, upon notice to the Administrative Agent, at
      any time or from time to time (A) voluntarily prepay Base Rate Committed
      Loans in whole or in part without premium or penalty and (B) voluntarily
      prepay Eurodollar Rate Loans in whole or in part on the last day of the
      applicable Interest Period without premium or penalty; provided that (1)
      such notice must be received by the Administrative Agent not later than
      1:00 p.m. (A) one (1) Business Day prior to any date of prepayment of
      Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate
      Committed Loans; (2) any prepayment of Eurodollar Rate Loans shall be in a
      principal amount of $1,000,000 or a whole multiple of $100,000 in excess
      thereof; and (3) any prepayment of Base Rate Committed 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.

            (ii) The Borrower may voluntarily prepay Eurodollar Rate Loans in
      whole or in part on any date other than the last day of the Interest
      Period applicable thereto without premium; provided that the Borrower
      shall deliver to the Administrative Agent a timely notice of prepayment in
      accordance with clause (a) above and pay any "breakage" charges and
      increased costs or charges incurred by the Lenders as the result of such
      prepayment pursuant to Section 3.05.

In the case of any prepayment made or to be made in connection with subclauses
(i) or (ii) above: (A) the Administrative Agent will promptly notify each Lender
of its receipt of each such notice with respect thereto, and of the amount of
such Lender's Pro Rata Share of such proposed prepayment; (B) if such notice is
given by the Borrower, the Borrower shall make such prepayment and the payment
amount specified in such notice shall be due and payable on the date specified
therein; (C) any prepayment of a Eurodollar Rate Loan shall be accompanied by
all accrued interest thereon, together with any additional amounts required
pursuant to Section 3.05; and (D) each such prepayment shall be applied to the
Committed Loans of the Lenders in accordance with their respective Pro Rata
Shares. The failure of the Borrower to make a prepayment hereunder following the
delivery of a notice of a

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<PAGE>

pending prepayment pursuant to the provisions contained in this clause (a) shall
not constitute a Default or Event of Default hereunder; provided, however, that
the Administrative Agent shall not be required to accept any prepayment offered
by the Borrower hereunder unless timely notice thereof has been given in
accordance with (and to the extent required by) this clause (a) and Borrower's
prepayment is accompanied by any "breakage" charges and all other increased
costs or charges incurred by the Lenders as the result of such prepayment.

      (b) The Borrower 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 1:00 p.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 Borrower, the Borrower shall make such prepayment and the payment amount
specified in such notice shall be due and payable on the date specified therein.
The failure of the Borrower to make a prepayment hereunder following the
delivery of a notice of a pending prepayment pursuant to the provisions
contained in this clause (b) shall not constitute a Default or Event of Default
hereunder; provided, however, that the Administrative Agent shall not be
required to accept any prepayment offered by the Borrower hereunder unless
timely notice thereof has been given in accordance with (and to the extent
required by) this clause (b).

      (c) If for any reason the Total Outstandings at any time exceed the
Aggregate Commitments then in effect or the aggregate Unsecured Debt of the
Borrower and the Consolidated Entities (including any requested or pending
Credit Extension) exceeds the amount permitted pursuant to Section 7.03(c)
hereof, the Borrower shall immediately prepay Loans and/or Cash Collateralize
the L/C Obligations in an aggregate amount equal to such excess; provided,
however, that the Borrower 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 Committed Loans and Swing Line Loans the Total Outstandings exceed the
Aggregate Commitments then in effect.

      2.06 TERMINATION, REDUCTION OR INCREASE OF COMMITMENTS.

      (a) Voluntary Terminations or Reductions. The Borrower may, upon notice to
the Administrative Agent, terminate the Aggregate Commitments, or from time to
time permanently and irrevocably reduce the Aggregate Commitments; provided that
(i) any such notice shall be received by the Administrative Agent not later than
11:00 a.m. three (3) Business Days prior to the date of termination or
reduction, (ii) any such partial reduction shall be in an aggregate amount of
$5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the
Borrower shall not terminate or reduce the Aggregate Commitments if, after
giving effect thereto and to any concurrent prepayments hereunder, the Total
Outstandings would exceed the Aggregate Commitments, (iv) any reduction of the
Aggregate Commitments to an amount below $275,000,000 shall result in a
reduction of the Swing Line Sublimit by a percentage equal to the percentage
reduction in the Aggregate Commitments below $275,000,000 and (v) the Letter of
Credit Sublimit shall be automatically reduced in accordance with the definition
thereof concurrently with any reduction in the Aggregate Commitments. Any
reduction of the Aggregate Commitments shall be applied to the Commitment of
each Lender according to its Pro Rata Share. All fees accrued until the
effective date of any termination of the Aggregate Commitments shall be paid on
the effective date of such termination. Notwithstanding anything contained
herein to the contrary, Borrower shall not be permitted to request a reduction
in the Aggregate Commitments pursuant to the this Section 2.6 more than two (2)
times during any twelve (12) month period.

      (b) Voluntary Increases. Following the Closing Date, the Aggregate
Commitments may be increased by an aggregate amount of up to $75,000,000.00
(such that the Aggregate Commitments would total an amount of up to
$400,000,000.00) if:

            (i) the Borrower, from time to time, on or before the date occurring
      twenty-four (24) calendar months following the Closing Date, requests an
      increase in the Aggregate Commitments in writing to the Administrative
      Agent (such requested increase to be in an amount of $75,000,000.00 or
      less);

            (ii) the Arrangers are able, within ninety (90) days of receiving an
      increase request pursuant to subclause (i) above, to syndicate the amount
      of such increase on a best efforts basis (A) to one or more Lenders

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<PAGE>

      or one or more financial institutions qualifying as an Eligible Assignee
      and otherwise acceptable to the Borrower, Administrative Agent and
      Arrangers and (B) in a manner otherwise in accordance with the terms and
      conditions set forth in any written agreement among the Borrower and the
      Arrangers relating to such increase;

            (iii) such increase does not increase the amount of the Commitment
      of any Lender without the written consent of such Lender;

            (iv) the Borrower executes new Notes reflecting the increase in the
      Aggregate Commitments and executes such other amendments to the Loan
      Documents as are deemed reasonably necessary by the Administrative Agent;

            (v) no Event of Default exists as of the date of such request and no
      Default or Event of Default exists as of the date on which such increase
      is to occur; and

            (vi) the Borrower pay all fees required by the Fee Letter among the
      Borrower and Arrangers in connection with such increase in the Aggregate
      Commitments and all reasonable costs and expenses (including Attorney
      Costs) incurred by the Administrative Agent in documenting or implementing
      such increase regardless of whether the Arrangers are able to syndicate
      the amount of the requested increase; provided, however, that the Borrower
      shall not pay any fees for increased amounts until such time as the
      increase occurs.

      After such increase, all of the terms and conditions of the Loan Documents
shall apply to the increased amount of the Aggregate Commitments as if such
amount were in effect as of the date hereof. Each Lender that may be a party
hereto from time to time hereby acknowledges that the Aggregate Commitments may
be increased pursuant to this Section 2.6(b) regardless of whether such Lender
approves such increase or increases its Commitment hereunder; provided, that
Arrangers hereby agree to offer to each existing Lender, on terms and conditions
similar to those being offered to other prospective lenders, a portion of any
increase in the Aggregate Commitments equal to such Lender's Pro Rata Share of
the Aggregate Commitments immediately prior to such increase.

      (c) General. The Administrative Agent will promptly notify the Lenders of
any such notice of termination, reduction or increase of the Aggregate
Commitments. To the extent the Aggregate Commitments are increased pursuant to
clause (b) above, all Lenders (including both previously-existing and new
Lenders) shall receive new Notes reflecting their respective Commitments and new
Lenders shall, to the extent necessary to cause the outstanding principal amount
of the Loans and other Obligations allocable to each Lender to equal each such
Lender's Pro Rata Share, fund Loans directly to the other Lenders, as directed
by the Administrative Agent. Upon the request of any Lender made through the
Administrative Agent, the Borrower hereby agrees to execute and deliver any new
Notes required pursuant to this Section 2.6 to evidence the Loans made by the
Lenders (provided any Notes being replaced are either returned, cancelled or
marked as replaced) and acknowledges, consents and agrees to the funding by any
new Lenders of Loans pursuant to the previous sentence for the purpose of
causing the Outstanding Amount of such Loans to equal each Lender's Pro Rata
Share.

      2.07 REPAYMENT OF LOANS.

      (a) The Borrower shall repay to the Lenders on the Maturity Date the
aggregate principal amount of Committed Loans outstanding on such date in
accordance with Section 2.14 hereof.

      (b) The Borrower shall repay each Swing Line Loan on the earlier to occur
of (i) the date three (3) Business Days after such Loan is made and (ii) the
Maturity Date.

      2.08 INTEREST.

      (a) Subject to the provisions of subsection (b) below, (i) each Eurodollar
Rate Loan shall bear interest on the outstanding principal amount thereof for
each Interest Period at a rate per annum equal to the Eurodollar Rate for such
Interest Period plus the Applicable Rate; (ii) each Base Rate Committed 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

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<PAGE>

plus the Applicable Rate; and (iii) each Swing Line Loan shall bear interest on
the outstanding principal amount thereof from the applicable borrowing date at a
rate per annum equal to the Base Rate less 1.00%.

      (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 (until
      such time as such payment is made and all Events of Default existing under
      the Agreement are cured, at which point the Default Rate shall no longer
      be applied).

            (ii) If any amount (other than principal of any Loan) payable by the
      Borrower under any Loan Document is not paid by the date on which such
      failure to pay constitutes an Event of Default hereunder (whether as a
      result of the stated maturity of any Obligations, by acceleration or
      otherwise), then, unless otherwise agreed to by 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 (until such time as all Events of Default
      existing under the Agreement are cured, at which point the Default Rate
      shall no longer be applied).

            (iii) Upon the request of the Required Lenders, while any Event of
      Default exists, the Borrower shall pay interest on the principal amount of
      all outstanding Obligations hereunder from the date of such Event of
      Default at a fluctuating interest rate per annum at all times equal to the
      Default Rate to the fullest extent permitted by applicable Laws (until
      such time as all Events of Default existing under the Agreement are cured,
      at which point the Default Rate shall no longer be applied).

            (iv) 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.

      (d) The parties hereto herby agree and stipulate that the only charge
imposed upon the Borrower for the use of money in connection with this Agreement
is and shall be the interest specifically described in Section 2.03(c)(iii) and
Sections 2.08(a) and (b). Notwithstanding the foregoing, the parties hereto
further agree and stipulate that all amounts paid or due pursuant to Article III
hereof and all agency fees, syndication fees, arrangement fees, amendment fees,
up-front fees, commitment fees, facility fees, unused fee, closing fees, letter
of credit fees, underwriting fees, default charges, late charges, funding or
"breakage" charges, increased cost charges, attorneys' fees and reimbursement
for costs and expenses paid by the Administrative Agent or any Lender to third
parties or for damages incurred by the Administrative Agent or any Lender or any
other similar amounts or charges made to compensate the Administrative Agent or
any such Lender for underwriting or administrative services and costs or losses
performed or incurred, and to be performed or incurred by the Administrative
Agent and/or the Lenders in connection with this Agreement and shall under no
circumstances be deemed to be charges for the use of money. Any use by Borrower
of certificates of deposit issued by any Lender or other accounts maintained
with any Lender has been and shall be voluntary on the part of Borrower. All
charges other than charges for the use of money shall be fully earned and
nonrefundable when due.

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

      (a) Unused Fee. In consideration of the Commitments of the Lenders
hereunder, the Borrower shall pay to the Administrative Agent (for the benefit
of the Lenders) a daily fee in connection with the unused amount of the
Aggregate Commitments (the "Unused Fee"). The Unused Fee shall be payable as of
the first day of each calendar quarter and as of the Maturity Date in arrears in
an amount equal to the sum of the Daily Unused Fees accrued during the
applicable calendar quarter period (or portion thereof). All Unused Fees shall
be fully earned when paid

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<PAGE>

and shall not be refundable for any reason whatsoever. The Unused Fee shall
commence to accrue on the Closing Date.

      (b) Other Fees. The Borrower shall, without duplication, pay to the
Arranger and the Administrative Agent for their own respective accounts fees
described in Paragraphs 1-4 of the Fee Letter in the amounts and at the times
specified in the Fee Letter. Bank of America shall pay to the Lenders the fees
specified in Paragraph 3 of the Fee Letter. 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 fees and
interest shall be made on the basis of a 360-day year and actual days elapsed
(which results in more fees or interest, as applicable, being paid than if
computed on the basis of a 365-day year). Interest shall accrue on each Loan for
the day on which the Loan is made, and shall not accrue on a Loan, or any
portion thereof, for the day on which the Loan or such portion is paid, provided
that any Loan that is repaid on the same day on which it is made shall, subject
to Section 2.12(a), bear interest for one day.

      2.11 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 Borrower
and the interest and payments thereon. Any failure to so record or any error in
doing so shall not, however, limit or otherwise affect the obligation of the
Borrower hereunder to pay any amount owing with respect to the Obligations. In
the event of any conflict between the accounts and records maintained by any
Lender and the accounts and records of the Administrative Agent in respect of
such matters, the accounts and records of the Administrative Agent shall control
in the absence of manifest error. Upon the request of any Lender made through
the Administrative Agent, the Borrower shall execute and deliver to such Lender
(through the Administrative Agent) a Note, which shall evidence such Lender's
Loans in addition to such accounts or records. Each Lender may attach schedules
to its Note and endorse thereon the date, Type (if applicable), amount and
maturity of its Loans and payments with respect thereto.

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

      2.12 PAYMENTS GENERALLY.

      (a) All payments to be made by the Borrower shall be made without
condition or deduction for any counterclaim, defense, recoupment or setoff.
Except as otherwise expressly provided herein, all payments by the Borrower
hereunder shall be made to the Administrative Agent, for the account of the
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 Pro Rata Share (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.

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

      (c) Unless the Borrower or any Lender has notified the Administrative
Agent, prior to the date any payment is required to be made by it to the
Administrative Agent hereunder, that the Borrower or such Lender, as the case
may be, will not make such payment, the Administrative Agent may assume that the
Borrower or such

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<PAGE>

Lender, as the case may be, has timely made such payment and may (but shall not
be so required to), in reliance thereon, make available a corresponding amount
to the Person entitled thereto. If and to the extent that such payment was not
in fact made to the Administrative Agent in immediately available funds, then:

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

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

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

      (d) If any Lender makes available to the Administrative Agent funds for
any Loan to be made by such Lender as provided in the foregoing provisions of
this Article II, and such funds are not made available to the Borrower by the
Administrative Agent because the conditions to the applicable 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.

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

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

      2.13 SHARING OF PAYMENTS. If, other than as expressly provided elsewhere
herein, any Lender shall obtain on account of the Committed Loans made by it, or
the participations in L/C Obligations or in Swing Line Loans held by it, any
payment (whether voluntary, involuntary, through the exercise of any right of
set-off, or otherwise) in excess of its ratable share (or other share
contemplated hereunder) thereof, such Lender shall immediately (a) notify the
Administrative Agent of such fact, and (b) purchase from the other Lenders such
participations in the Committed Loans made by them and/or such subparticipations
in the participations in L/C Obligations or Swing Line Loans held by them, as
the case may be, as shall be necessary to cause such purchasing Lender to share
the excess payment in respect of such Committed Loans or such participations, as
the case may be, pro rata with each of them; provided, however, that if all or
any portion of such excess payment is thereafter recovered from the purchasing
Lender under any of the circumstances described in Section 10.06 (including

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<PAGE>

pursuant to any settlement entered into by the purchasing Lender in its
discretion), such purchase shall to that extent be rescinded and each other
Lender shall repay to the purchasing Lender the purchase price paid therefor,
together with an amount equal to such paying Lender's ratable share (according
to the proportion of (i) the amount of such paying Lender's required repayment
to (ii) the total amount so recovered from the purchasing Lender) of any
interest or other amount paid or payable by the purchasing Lender in respect of
the total amount so recovered, without further interest thereon. The Borrower
agrees that any Lender so purchasing a participation from another Lender may, to
the fullest extent permitted by law, exercise all its rights of payment
(including the right of set-off, but subject to Section 10.09) with respect to
such participation as fully as if such Lender were the direct creditor of the
Borrower in the amount of such participation. The Administrative Agent will keep
records (which shall be conclusive and binding in the absence of manifest error)
of participations purchased under this Section and will in each case notify the
Lenders following any such purchases or repayments. Each Lender that purchases a
participation pursuant to this Section shall from and after such purchase have
the right to give all notices, requests, demands, directions and other
communications under this Agreement with respect to the portion of the
Obligations purchased to the same extent as though the purchasing Lender were
the original owner of the Obligations purchased.

      2.14 MATURITY DATE.

      (a) Initial Maturity Date. Subject to extension pursuant to the terms and
conditions set forth in clause (b) of this Section 2.14 and subject to the
provisions of clause (c) of this Section 2.14, the Borrower shall, on the date
occurring thirty-eight (38) calendar months from date hereof (the "Initial
Maturity Date"), cause the Obligations (including, without limitation, all
outstanding principal and interest on the Committed Loans and all fees, costs
and expenses due and owing under the Loan Documents) to be Fully Satisfied.

      (b) Extended Maturity Date Option. Not more than 180 days and not less
than 60 days prior to the Initial Maturity Date, the Borrower may request in
writing that the Lenders extend the term of this Agreement for an additional ten
(10) calendar month period (the end of such period being the "Extended Maturity
Date"). Such extension option shall be subject to the satisfaction of the
following requirements:

            (i) at the Initial Maturity Date, there shall not exist any Default
      or Event of Default by the Borrower or any other Loan Party; and

            (ii) the Borrower shall, at the Initial Maturity Date, deliver to
      the Administrative Agent (for the pro rata benefit of the Lenders based on
      their respective Commitments) an extension fee equal to two tenths of one
      percent (0.20%) of the then-existing Aggregate Commitments (whether funded
      or unfunded).

      (c) Satisfaction of Obligations Upon Acceleration. Notwithstanding
anything contained herein or in any other Credit Agreement to the contrary, to
the extent any of the Obligations are accelerated pursuant to the terms hereof
(including, without limitation, Section 8.02 hereof), the Borrower shall,
immediately upon the occurrence of such acceleration, cause such accelerated
Obligations to be Fully Satisfied.

                                   ARTICLE III
                     TAXES, YIELD PROTECTION AND ILLEGALITY

      3.01 TAXES.

      (a) Any and all payments by the Borrower to or for the account of the
Administrative Agent or any Lender under any Loan Document shall be made free
and clear of and without deduction for any and all present or future taxes,
duties, levies, imposts, deductions, assessments, fees, withholdings or similar
charges, and all liabilities with respect thereto, excluding, in the case of the
Administrative Agent and each Lender, taxes imposed on or measured by its
overall assets, receipts, branch profits, net income, and/or franchise and
similar taxes imposed on it (in lieu of net income taxes), by the jurisdiction
(or any political subdivision thereof) under the Laws of which the
Administrative Agent or such Lender, as the case may be, is organized or
maintains a lending office, is doing business or has other contacts (all such
non-excluded taxes, duties, levies, imposts, deductions, assessments, fees,
withholdings or similar charges, and liabilities being hereinafter referred to
as "Taxes"). If the Borrower shall be

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<PAGE>

required by any Laws to deduct any Taxes from or in respect of any sum payable
under any Loan Document to the Administrative Agent or any Lender, (i) the sum
payable shall be increased as necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section), each of the Administrative Agent and such Lender receives an
amount equal to the sum it would have received had no such deductions been made,
(ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the
full amount deducted to the relevant taxation authority or other authority in
accordance with applicable Laws, and (iv) within 30 days after the date of such
payment, the Borrower shall furnish to the Administrative Agent (which shall
forward the same to such Lender) the original or a certified copy of a receipt
evidencing payment thereof. If the Lender receives any refund of taxes paid in
accordance with the previous sentence, the Lender shall promptly reimburse the
Borrower for such gross-up.

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

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

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

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

      3.03 INABILITY TO DETERMINE RATES. If the Required Lenders determine that
for any reason adequate and reasonable means do not exist for determining the
Eurodollar Rate for any requested Interest Period with respect to a proposed
Eurodollar Rate Loan, or that the Eurodollar Rate for any requested Interest
Period with respect to a proposed Eurodollar Rate Loan does not adequately and
fairly reflect the cost to such Lenders of funding such Loan, the Administrative
Agent will promptly so notify the Borrower and each Lender and will provide with
such notification such information and materials as Administrative Agent
determines is reasonably required to support such determination. 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, and the Administrative Agent shall promptly notify
the Borrower and each Lender when the conditions for the obligation of the
Lenders to make or maintain Eurodollar Rate Loans is restored. Upon receipt of
notice that the obligation of

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<PAGE>

Lenders to make or maintain Eurodollar Rate Loans is suspended, the Borrower may
revoke any pending request for a Borrowing of, conversion to or continuation of
Eurodollar Rate Loans or, failing that, will be deemed to have converted such
request into a request for a Committed Borrowing of Base Rate Loans in the
amount specified therein.

      3.04 INCREASED COST; REDUCED RETURN; CAPITAL ADEQUACY; RESERVES.

      (a) If any Lender determines that as a result of the introduction of or
any change in or in the interpretation of any Law, or such Lender's compliance
therewith, there shall be any increase in the cost to such Lender of agreeing to
make or making, funding or maintaining Eurodollar Rate Loans or (as the case may
be) issuing or participating in Letters of Credit, or a reduction in the amount
received or receivable by such Lender in connection with any of the foregoing
(excluding for purposes of this subsection (a) any such increased costs or
reduction in amount resulting from (i) Taxes or Other Taxes (as to which Section
3.01 shall govern), (ii) changes in the basis of taxation of overall net income
or overall gross income by the United States or any foreign jurisdiction or any
political subdivision of either thereof under the Laws of which such Lender is
organized or has its Lending Office, and (iii) reserve requirements contemplated
by Section 3.04(c)), then from time to time within 15 days of demand of such
Lender (with a copy of such demand to the Administrative Agent), the Borrower
shall pay to such Lender such additional amounts as will compensate such Lender
for such increased cost or reduction.

      (b) If any Lender determines that the introduction of any Law regarding
capital adequacy or any change therein or in the interpretation thereof, or
compliance by such Lender (or its Lending Office) therewith, has the effect of
reducing the rate of return on the capital of such Lender or any corporation
controlling such Lender as a consequence of such Lender's obligations hereunder
(taking into consideration its policies with respect to capital adequacy and
such Lender's desired return on capital), then from time to time within 15 days
of demand of such Lender (with a copy of such demand to the Administrative
Agent), the Borrower shall pay to such Lender such additional amounts as will
compensate such Lender for such reduction.

      (c) The Borrower shall pay to each Lender, as long as such Lender shall be
required by the Board of Governors of the Federal Reserve System or other
regulatory body or agency 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
Borrower shall have received at least 15 days' prior notice (with a copy to the
Administrative Agent) of such additional interest from such Lender. If a Lender
fails to give notice 15 days prior to the relevant Interest Payment Date, such
additional interest shall be due and payable 15 days from receipt of such
notice.

      3.05 COMPENSATION FOR LOSSES. Within 15 days of demand by any Lender (with
a copy to the Administrative Agent) from time to time, the Borrower shall
promptly compensate such Lender for and hold such Lender harmless from any loss,
cost or expense incurred by it as a result of:

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

      (b) any failure by the Borrower (for a reason other than the failure of
such Lender to make a Loan) to prepay, borrow, continue or convert any Loan
other than a Base Rate Loan on the date or in the amount notified by the
Borrower; 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 Borrower
pursuant to Section 10.16;

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

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<PAGE>

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

      3.06 MATTERS APPLICABLE TO ALL REQUESTS FOR COMPENSATION.

      (a) A certificate of the Administrative Agent or any Lender claiming
compensation under this Article III and setting forth the additional amount or
amounts to be paid to it hereunder, an explanation thereof and reasonable
supporting information or evidence with respect thereto shall be conclusive in
the absence of manifest error so long as such requests for compensation are made
within ninety (90) days of incurrence. Any Person seeking compensation under
this Article III shall, in connection with any such claim, provide both the
Administrative Agent and the Borrower with a copy of the certificate and
supporting information/evidence referenced in the previous sentence. In
determining the compensation amount claimed, the Administrative Agent or such
Lender may use any reasonable averaging and attribution methods.

      (b) Upon any Lender's making a claim for compensation under Section 3.01
or 3.04 or a Lender's making a determination under Section 3.02. the Borrower
may replace such Lender in accordance with Section 10.16.

      3.07 SURVIVAL. All of the Borrower's obligations under this Article III
shall survive for a period of ninety (90) days following the date on which such
obligations arise and shall, to the extent such ninety (90) day period has not
run prior to the termination of the Aggregate Commitments and repayment of all
other Obligations hereunder, survive such termination of the Aggregate
Commitments and repayment of all other Obligations hereunder for the remainder
of such ninety (90) day period.

                                   ARTICLE IV
                   CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

      4.01 CONDITIONS OF INITIAL CREDIT EXTENSION. The occurrence of the Closing
Date, the initial effectiveness of this Agreement and obligation of 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 facsimiles (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:

            (i) executed counterparts of this Agreement, sufficient in number
      for distribution to the Administrative Agent, each Lender and the
      Borrower;

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

            (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 reasonably require evidencing
      the identity, authority and capacity of each Responsible Officer thereof
      authorized 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 is validly existing, in good standing and qualified to
      engage in business in the jurisdiction of its incorporation or
      organization;

                                       41

<PAGE>

            (v) a favorable opinion of McKenna Long & Aldridge, counsel to the
      Loan Parties, addressed to the Administrative Agent and each Lender, in
      form and substance satisfactory to the Administrative Agent, covering
      enforceability of the Loan Documents and other matters to be agreed upon;

            (vi) a certificate of a Responsible Officer of the Borrower either
      (A) attaching copies of all consents, licenses and approvals required in
      connection with the execution, delivery and performance by each of the
      Loan Parties and the validity against such Loan Parties of the Loan
      Documents to which they are 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 Borrower
      certifying (A) that the conditions specified in Sections 4.02(a) and (b)
      have been satisfied, (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; and (C) the calculation of the Consolidated
      Leverage Ratio as of March 31, 2004;

            (viii) a duly completed Compliance Certificate as of March 31, 2004,
      signed by a Responsible Officer of the Borrower;

            (ix) evidence in form of a certificate that all insurance required
      to be maintained pursuant to the Loan Documents has been obtained and is
      in effect;

            (x) evidence that the Existing Credit Agreement has been or
      concurrently with the Closing Date is being terminated and all Liens (if
      any) securing obligations under the Existing Credit Agreement have been or
      concurrently with the Closing Date are being released; and

            (xi) 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.

      (b) Any fees required to be paid to the Agent, the Arrangers or any other
Lender (whether pursuant to the Fee Letter or otherwise) on or before the
Closing Date shall have been paid.

      (c) Unless waived by the Administrative Agent, the Borrower shall have
paid all Attorney Costs of the Administrative Agent to the extent invoiced prior
to or on the Closing Date, plus such additional amounts of Attorney Costs of the
Administrative Agent as shall constitute its reasonable estimate of Attorney
Costs 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 Borrower and the Administrative Agent).

      (d) The representations and warranties of the Loan Parties contained in
Article V or any other Loan Document, or which are contained in any other
document furnished at any time under this Agreement, shall be true and correct
in all material respects on and as of the Closing Date.

      (e) No Default shall exist and be continuing as of the Closing Date.

      (f) There shall not have occurred a material adverse change since December
31, 2003 in the business, assets, operations, condition (financial or otherwise)
or prospects of the Borrower and its Consolidated Entities taken as a whole, or
in the facts and information regarding such entities as represented to date.

      (g) There shall not exist any action, suit, investigation, or proceeding,
pending or threatened, in any court or before any arbitrator or governmental
authority that purports to affect the Borrower, its Consolidated Entities or any
transaction contemplated hereby, or that could reasonably be expected to have a
Material Adverse Effect on the Borrower and its Consolidated Entities or any
transaction contemplated hereby or on the ability of any party to perform its
obligations under the documents to be executed in connection herewith or in
connection with any other Loan Document.

                                       42

<PAGE>

      (h) The Borrower and its Consolidated Entities shall be in compliance with
all existing financial obligations and Contractual Obligations, the failure to
comply with could reasonably be expected to have a Material Adverse Effect.

      (i) The Agent and Lenders shall have completed all due diligence with
respect to the Borrower, its Consolidated Entities and its Unconsolidated
Entities and the Properties owned thereby.

      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 Loan Parties contained in
Article V or any other Loan Document, or which are contained in any document
furnished at any time under this Agreement, shall be true and correct in all
material respects on and as of the date of such Credit Extension, except to the
extent of changes resulting from matters permitted under the Loan Documents or
other changes in the ordinary course of business not having a Material Adverse
Effect, and except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and
correct 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 (or, in the case of Committed Loans to be made in
connection with any Unreimbursed Amount, no Event of Default) shall exist, or
would result from such proposed Credit Extension.

      (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 Borrower shall be deemed
to be a representation and warranty 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.

                                    ARTICLE V
                         REPRESENTATIONS AND WARRANTIES

      The Loan Parties, jointly and severally, represent and warrant to the
Administrative Agent and the Lenders that:

      5.01 EXISTENCE, QUALIFICATION AND POWER; COMPLIANCE WITH LAWS.

      The Borrower and each Consolidated Entity (a) is a 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 (if any) 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.

                                       43

<PAGE>

      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 (other than a Permitted Lien) under, (i) any Contractual Obligation to
which such Person is a party or (ii) any order, injunction, writ or decree of
any Governmental Authority or any arbitral award to which such Person or its
property is subject; or (c) violate any Law.

      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 the filing of this Agreement with the Securities and Exchange
Commission.

      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 (i) that enforcement may be subject to bankruptcy,
insolvency, reorganization, moratorium or other similar laws (whether statutory,
regulatory or decisional) now or hereafter in effect relating to creditors'
rights generally and (ii) the remedy of specific performance and injunctive and
other forms of equitable relief may be subject to certain equitable defenses and
to the discretion of the court before which any proceeding therefor may be
brought, whether in a proceeding at law or in equity.

      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 in accordance with GAAP
the financial condition of the Borrower and the Consolidated Entities (including
the Consolidated Entities' interest in the Unconsolidated Entities) as of the
date thereof and their results of operations for the period covered thereby in
accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein; and (iii) show all material
indebtedness and other liabilities, direct or contingent, of the applicable
parties as of the date thereof, including liabilities for taxes, material
commitments and Indebtedness as required by GAAP.

      (b) The unaudited consolidated balance sheets of the Borrower and the
Consolidated Parties (including the Consolidated Entities' interest in the
Unconsolidated Entities) dated March 31, 2004, and the related consolidated
statements of income or operations, shareholders' equity and cash flows for the
calendar 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 in accordance with GAAP the
financial condition of the parties identified therein 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. Schedule 5.05 sets forth, as of the Closing Date, all
material Indebtedness for Money Borrowed of the Borrower, the Consolidated
Entities and the Unconsolidated Entities, respectively, as of the date of such
financial statements. Without limiting the foregoing, such list shall include
all Indebtedness for Money Borrowed in excess of $10,000,000.

      (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.

                                       44

<PAGE>

      5.06 LITIGATION.

      Except as specifically disclosed in Schedule 5.06 (as amended by any
Compliance Certificate or Request for Credit Extension containing supplemental
information thereto), there are no actions, suits, proceedings, claims or
disputes pending or, to the knowledge of the Loan Parties after due and diligent
investigation, threatened or contemplated, at law, in equity, in arbitration or
before any Governmental Authority, by or against any Consolidated Party 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) either individually or in the aggregate, that are
not covered by insurance and, if determined adversely, could reasonably be
expected to have a Material Adverse Effect.

      5.07 NO DEFAULT.

      Neither the Borrower, nor any Consolidated Entity 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.

      5.08 OWNERSHIP OF PROPERTY; LIENS.

      The Borrower and each Consolidated Entity 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, 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 Borrower and the
Consolidated Entities is subject to no Liens, other than Liens permitted by
Section 7.01.

      5.09 ENVIRONMENTAL COMPLIANCE.

      The Borrower and each Consolidated Entity conduct in the ordinary course
of business in connection with the purchase of real estate a review of the
effect of existing Environmental Laws and claims alleging potential liability or
responsibility for violation of any Environmental Law on or with respect to such
properties, and as a result thereof the Loan Parties have reasonably concluded
that, except as specifically disclosed in Schedule 5.09 (as amended by any
Compliance Certificate or Request for Credit Extension containing supplemental
information thereto), any violation of 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 the Borrower and each Consolidated Entity are insured
with financially sound and reputable insurance companies not the Borrower, any
Subsidiary of the Borrower, any Consolidated Entity, any Unconsolidated Entity
or any Investment Entity, in such amounts, with such deductibles and covering
such risks as are customarily carried by companies engaged in similar businesses
and owning similar properties in localities where the Borrower or the applicable
Consolidated Entity operates.

      5.11 TAXES.

      The Borrower and each Consolidated Entity have filed all Federal, state
and other material tax returns and reports required to be filed unless an
extension has been obtained, 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. To the best of Borrower's knowledge and belief, there is
no proposed tax assessment against the Borrower or any Consolidated Entity that
would, if made, have a Material Adverse Effect.

                                       45
<PAGE>

      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 Borrower, nothing has occurred which would prevent, or
cause the loss of, such qualification. The Borrower and each ERISA Affiliate
have made all required contributions to each Plan subject to Section 412 of the
Code, and no application for a funding waiver or an extension of any
amortization period pursuant to Section 412 of the Code has been made with
respect to any Plan.

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

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

      5.13 CONSOLIDATED ENTITIES; REIT STATUS.

      As of the Closing Date and as of the date of the last Compliance
Certificate delivered pursuant to the terms of this Agreement, the Borrower has
no Consolidated Entities other than those specifically disclosed in Part (a) of
Schedule 5.13 and has no equity investments in any other Unconsolidated Entity
or Investment Entity other than those specifically disclosed in Part(b) of
Schedule 5.13 (as amended by any Compliance Certificate containing supplemental
information thereto). The Borrower qualifies as a REIT.

      5.14 MARGIN REGULATIONS; INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING
COMPANY ACT.

      (a) The Borrower is not engaged and will not 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.

      (b) None of the Borrower, any Person Controlling the Borrower, or any
Consolidated Entity (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.

      5.15 DISCLOSURE.

      Each Loan Party has disclosed to the Administrative Agent and the Lenders
all agreements, instruments and corporate or other restrictions to which it or
any of its Subsidiaries is subject, and all other matters known to it, that,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect. No report, financial statement, certificate or other
information furnished in writing 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
(as modified or supplemented by other information so furnished) as of the date
thereof contains any material misstatement of material 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 and taken as a whole, not

                                       46
<PAGE>

misleading; provided that, with respect to projected financial information, the
Borrower represents only that such information was prepared in good faith based
upon assumptions believed to be reasonable at the time.

      5.16 COMPLIANCE WITH LAWS.

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

      5.17 INTELLECTUAL PROPERTY; LICENSES, ETC.

      The Borrower and each Consolidated Entity owns, 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 where such failure could not reasonably be expected to have a
Material Adverse Effect. To the best knowledge of the Loan Parties, no slogan or
other advertising device, product, process, method, substance, part or other
material now employed, or now contemplated to be employed, by the Borrower or
any Consolidated Entity infringes upon any rights held by any other Person
except where such failure could not reasonably be expected to have a Material
Adverse Effect. Except as specifically disclosed in Schedule 5.17, (as amended
by any Compliance Certificate or Request for Credit Extension containing
supplemental information thereto), no claim or litigation regarding any of the
foregoing is pending or, to the best knowledge of the Loan Parties, threatened,
which, either individually or in the aggregate, could reasonably be expected to
have a Material Adverse Effect.

                                   ARTICLE VI
                             AFFIRMATIVE COVENANTS

      So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding, each Loan Party shall, and shall (except in the
case of the covenants set forth in Sections 6.01, 6.02, 6.03 and 6.11) cause
each Consolidated Entity to:

      6.01 FINANCIAL STATEMENTS.

      Deliver to the Administrative Agent, in form and detail reasonably
satisfactory to the Administrative Agent and the Required Lenders:

      (a) as soon as available, but in any event within 90 days after the end of
each calendar year of the Borrower (commencing with the calendar year ended
2004), a consolidated balance sheet of the Borrower and the Consolidated
Entities as at the end of such calendar year, and the related consolidated
statements of income or operations, shareholders' equity and cash flows for such
calendar year, setting forth in each case in comparative form the figures for
the previous calendar year, all in reasonable detail and prepared in accordance
with GAAP, audited and accompanied by a report and opinion of an independent
certified public accountant or accounting firm of nationally recognized standing
reasonably acceptable to the Administrative Agent, 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, exception,
assumption or explanatory language or any qualification, exception, assumption
or explanatory language as to the scope of such audit; and

      (b) as soon as available, but in any event within 45 days after the end of
each of the first three calendar quarters of each calendar year of the Borrower
(commencing with the calendar quarter ended September 30,2004), a consolidated
balance sheet of the Borrower and the Consolidated Entities as at the end of
such calendar quarter, and the related consolidated statements of income or
operations, shareholders' equity and cash flows for

                                       47
<PAGE>

such calendar quarter and for the portion of the Borrower's calendar year then
ended, setting forth in each case in comparative form the figures for the
corresponding calendar quarter of the previous calendar year and the
corresponding portion of the previous calendar year, all in reasonable detail
and certified by a Responsible Officer of the Borrower as fairly presenting the
financial condition, results of operations, shareholders' equity and cash flows
of the Borrower and the Consolidated Entities in accordance with GAAP as of the
date thereof, subject only to normal year-end audit adjustments and the absence
of footnotes.

As to any information contained in materials furnished pursuant to Section 6.02,
the Borrower 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 Borrower to furnish the information and materials described in
subsections (a) and (b) above at the times specified therein.

      6.02 CERTIFICATES; OTHER INFORMATION.

      Deliver to the Administrative Agent:

      (a) concurrently with the delivery of the financial statements referred to
in Section 6.01 (a), a certificate of its independent certified public
accountants certifying such financial statements and stating that in making the
examination necessary therefor no knowledge was obtained of any Default or, if
any such Default shall exist, stating the nature and status of such event;

      (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 Borrower;

      (c) promptly after any request by the Administrative Agent or any Lender,
copies of any detailed audit reports, management letters submitted to the board
of directors (or the audit committee of the board of directors) of the Borrower
by independent accountants in connection with the accounts or books of the
Borrower or any Consolidated Entity, 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 material report or communication sent to
the stockholders of the Borrower, and copies of all annual, regular, or material
periodic and special reports and registration statements which the Borrower may
file or be required to file with the SEC under Section 13 or 15(d) of the
Securities Exchange Act of 1934, and not otherwise required to be delivered to
the Administrative Agent pursuant hereto;

      (e) promptly, such additional data, certificates, reports, statements,
documents or other information regarding the business, assets, liabilities,
financial or corporate affairs, projected financial performance, operations or
other matters pertaining to the Borrower or any Consolidated Entity, or
compliance with the terms of the Loan Documents, as the Administrative Agent or
any Lender may from time to time reasonably request.

      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
Borrower posts such documents, or provides a link thereto on the Borrower's
website on the Internet at the website address listed on Schedule 10.02; or (ii)
on which such documents are posted on the Borrower's behalf on an Internet or
intranet website, if any, to which each Lender and the Administrative Agent have
access (whether a commercial, third-party website or whether sponsored by the
Administrative Agent); provided that the Borrower shall notify (which may be by
facsimile or electronic mail) the Administrative Agent and each Lender of the
posting of any such documents and provide to the Administrative Agent by
electronic mail electronic versions (i.e., soft copies) of such documents.
Notwithstanding anything contained herein, in every instance the Borrower shall
be required to provide paper copies of the Compliance Certificates required by
Section 6.02(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 Borrower with
any such request for delivery, and each Lender shall be solely responsible for
requesting delivery to it or maintaining its copies of such documents.

                                       48
<PAGE>

      6.03 NOTICES.

      Promptly notify the Administrative Agent and each Lender after a
Responsible Officer becomes aware thereof:

      (a) of the occurrence of any Default and the nature thereof;

      (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 Borrower or any
Consolidated Entity; (ii) any dispute, litigation, investigation, proceeding or
suspension between the Borrower or any Consolidated Entity and any Governmental
Authority; or (iii) the commencement of, or any material development in, any
litigation or proceeding affecting the Borrower or any Consolidated Entity,
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 Borrower or any Consolidated Entity.

      Each notice pursuant to this Section shall be accompanied by a statement
of a Responsible Officer of the Borrower setting forth details of the occurrence
referred to therein and stating what action the Borrower has taken and proposes
to take with respect thereto. Each notice pursuant to Section 6.03(a) shall
describe with particularity any and all material 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, (a) all material 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 Borrower or such Consolidated Entity; and
(b) all lawful material claims which, if unpaid, would by law become a Lien
(other than a Permitted Lien) upon its property, provided, however, such lawful
claims may be contested in good faith in appropriate proceedings and as to which
adequate reserves in accordance with GAAP shall have been established, but only
so long as enforcement of any such claim has been stayed and so long as such
proceedings could not subject any Lender to any civil or criminal penalty or
liability.

      6.05 PRESERVATION OF EXISTENCE, ETC.

      (a) Except to the extent failure to do the same is not likely to result in
a Material Adverse Effect: (i) preserve, renew and maintain in full force and
effect its legal existence and good standing under the Laws of the jurisdiction
of its organization except in a transaction permitted by Section 7.04 or 7.05;
(ii) take all reasonable action to maintain all rights, privileges, permits,
licenses and franchises necessary or desirable in the normal conduct of its
business; and (iii) preserve or renew all of its registered patents, trademarks,
trade names and service marks and (b) cause the Borrower to, at all times during
the term hereof, maintain its status as an Internal Revenue Service-qualified
REIT.

      6.06 MAINTENANCE OF PROPERTIES.

      Except to the extent failure to do the same is not likely to result in a
Material Adverse Effect: (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 excepted; (b) make all
necessary repairs thereto and renewals and replacements thereof; and (c) use at
least the standard of care typical in the industry in the operation and
maintenance of its facilities.

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      6.07 MAINTENANCE OF INSURANCE.

      Maintain with financially sound and reputable insurance companies
(provided that such companies shall not, in any case, be the Borrower, any
Subsidiary of the Borrower, any Consolidated Entity, any Unconsolidated Entity
or any Investment Entity), insurance with respect to its properties and business
against loss or damage of the kinds customarily insured against by Persons
engaged in the same or similar business, of such types and in such amounts as
are customarily carried under similar circumstances by such other Persons and
providing for not less than 30 days' prior notice to the Administrative Agent of
termination, lapse or cancellation of such insurance.

      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 full, true and
correct entries in all material respects in conformity with GAAP consistently
applied shall be made of all financial transactions and matters involving the
assets and business of the Borrower or such Consolidated Entity, 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 Borrower or such Consolidated Entity, 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 directors,
officers, and independent public accountants, all at the expense of the Borrower
and at such reasonable times during normal business hours and as often as may be
reasonably desired, upon reasonable advance notice to the Borrower; provided,
however, that neither the Administrative Agent nor any Lender shall take any
action which would result in the interference with any tenant's right to quiet
enjoyment of the property subject to any lease during the term thereof;
provided, further, that the Administrative Agent and each Lender agree to use
reasonable efforts to share information among one another and to coordinate such
inspections to minimize disruption for the Borrower; provided, further, 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 Borrower at any time during normal
business hours and without advance notice.

      6.11 USE OF PROCEEDS.

      Use the proceeds of the Credit Extensions for the purpose of refinancing
the Existing Credit Agreement and for acquisitions, development, renovation,
working capital in the ordinary course of business, to support letters of credit
and other general purposes.

      6.12 ADDITIONAL GUARANTORS.

      Notify the Administrative Agent at the time that any Person becomes a
Domestic Subsidiary that constitutes a Consolidated Entity, and promptly
thereafter (and in any event within thirty (30) days), except as specifically
provided below, cause such Person to (a) become a Guarantor by executing and
delivering to the Administrative Agent a Joinder Agreement and such other
document as the Administrative Agent shall reasonably deem appropriate for such
purpose, and (b) deliver to the Administrative Agent documents of the types
referred to in clauses (iii) and (iv) of Section 4.01 (a) and 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; provided, however, that (i) a

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Consolidated Entity shall not be required to execute a Joinder Agreement and
become a Guarantor hereunder if (A) such Consolidated Entity is inactive, has
aggregate assets with a book value of less than $5,000,000 and has no operations
or (B) such Consolidated Entity is prohibited under the terms of its
Organization Documents or the terms of any Indebtedness from providing
Guarantees of Indebtedness of any other Person, (ii) notwithstanding the
foregoing, one or more Consolidated Entities designated by the Borrower that
would otherwise be exempt from the requirements set forth in item (A) of
subclause (i) above shall, nonetheless, be required to execute a Joinder
Agreement and become a Guarantor pursuant to the provisions of this Section 6.12
so that the aggregate value of assets held by Consolidated Entities that are not
required to execute Joinder Agreements pursuant to the terms of subclause (i)(A)
above shall not exceed 10% of the total value of the Unencumbered Properties (as
reasonably determined by the Administrative Agent using information provided to
it by the Borrower pursuant to the terms of this Agreement) and (iii) to the
extent a Consolidated Entity that was previously exempted from execution of a
Joinder Agreement pursuant to subclause (i) above no longer satisfies the
criteria for exemption set forth therein, such Consolidated Entity shall
promptly fulfill the requirements of clauses (a) and (b) above.

                                   ARTICLE VII
                               NEGATIVE COVENANTS

      So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding, no Loan Party shall, nor shall it permit any
Consolidated Entity to, directly or indirectly:

      7.01 LIENS.

      Create, incur, assume or suffer to exist any Lien (other than a Permitted
Lien) upon (a) any of the Unencumbered Properties; provided, that mortgage
Indebtedness with respect to such Unencumbered Properties may be incurred to the
extent the underlying Indebtedness would not cause Borrower to be in violation
of any financial or other covenant contained herein (including, without
limitation, those contained in Sections 7.03 or 7.11 hereof) and provided, that
the incurrence of any such mortgage Indebtedness will cause the applicable
Unencumbered Property to cease to qualify as such for purposes of this
Agreement; or (b) any of its other property, assets or revenues, whether now
owned or hereafter acquired, if the Indebtedness underlying such Lien would
cause Borrower to be in violation of Section 7.11(c) hereof.

      7.02 INVESTMENTS.

      Make any loan, advance or otherwise acquire evidences of Indebtedness,
capital stock or other securities of any Person or otherwise make any
Investment, except:

      (a) Investments in, loans and advances to, or other acquisitions of
evidences of Indebtedness or capital stock or other securities of the Borrower,
any Consolidated Entity or any Unconsolidated Entity, and

      (b) Investments in, loans and advances to, or other acquisitions of
evidences of Indebtedness or capital stock or other securities of any Person if
the same relate to real estate, interests in real estate or Persons involved in
the ownership, investment, management, leasing, development or financing of real
estate to the extent such Investment is in compliance with the limitations on
assets that may be owned by real estate investment trusts and is consistent with
Borrower's business strategy;

provided that Borrower and its Consolidated Entities shall not make Investments
in or loans or advances to, or acquire the capital stock of any Persons that
would qualify as an Investment Entity if the aggregate amount thereof, together
with amounts committed to be contributed or advanced to any other then-existing
Investment Entities, exceeds $90,000,000.

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Notwithstanding anything to the contrary contained in the foregoing, each of the
Borrower and its Consolidated Entities may make investments of its working
capital and other reserves in (i) cash, (ii) Cash Equivalents and (iii) money
market mutual funds and other investments approved from time to time by the
Administrative Agent in its discretion.

      7.03 INDEBTEDNESS.

      Create, incur, assume or suffer to exist any Indebtedness for Money
Borrowed:

      (a) that is Unsecured Debt, except to the extent that:

            (i) if such Indebtedness is new Indebtedness that did not exist as
      of the Closing Date, the Administrative Agent has received, not less than
      ten (10) days prior to the closing of such Indebtedness, written notice of
      the intention of such Loan Party to enter into such Indebtedness, together
      with a pro forma Compliance Certificate showing projected compliance by
      the Loan Parties with each of the financial covenants set forth herein
      from the date of the incurrence of such Indebtedness through the Extended
      Maturity Date and a summary of the material terms and conditions of the
      loan documents with respect thereto; and

            (ii) the aggregate Unsecured Debt of the Loan Parties (including any
      requested or pending Credit Extension) is less than or equal to the sum of
      (A) the Value of Income Producing Assets wholly owned by the Loan Parties
      that are Unencumbered Properties, divided by 1.67, plus (B) the Value of
      Non-Income Producing Assets wholly owned by the Loan Parties that are
      Unencumbered Properties, divided by 2.00, plus (C) the Value of Liquid
      Assets wholly owned by the Loan Parties and not encumbered (except for
      Permitted Liens), divided by 2.00; provided, that to the extent the sum of
      the amounts calculated pursuant to subclauses (B) and (C) above
      constitutes more than 35% of the total of the amount calculated pursuant
      to this clause (c)(ii), such amount shall be reduced to the extent
      required to cause the amount calculated pursuant to such subclauses (B)
      and (C) to equal 35% of the total of the amount calculated pursuant to
      this clause (c)(ii); and

      (b) that is Secured Debt that is recourse to the Loan Parties (not
including customary recourse carve-outs relating to nonrecourse Secured Debt)
except to the extent that such Secured Debt does not, as of any date of
calculation, exceed an aggregate amount equal to twelve percent (12.0%) of Total
Assets as of such date.

      7.04 FUNDAMENTAL CHANGES.

      Merge, dissolve, liquidate, consolidate with or into another Person,
except that, so long as no Event of Default exists or would result therefrom,
any Consolidated Entity of the Borrower may merge with the Borrower, provided
that the Borrower shall be the continuing or surviving Person, or any one or
more other Consolidated Entities, provided that when any Guarantor is merging
with another Consolidated Entity of the Borrower, a Guarantor shall be the
continuing or surviving Person or the surviving entity shall assume all
guarantee obligations of the Guarantor simultaneously with such merger.

      7.05 DISPOSITIONS.

      Make any Disposition or enter into any agreement to make any Disposition,
except:

      (a) Dispositions of obsolete or worn out property, whether now owned or
hereafter acquired, in the ordinary course of business;

      (b) Dispositions of inventory in the ordinary course of business;

      (c) Dispositions of equipment or real property to the extent that (i) such
property is exchanged for credit against the purchase price of similar
replacement property or (ii) the proceeds of such Disposition are reasonably
promptly applied to the purchase price of such replacement property;

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      (d) Dispositions of property by any Consolidated Entity to the Borrower or
to a wholly-owned Consolidated Entity of the Borrower or other Person that will
be a Guarantor upon the completion of such Disposition; provided that if the
transferor of such property is a Guarantor, the transferee thereof must either
be the Borrower or a Guarantor;

      (e) Any other Dispositions by the Borrower and/or the Consolidated
Entities; provided that, (i) to the extent any such Disposition involves
property with a value or purchase price in excess of $35,000,000, neither the
Borrower nor any Consolidated Entity shall Dispose of such property unless the
Borrower has, within twenty (20) days prior to such disposition, delivered to
the Administrative Agent a Compliance Certificate showing projected compliance
by the Loan Parties with each of the financial covenants set forth herein; (ii)
except to the extent the Administrative Agent has provided written consent for
such Disposition expressly noting the existence or projected existence of such
Event of Default, no Event of Default shall exist as of the date of such
Disposition or would result from such Disposition and (iii) to the extent such
action would require that a Guarantor be released, the Administrative Agent has
provided written consent of such release (which consent will not be withheld or
unreasonably delayed to the extent a properly and fully completed Compliance
Certificate is provided by the Borrower pursuant to and in accordance with
subclause (i) above and such asset is the only asset of the applicable Guarantor
or such asset is the Capital Stock of such Guarantor).

      7.06 RESTRICTED PAYMENTS.

        Declare or make, directly or indirectly, any Restricted Payment or
Restricted Purchase, or incur any obligation (contingent or otherwise) to do so,
except that:

      (a) the Borrower may declare or make Restricted Payments not to exceed the
greater of (i) 95% of funds from operations for the taxable year, (ii) 110% of
taxable income for the taxable year or (iii) the minimum amount required to
maintain REIT status;

      (b) the Consolidated Entities may make Restricted Payments to the Borrower
and to any other Consolidated Entities;

      (c) the Borrower and the Consolidated Entities may make cash distributions
to their respective shareholders or other owners for capital gains resulting
from certain assets sales to the extent necessary to avoid payment of taxes on
such asset sales imposed under Sections 857(b)(3) and 4981 of the Code;

      (d) any Consolidated Entity (other than the Borrower) may make payments to
any partner, member or shareholder of such Person required to be made pursuant
to any contractual obligations of such Person or the Organization Documents of
such Person (other than distributions to the equity holders of the Borrower in
their capacity as such); and

      (e) so long as there does not exist at such time and would not be caused
thereby, (i) an Event of Default under this Agreement, or (ii) any other Event
of Default which has not been cured or waived by the Required Lenders within a
period of ninety (90) days from the date that the Borrower knew or should have
known of such Event of Default, the Borrower may make Restricted Purchases.

      7.07 INTENTIONALLY OMITTED.

      7.08 TRANSACTIONS WITH AFFILIATES.

      Enter into any material transaction of any kind with any Affiliate of the
Borrower, whether or not in the ordinary course of business, other than on fair
and reasonable terms substantially as favorable to the Borrower or such
Affiliate as would be obtainable by the Borrower or such Affiliate at the time
in a comparable arm's length transaction with a Person other than an Affiliate
except for agreements which are direct cost or direct revenue pass-through in
nature.

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      7.09 INTENTIONALLY OMITTED.

      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) Shareholders' Equity. Permit Shareholders' Equity at any time to be
less than the sum of (a) $350,000,000, plus (b) an amount equal to eighty-five
percent (85.0%) of the amount of proceeds (net of transaction costs) received by
the Borrower or any wholly-owned Consolidated Entity (other than issuances to
the Borrower or a wholly-owned Consolidated Entity) from the issuance of shares
of capital stock, warrants, options or other equity securities of any class or
character following March 31, 2004.

      (b) Consolidated Unencumbered Interest Coverage Ratio. Permit the
Consolidated Unencumbered Interest Coverage Ratio (as calculated as of the end
of each calendar quarter of the Borrower based on the information provided
pursuant to Section 6.01 hereof) to be less than 1.75 to 1.00.

      (c) Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio at
any time during the term hereof to be greater than .60 to 1.00.

      (d) Consolidated Fixed Charge Coverage Ratio. Permit the Consolidated
Fixed Charge Coverage Ratio, as of the end of any calendar quarter of the
Borrower based on the information provided pursuant to Section 6.01 hereof, to
be less than 1.50 to 1.00.

      7.12 PREPAYMENT OF OTHER INDEBTEDNESS, ETC.

If any Event of Default has occurred and is continuing or would be directly or
indirectly caused as a result thereof, after the issuance thereof, (a) amend or
modify any of the terms of any Indebtedness of such Person (other than
Indebtedness arising under the Loan Documents) if such amendment or modification
would add or change any terms in a manner adverse in any material respect to
such Person or to the Lenders, (b) shorten the final maturity or average life to
maturity thereof or require any payment thereon to be made sooner than
originally scheduled or increase the interest rate applicable thereto, or (c)
make (or give any notice with respect thereto) any voluntary or optional payment
or prepayment thereof, or make (or give any notice with respect thereto) any
redemption or acquisition for value or defeasance (including without limitation,
by way of depositing money or securities with the trustee with respect thereto
before due for the purpose of paying when due), refund, refinance or exchange
with respect thereto.

      7.13 ORGANIZATION DOCUMENTS; SUBSIDIARIES.

Permit any Loan Party to (a) amend, modify, waive or change its Organization
Documents in a manner materially adverse to the Lenders or in a manner that
permits any Person (other than Tom Cousins) to, at any time, own more than
twenty-five percent (25%) of the voting equity securities of the Borrower, or
(b) create, acquire or permit to exist or permit or cause any of their
Subsidiaries to create, acquire or permit to exist, any Foreign Subsidiaries,
except to the extent that the assets held in such Foreign Subsidiaries
constitute less than ten percent (10.0%) of Total Assets.

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                                  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 Borrower 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 at maturity, or (ii) within five (5) Business 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 ten (10) Business Days after the same becomes
due, any other amount payable hereunder or under any other Loan Document; or

      (b) Specific Covenants. The Borrower fails to perform or observe any term,
covenant or agreement contained in any of Section 6.01, 6.02, 6.03, 6.05, 6.10,
6.11 or 6.12 or Article VII; 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 thirty (30) days after receipt of notice by the Loan Parties; or

      (d) Representations and Warranties. Any representation, warranty or
certification made or deemed made by or on behalf of the Borrower 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 in any
material respect when made or deemed made; or

      (e) Cross-Default.

            (i) The Borrower or any Consolidated Entity (A) fails to make any
      payment when due (whether by scheduled maturity, required prepayment,
      acceleration, demand, or otherwise) in respect of any recourse
      Indebtedness for Money Borrowed or Monetized Guarantee (other than
      Indebtedness hereunder and Indebtedness under Swap Contracts) having an
      aggregate principal amount (excluding undrawn committed or available
      amounts and including amounts owing to all creditors under any combined or
      syndicated credit arrangement) of more than the Threshold Amount, or (B)
      fails to observe or perform any other agreement or condition relating to
      any such Indebtedness for Money Borrowed or Monetized Guarantee or
      contained in any instrument or agreement evidencing, securing or relating
      thereto, or any other event occurs and (C) all applicable grace and/or
      cure period with respect to such Indebtedness for Money Borrowed has
      expired, the effect of which default or other event is to cause, or to
      permit the holder or holders of such Indebtedness for Money Borrowed or
      the beneficiary or beneficiaries of such Monetized 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 for Money Borrowed 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 for
      Money Borrowed to be made, prior to its stated maturity, or such Monetized
      Guarantee to become payable or cash collateral in respect thereof to be
      demanded; 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 Borrower or any Consolidated
      Entity 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 Borrower or any Consolidated Entity is an Affected Party (as so
      defined) and, in either event, the Swap Termination Value owed by the
      Borrower or such Consolidated Entity as a result thereof is greater than
      the Threshold Amount; or

            (iii) (A) there occurs a default or event of default (following all
      applicable cure and grace periods) at any time during the term hereof
      under any single non-recourse Indebtedness for Money Borrowed transaction
      of the Borrower or any Consolidated Entity to the extent that: (1) such

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<PAGE>

      Indebtedness for Money Borrowed transaction is secured by a Lien on one or
      more assets of the Borrower or any Consolidated Entity (other than such
      Person's interests in any Investment Entity); and (2) the Borrower or any
      Consolidated Entity has invested net equity (after distributions) of
      $40,000,000 or more in the assets subject to such Lien; or

            (B) at any time during the term hereof the Borrower and the
      Consolidated Entities (on an aggregate basis) are required, pursuant to
      GAAP, to write down the value of their investments in any single
      Unconsolidated Entity as a result of defaults or events of default
      (following all applicable cure and grace periods) on any single
      non-recourse Indebtedness for Money Borrowed transaction by such
      Unconsolidated Entity by a net amount (after distributions and net of any
      gains under GAAP) of $40,000,000 or more; or

            (C) the aggregate net investment of the Borrower and the
      Consolidated Entities (after distributions and, as applicable, net of any
      gains under GAAP) pursuant to (A) and (B) above that is subject to such
      defaulted non-recourse Indebtedness for Money Borrowed or write down (as
      applicable and, for purposes of this subclause (C) only, irregardless of
      whether the net investment meets the $40,000,000 thresholds noted in such
      provisions) is, during the term of this Agreement, in excess of
      $100,000,000 (or, if the term of this Agreement is extended to the
      Extended Maturity Date, $125,000,000); or

   (f) Insolvency Proceedings, Etc. Any Loan Party or any Consolidated Entity
institutes or consents to the institution of any proceeding against it 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. The Borrower or any Consolidated
Entity admits in writing its inability or otherwise fails generally to pay its
debts as they become due; or

   (h) Judgments. There is entered against the Borrower or any Consolidated
Entity (i) a final judgment or order for the payment of money in an aggregate
amount exceeding the Threshold Amount (to the extent not covered by independent
third-party insurance as to which the insurer does not dispute coverage), or
(ii) any one or more non-monetary final judgments that have, or could reasonably
be expected to have, individually or in the aggregate, a Material Adverse Effect
and, in either case, (A) enforcement proceedings are commenced by any creditor
upon such judgment or order, or (B) there is a period of thirty (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 Borrower under Title IV of ERISA to the Pension Plan,
Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold
Amount, or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after
the expiration of any applicable grace period, any installment payment with
respect to its withdrawal liability under Section 4201 of ERISA under a
Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or

   (j) Invalidity of Loan Documents. Any Loan Document, at any time after its
execution and delivery and for any reason other than as expressly permitted
hereunder or satisfaction in full of all the Obligations, ceases to be in full
force and effect with respect to any Loan Party; or any Loan Party other than
the Agent or one of the Lenders contests in any manner the validity or
enforceability of any Loan Document; or any Loan Party denies that it has any or
further liability or obligation under any Loan Document, or purports to revoke,
terminate or rescind any Loan Document; or

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      (k) Change of Control. There occurs any Change of Control with respect to
the Borrower.

      8.02 REMEDIES UPON EVENT OF DEFAULT.

      If any Event of Default occurs and is continuing, the Administrative Agent
shall, at the request of, or may, with the consent of, the Required Lenders,
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 Borrower;

      (c) require that the Borrower 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 or applicable law;

provided, however, that upon the occurrence of an actual or deemed entry of an
order for relief with respect to the Borrower under the Bankruptcy Code of the
United States, 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 Borrower 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 Attorney Costs and amounts
payable under Article III) payable to the Administrative Agent in its capacity
as such;

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

      Fifth, to the Administrative Agent for the account of the L/C Issuer, to
Cash Collateralize that portion of L/C Obligations comprised of the aggregate
undrawn amount of Letters of Credit; and

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

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

                                   ARTICLE IX
                              ADMINISTRATIVE AGENT

      9.01 APPOINTMENT AND AUTHORIZATION OF ADMINISTRATIVE AGENT.

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

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

      9.02 DELEGATION OF DUTIES.

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

      9.03 LIABILITY OF ADMINISTRATIVE AGENT.

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

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Related Person shall be under any obligation to any Lender or participant to
ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement or any other Loan
Document, or to inspect the properties, books or records of any Loan Party or
any Affiliate thereof.

      9.04 RELIANCE BY ADMINISTRATIVE AGENT.

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

      (b) For purposes of determining compliance with the conditions specified
in Section 4.01, each Lender that has signed this Agreement shall be deemed to
have consented to, approved or accepted or to be satisfied with, each document
or other matter required thereunder to be consented to or approved by or
acceptable or satisfactory to a Lender unless the Administrative Agent shall
have received notice from such Lender prior to the proposed Closing Date
specifying its objection thereto.

      9.05 NOTICE OF DEFAULT.

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

      9.06 CREDIT DECISION; DISCLOSURE OF INFORMATION BY ADMINISTRATIVE AGENT.

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

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and the other Loan Parties. Except for notices, reports and other documents
expressly required to be furnished to the Lenders by the Administrative Agent
herein, the Administrative Agent shall not have any duty or responsibility to
provide any Lender with any credit or other information concerning the business,
prospects, operations, property, financial and other condition or
creditworthiness of any of the Loan Parties or any of their respective
Affiliates which may come into the possession of any Agent-Related Person.

      9.07 INDEMNIFICATION OF ADMINISTRATIVE AGENT.

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

      9.08 ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY.

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

      9.09 SUCCESSOR ADMINISTRATIVE AGENT.

      The Administrative Agent may be removed at the written direction of the
Required Lenders to the extent the Administrative Agent is shown to be grossly
negligent in the performance of its material obligations and/or duties hereunder
or to have engaged in willful misconduct in the performance of such obligations
and/or duties. The Administrative Agent may resign as Administrative Agent upon
30 days' notice to the Lenders and the Borrower; provided that any such
resignation by or removal of Bank of America shall also constitute its
resignation or removal (as applicable) as L/C Issuer and Swing Line Lender. If
the Administrative Agent resigns or is otherwise removed under this Agreement,
the Required Lenders shall appoint from among the Lenders a successor
administrative agent for the Lenders, which successor administrative agent shall
be consented to by the Borrower at all times other than during the existence of
an Event of Default (which consent of the Borrower shall not be unreasonably
withheld or delayed). If no successor administrative agent is appointed prior to
the effective date of the resignation or removal of the Administrative Agent,
the Administrative Agent may appoint, after consulting with the Lenders and the
Borrower, a successor administrative agent from among the Lenders (and, in the
case of a removal of the Administrative Agent, with the consent of the Borrower,
such consent not to be unreasonably withheld). Upon the acceptance of its
appointment as successor administrative agent hereunder, the Person acting as
such successor

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administrative agent shall succeed to all the rights, powers and duties of the
retiring Administrative Agent, L/C Issuer and Swing Line Lender and the
respective terms "Administrative Agent," "L/C Issuer" and "Swing Line Lender"
shall mean such successor administrative agent, Letter of Credit issuer and
swing line lender, and the retiring Administrative Agent's appointment, powers
and duties as Administrative Agent shall be terminated and the retiring L/C
Issuer's and Swing Line Lender's rights, powers and duties as such shall be
terminated, without any other or further act or deed on the part of such
retiring L/C Issuer or Swing Line Lender or any other Lender, other than the
obligation of the successor L/C Issuer to issue letters of credit in
substitution for the Letters of Credit, if any, outstanding at the time of such
succession or to make other arrangements satisfactory to the retiring L/C Issuer
to effectively assume the obligations of the retiring L/C Issuer with respect to
such Letters of Credit. After any retiring or removed Administrative Agent's
resignation or removal (as applicable) hereunder as Administrative Agent, the
provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent, L/C Issuer or Swing Line Lender under this Agreement. If
no successor administrative agent has accepted appointment as Administrative
Agent by the date which is 30 days following a retiring or removed
Administrative Agent's notice of resignation or its removal by the Lenders, the
retiring/removed Administrative Agent's resignation shall nevertheless thereupon
become effective and the Lenders shall perform all of the duties of the
Administrative Agent hereunder until such time, if any, as the Required Lenders
appoint a successor agent as provided for above.

      9.10 ADMINISTRATIVE AGENT MAY FILE PROOFS OF CLAIM.

      In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to any 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 Borrower) shall be entitled and empowered, by intervention in such
proceeding or otherwise

            (a) to file and prove a claim for the whole amount of the principal
      and interest owing and unpaid in respect of the Loans, L/C Obligations and
      all other Obligations that are owing and unpaid and to file such other
      documents as may be necessary or advisable in order to have the claims of
      the Lenders and the Administrative Agent (including any claim for the
      reasonable compensation, expenses, disbursements and advances of the
      Lenders and the Administrative Agent and their respective agents and
      counsel and all other amounts due the Lenders and the Administrative Agent
      under Sections 2.03(i) and (j), 2.09 and 10.04) allowed in such judicial
      proceeding; and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender to make such payments to the Administrative Agent and, in the event
that the Administrative Agent shall consent to the making of such payments
directly to the Lenders, to pay to the Administrative Agent any amount due for
the reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under Sections 2.09 and 10.04.

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

      9.11 GUARANTY MATTERS.

      The Lenders irrevocably authorize the Administrative Agent, at its option
and in its discretion to release any Guarantor from its obligations under the
Guaranty if:

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            (a) (i) such Person is the subject of or enters into a Disposition
      pursuant to Section 7.05(e) hereof, (ii) the Administrative Agent receives
      a Compliance Certificate with respect to such Disposition, (iii) such
      Compliance Certificate is properly and fully completed pursuant to and in
      accordance with Section 7.05(e)(i) and (iv) the asset subject to such
      Disposition is the only asset of the applicable Guarantor or is the
      Capital Stock of such Guarantor;

            (b) such Person otherwise ceases to be a Guarantor or ceases to be a
      Consolidated Entity as a result of a transaction permitted hereunder; or

            (c) such Guarantor, following any transaction not prohibited by the
      terms of this Agreement, ceases to hold any material assets.

Upon request by the Administrative Agent at any time, the Required Lenders will
confirm in writing the Administrative Agent's authority to release any Guarantor
from its obligations under the Guaranty pursuant to this Section 9.11. The
Administrative Agent shall, at the request of the Borrower, consent to the
release of any Guarantor hereunder or otherwise provide evidence of such release
reasonably acceptable to the Borrower to the extent such release is permitted
pursuant to clauses (a), (b) or (c) above.

      9.12 OTHER AGENTS; ARRANGERS AND MANAGERS.

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

                                   ARTICLE X
                                 MISCELLANEOUS

      10.01 AMENDMENTS, ETC.

      No amendment or waiver of any provision of this Agreement or any other
Loan Document, and no consent to any departure by the Borrower or any other Loan
Party therefrom, shall be effective unless in writing signed by the Required
Lenders and the Borrower or the applicable Loan Party, as the case may be, and
acknowledged by the Administrative Agent, 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) except as permitted by Section 2.14 hereof, extend or increase the
Commitment of any Lender (or reinstate any Commitment of any Lender terminated
pursuant to Section 8.02) without the written consent of such Lender;

      (c) postpone any date fixed by this Agreement or any other Loan Document
for any payment or mandatory prepayment of principal, interest or fees due to
the Lenders (or any of them) or any scheduled or mandatory reduction of the
Aggregate Commitments 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 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 payable hereunder or under any other Loan Document
without the written consent of each Lender directly affected thereby; provided,
however, that only

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the consent of the Required Lenders shall be necessary to amend the definition
of "Default Rate" or to waive any obligation of the Borrower to pay interest or
Letter of Credit Fees at the Default Rate;

      (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 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) except as expressly provided in this Agreement or the other Loan
Documents, release any Guarantor from the Guaranty without the written consent
of each Lender;

      (h) waive any Event of Default based on a failure to pay principal,
interest or fees due hereunder (as referenced in Section 8.01(a)) without the
written consent of each Lender; or

      (i) permit the Borrower to assign any of its obligations hereunder, except
in accordance with Section 10.07(a) hereof without the written consent of each
Lender;

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 Letter
of Credit Application 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; and (iv) the Fee Letter may be amended, or rights or privileges
thereunder waived, in a writing executed only by the parties 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.

      10.02 NOTICES AND OTHER COMMUNICATIONS; FACSIMILE COPIES.

      (a) General. Unless otherwise expressly provided herein, all notices and
other communications provided for hereunder shall be in writing (including by
facsimile transmission). All such written notices shall be mailed certified or
registered mail, faxed or delivered to the applicable address, facsimile number
or (subject to subsection (c) below) electronic mail address, and all notices
and other communications expressly permitted hereunder to be given by telephone
shall be made to the applicable telephone number, as follows:

            (i) if to the Borrower, any Guarantor, the Administrative Agent, the
      L/C Issuer or the Swing Line Lender, to the address, facsimile number,
      electronic mail address or telephone number specified for such Person on
      Schedule 10.02 or to such other address, facsimile number, electronic mail
      address or telephone number as shall be designated by such party in a
      notice to the other parties; and

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

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

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foregoing, notices relating to Defaults, Events of Default or the exercise of
remedies hereunder shall only be delivered by hand (and signed for by a Person
at the offices of or the mail facilities used by the Borrower), overnight
courier service or certified or registered mail.

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

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

      (d) Reliance by Administrative Agent and Lenders. The Administrative Agent
and the Lenders shall be entitled to rely and act upon any notices (including
telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly given
by or on behalf of the Borrower 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 Borrower shall
indemnify each Agent-Related Person and each Lender from all losses, costs,
expenses and liabilities resulting from the reliance by such Person on each
notice purportedly given by or on behalf of the Borrower. All telephonic notices
to and other communications with the Administrative Agent may be recorded by the
Administrative Agent, and each of the parties hereto hereby consents to such
recording.

      10.03 NO WAIVER; CUMULATIVE REMEDIES.

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

      10.04 ATTORNEY COSTS, EXPENSES AND TAXES.

      The Borrower agrees (a) to pay or reimburse the Administrative Agent for
all reasonable costs and expenses incurred in connection with the preparation,
negotiation and execution of this Agreement and the other Loan Documents and any
amendment, waiver, consent or other modification of the provisions hereof and
thereof (whether or not the transactions contemplated hereby or thereby are
consummated), and the consummation and administration of the transactions
contemplated hereby and thereby, including all Attorney Costs, and (b) to pay or
reimburse the Administrative Agent and each Lender for all reasonable costs and
expenses incurred in connection with the enforcement, attempted enforcement, or
preservation of any rights or remedies under this Agreement or the other Loan
Documents in connection with an Event of Default (including all such reasonable
costs and expenses incurred during any "workout" or restructuring in respect of
the Obligations and during any legal proceeding, including any proceeding under
any Debtor Relief Law), including all Attorney Costs. The foregoing costs and
expenses shall include all search, filing, recording, title insurance and
appraisal charges and fees and taxes related thereto, and other out-of-pocket
expenses incurred by the Administrative Agent and the cost of independent public
accountants and other outside experts retained by the Administrative Agent or
any Lender in connection with an Event of Default. All amounts due under this
Section 10.04 shall be payable within ten Business Days after demand

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therefor. The agreements in this Section shall survive the termination of the
Aggregate Commitments and repayment of all other Obligations.

      10.05 INDEMNIFICATION BY THE BORROWER.

      Whether or not the transactions contemplated hereby are consummated, the
Borrower shall indemnify and hold harmless each Agent-Related Person, each
Lender and their respective Affiliates, directors, officers, employees, counsel,
agents and attorneys-in-fact (collectively the "Indemnitees") from and against
any and all liabilities, obligations, losses, damages, penalties, claims,
demands, actions, judgments, suits, costs, expenses and disbursements (including
Attorney Costs) of any kind or nature whatsoever which may at any time be
imposed on, incurred by or asserted against any such Indemnitee in any way
relating to or arising out of or in connection with (a) the execution, delivery,
enforcement, performance or administration of any Loan Document or any other
agreement, letter or instrument delivered in connection with the transactions
contemplated thereby or the consummation of the transactions contemplated
thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use
of the proceeds therefrom (including any refusal by the L/C Issuer to honor a
demand for payment under a Letter of Credit if the documents presented in
connection with such demand do not strictly comply with the terms of such Letter
of Credit), or (c) any actual or alleged presence or release of Hazardous
Materials on or from any property currently or formerly owned or operated by the
Borrower, any Consolidated Entity or any other Loan Party, or any Environmental
Liability related in any way to the Borrower, any Consolidated Entity or any
other Loan Party, or (d) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory (including any investigation of, preparation
for, or defense of any pending or threatened claim, investigation, litigation or
proceeding) and regardless of whether any Indemnitee is a party thereto (all the
foregoing, collectively, the "Indemnified Liabilities"): provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
liabilities, obligations, losses, damages, penalties, claims, demands, actions,
judgments, suits, costs, expenses or disbursements are determined by a court of
competent jurisdiction by final and nonappealable judgment to have resulted from
the gross negligence or willful misconduct of such Indemnitee. No Indemnitee
shall be liable for any damages arising from the use by others of any
information or other materials obtained through IntraLinks or other similar
information transmission systems in connection with this Agreement, nor shall
any Indemnitee have any liability for any indirect or consequential damages
relating to this Agreement or any other Loan Document or arising out of its
activities in connection herewith or therewith (whether before or after the
Closing Date). All amounts due under this Section 10.05 shall be payable within
ten Business Days after demand therefor. The agreements in this Section shall
survive the resignation of the Administrative Agent, the replacement of any
Lender, the termination of the Aggregate Commitments and the repayment,
satisfaction or discharge of all the other Obligations.

      10.06 PAYMENTS SET ASIDE.

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

      10.07 SUCCESSORS AND ASSIGNS.

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

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in accordance with the provisions of subsection (b) of this Section, (ii) by way
of participation in accordance with the provisions of subsection (d) of this
Section, or (iii) by way of pledge or assignment of a security interest subject
to the restrictions of subsection (f) 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 Indemnitees) any
legal or equitable right, remedy or claim under or by reason of this Agreement.

      (b) Any Lender may at any time assign to one or more Eligible Assignees
all or a portion of its rights and obligations under this 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 (as defined in subsection (g) of this
Section) with respect to a Lender, the aggregate amount of the Commitment (which
for this purpose includes Loans outstanding thereunder) subject to each such
assignment, determined as of the date the Assignment and Assumption with respect
to such assignment is delivered to the Administrative Agent or, if "Trade Date"
is specified in the Assignment and Assumption, as of the Trade Date, shall not
be less than $10,000,000 unless each of the Administrative Agent and, so long as
no Event of Default has occurred and is continuing, the Borrower otherwise
consents (each such consent not to be unreasonably withheld or delayed); (ii)
each partial assignment shall be made as an assignment of a proportionate part
of all the assigning Lender's rights and obligations under this Agreement with
respect to the Loans or the Commitment assigned, except that this clause (ii)
shall not apply to rights in respect of Swing Line Loans; (iii) any assignment
of a Commitment (other than to a Lender, Affiliate of a Lender or an Approved
Fund unless the addition of such Lender, Affiliate of Lender or Approved Fund
will, as of the effective date of such assignment, make the Borrower liable for
payment of additional amounts under Article III hereof that are not otherwise
payable to the assignor) must be approved by the Administrative Agent, the L/C
Issuer and the Swing Line Lender (in each case, which such approval may not be
unreasonably withheld) and, to the extent no Event of Default is then
continuing, the Borrower (which approval may not be unreasonably withheld)
unless the Person that is the proposed assignee is itself a Lender (whether or
not the proposed assignee would otherwise qualify as an Eligible Assignee); and
(iv) the parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Assumption, together with a processing
and recordation fee of $3,500. Subject to acceptance and recording thereof by
the Administrative Agent pursuant to subsection (c) of this Section, from and
after the effective date specified in each Assignment and Assumption, the
Eligible Assignee thereunder shall be a party to this 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. 10.04 and 10.05 with respect to facts and circumstances
occurring prior to the effective date of such assignment). Upon request and
return of Note being replaced, cancelled or marked replaced, the Borrower (at
its expense) shall execute and deliver a Note to the assignee Lender. Any
assignment or transfer by a Lender of rights or obligations under this 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) The Administrative Agent, acting solely for this purpose as an agent
of the Borrower, shall maintain at the Administrative Agent's Office a copy of
each Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amounts of the Loans and L/C Obligations owing to, each Lender
pursuant to the terms hereof from time to time (the "Register"). The entries in
the Register shall be conclusive, and the Borrower, the Administrative Agent and
the Lenders may treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by the Borrower, at any reasonable time and from time
to time upon reasonable prior notice. In addition, at any time that a request
for a consent for a material or other substantive change to the Loan Documents
is pending, any Lender wishing to consult with other Lenders in connection
therewith may request and receive from the Administrative Agent a copy of the
Register.

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      (d) Any Lender may at any time, without the consent of, or notice to, the
Borrower or the Administrative Agent, sell participations to any Person (other
than a natural person or the Borrower or any of the Borrower's Affiliates or
Subsidiaries) (each, a "Participant") in all or a portion of such Lender's
rights and/or obligations under this 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 Borrower, the Administrative Agent
and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations under this
Agreement. Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to
enforce this Agreement and to approve any amendment, modification or waiver of
any provision of this Agreement; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree
to any amendment, waiver or other modification that would (i) postpone any date
upon which any payment of money is scheduled to be paid to such Participant,
(ii) reduce the principal, interest, fees or other amounts payable to such
Participant, or (iii) release any Guarantor from the Guaranty to which it is a
party. Subject to subsection (e) of this Section, the Borrower agrees that each
Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to
the same extent (and subject to the same conditions and limitations) as if it
were a Lender and had acquired its interest by assignment pursuant to subsection
(b) of this Section. To the extent permitted by law, each Participant also shall
be entitled to the benefits of Section 10.09 as though it were a Lender,
provided such Participant agrees to be subject to Section 2.13 as though it were
a Lender.

      (e) Except to the extent the sale of a participation to a particular
Participant has been approved in writing by the Borrower, a Participant shall be
entitled to receive payments under or pursuant to Section 3.01 or 3.04 only to
the extent that the applicable Lender (taking into account the particular
circumstances surrounding the Loans made by such Lender and the applicability of
tax withholding and similar laws and regulations with respect to such Lender) is
or would, upon such Lender's request or demand for payment pursuant to Section
3.01 or 3.04, be entitled to any such payments. Any claim for compensation made
by a Participant of a Lender shall be deemed a claim made by the applicable
Lender for purposes of initiating the Borrower's rights under Sections 3.06(b)
and 10.16 of this Agreement. Subject to the preceding provisions of this clause
(e), a Participant that would be a Foreign Lender if it were a Lender shall not
be entitled to the benefits of Section 3.01 unless the Borrower is notified of
the participation sold to such Participant and such Participant agrees, for the
benefit of the Borrower, to comply with Section 10.15 as though it were a
Lender.

      (f) Any Lender may at any time pledge or assign a security interest in all
or any portion of its rights under this 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) As used herein, the following terms have the following meanings:

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

            "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.

            "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.

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      (h) Notwithstanding anything to the contrary contained herein, if at any
time Bank of America assigns all of its Commitment and Loans pursuant to
subsection (b) above, Bank of America may, (i) upon thirty (30) days' notice to
the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon thirty (30)
days' notice to the Borrower, resign as Swing Line Lender. In the event of any
such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be
entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line
Lender hereunder; provided, however, that no failure by the Borrower to appoint
any such successor shall affect the resignation of Bank of America as L/C Issuer
or Swing Line Lender, as the case may be. If Bank of America resigns as L/C
Issuer, it shall retain all the 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 Committed
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
Committed Loans or fund risk participations in outstanding Swing Line Loans
pursuant to Section 2.04(c).

      10.08 CONFIDENTIALITY.

      Each of the Administrative Agent and the Lenders for themselves, their
Affiliates and Agent Related Persons, agrees to maintain the confidentiality of
the Information (as defined below), except that Information may be disclosed (a)
to its Affiliates and to its Affiliates' respective partners, directors,
officers, employees, agents, advisors and representatives who need to know the
Information in connection with the transactions contemplated by the Agreement
(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) and who will use such Information only in
connection with the transactions contemplated by the Agreement; (b) to the
extent requested by any regulatory authority purporting to have jurisdiction
over it; (c) to the extent required by applicable laws or regulations or by any
subpoena or similar legal process, provided that prior to making any such
disclosure (other than to a banking regulator or auditor), such Person shall
endeavor in the ordinary course of business to promptly notify the Borrower in
writing so that the Borrower may seek an appropriate protective order
(notwithstanding the foregoing, should such Person fail to notify Borrower, such
person shall have no liability to Borrower or any other Credit Party); (d) to
any other party to this Agreement; (e) in connection with the exercise of any
remedies hereunder or any suit, action or proceeding relating to this Agreement
or the enforcement of rights hereunder; (f) subject to an agreement containing
provisions substantially the same as those of this Section, to (i) any Eligible
Assignee of or Participant in, or any prospective Eligible Assignee of or
Participant in, any of its rights or obligations under this Agreement or (ii)
any direct or indirect contractual counterparty or prospective counterparty (or
such contractual counterparty's or prospective counterparty's professional
advisor) to any credit derivative transaction relating to obligations of the
Loan Parties; (g) with the consent of the Borrower; (h) to the extent such
Information (i) becomes publicly available other than as a result of a breach of
this Section or (ii) becomes available to the Administrative Agent or any Lender
on a nonconfidential basis from a source other than the Borrower; or (i) to the
National Association of Insurance Commissioners or any other similar
organization having jurisdiction over such Lender. In addition, the
Administrative Agent and the Lenders may disclose the existence of this
Agreement and information about this Agreement to market data collectors,
similar service providers to the lending industry, and service providers to the
Administrative Agent and the Lenders in connection with the administration and
management of this Agreement, the other Loan Documents, the Commitments, and the
Credit Extensions. For the purposes of this Section, "Information" means all
information received from the Borrower or any of its Consolidated Entities
relating to the Borrower or any Combined Entity or Investment Entity or any of
their respective businesses, other than any such information that is available
to the Administrative Agent or any Lender on a nonconfidential basis as
described above prior to disclosure by the Borrower or any Combined Entity or
Investment Entity; provided that, in the case of information received from the
Borrower or any Combined Party after the date hereof, except as expressly noted
thereon, all financial information or other information relating to any proposed
transactions of the Borrower, any Combined Party, any Investment Entity or any
of the Borrower's Affiliates shall be considered 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.

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      10.09 SET-OFF.

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

      10.10 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 Borrower. In determining whether the interest
contracted for, charged, or received by the Administrative Agent or a Lender
exceeds the Maximum Rate, such Person may, to the extent permitted by applicable
Law, (a) characterize any payment that is not principal as an expense, fee, or
premium rather than interest, (b) exclude voluntary prepayments and the effects
thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal
parts the total amount of interest throughout the contemplated term of the
Obligations hereunder.

      10.11 COUNTERPARTS.

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

      10.12 INTEGRATION.

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

      10.13 SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

      All representations and warranties made hereunder and in any other 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 (unless such notice has been
received from the Borrower in writing), and

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shall continue in full force and effect as long as any Loan or any other
Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit
shall remain outstanding.

      10.14 SEVERABILITY.

      If any provision of this 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.

      10.15 TAX FORMS.

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

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

      (iii) The Borrower shall not be required to pay any additional amount to
any Foreign Lender under Section 3.01 (A) with respect to any Taxes required to
be deducted or withheld on the basis of the information, certificates or
statements of exemption such Lender transmits with an IRS Form W-8IMY pursuant
to this Section 10.15(a) or (B) if such Lender shall have failed to satisfy the
foregoing provisions of this Section 10.15(a); provided that if such Lender
shall have satisfied the requirement of this Section 10.15(a) on the date such
Lender became a Lender or ceased to act for its own account with respect to any
payment under any of the Loan Documents, nothing in this Section 10.15(a) shall
relieve the Borrower of its obligation to pay any amounts pursuant to
Section 3.01 in

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the event that, as a result of any change in any applicable law, treaty or
governmental rule, regulation or order, or any change in the interpretation,
administration or application thereof, such Lender is no longer properly
entitled to deliver forms, certificates or other evidence at a subsequent date
establishing the fact that such Lender or other Person for the account of which
such Lender receives any sums payable under any of the Loan Documents is not
subject to withholding or is subject to withholding at a reduced rate.

      (iv) The Administrative Agent may, without reduction, withhold any Taxes
required to be deducted and withheld from any payment under any of the Loan
Documents with respect to which the Borrower is not required to pay additional
amounts under this Section 10.15(a).

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

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

      10.16 REPLACEMENT OF LENDERS.

      Under any circumstances set forth herein providing that the Borrower shall
have the right to replace a Lender as a party to this Agreement, the Borrower
may, upon notice to such Lender and the Administrative Agent, replace such
Lender by causing such Lender to assign its Commitment (with the assignment fee
to be paid by the Borrower in such instance) pursuant to Section 10.07(b) to one
or more other Lenders or Eligible Assignees procured by the Borrower; provided,
however, that if the Borrower elects to exercise such right with respect to any
Lender pursuant to Section 3.06(b), it shall be obligated to replace all Lenders
that have made similar requests for compensation pursuant to Section 3.01 or
3.04. Upon the making of any such assignment, the Borrower shall (x) pay in full
all interest, fees and other amounts owing to such Lender through the date of
replacement (including any amounts payable pursuant to Section 3.05), and (y)
provide appropriate assurances and indemnities (which may include letters of
credit) to the L/C Issuer and the Swing Line Lender as each may reasonably
require with respect to any continuing obligation to fund participation
interests in any L/C Obligations or any Swing Line Loans then outstanding.

      10.17 GOVERNING LAW.

      (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF GEORGIA APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE ADMINISTRATIVE AGENT
AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

      (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY
OTHER CREDIT DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF GEORGIA
SITTING IN FULTON COUNTY OR OF THE UNITED STATES FOR THE NORTHERN DISTRICT OF
SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE
BORROWER, THE GUARANTORS, THE ADMINISTRATIVE AGENT AND EACH LENDER CONSENTS, FOR
ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF
THOSE COURTS. EACH OF THE BORROWER, THE GUARANTORS, THE ADMINISTRATIVE AGENT AND
EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE
LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY
NOW OR HEREAFTER

                                       71
<PAGE>

HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT
OF ANY CREDIT DOCUMENT OR OTHER DOCUMENT RELATED THERETO. EACH OF THE BORROWER,
THE GUARANTORS, THE ADMINISTRATIVE AGENT AND EACH LENDER WAIVES PERSONAL SERVICE
OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS
PERMITTED BY THE LAW OF SUCH STATE.

      10.18 WAIVER OF RIGHT TO TRIAL BY JURY.

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

      10.19 USA PATRIOT ACT NOTICE.

      Each Lender and the Administrative Agent (for itself and not on behalf of
any Lender) hereby notifies each Borrower 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 such Borrower, which information includes the name and address of
such Borrower and other information that will allow such Lender or the
Administrative Agent, as applicable, to identify such Borrower in accordance
with the Act.

      10.20 ATTORNEYS' FEES.

      As used in this Agreement and in the other Loan Documents, "reasonable"
attorneys' fees of the Administrative Agent's, any Lender's or any other
Person's counsel shall mean the actual fees of such Person's counsel billed at
standard hourly rates of such counsel, rather than a percentage of principal and
interest as provided in O.C.G.A. Section 13-1-11(a)(2).

                                   ARTICLE XI
                                    GUARANTY

      11.01 THE GUARANTY.

      Each of the Guarantors hereby jointly and severally guarantees to each
Lender, each Affiliate of a Lender that enters into a Swap Contract with respect
to the Loans, and the Agent as hereinafter provided, as primary obligor and not
as surety, the prompt payment of the Obligations in full when due after the
expiration of all applicable grace or cure periods (whether at stated maturity,
as a mandatory prepayment, by acceleration, as a mandatory cash
collateralization or otherwise) strictly in accordance with the terms thereof.
The Guarantors hereby further agree that if any of the Obligations are not paid
in full when due after the expiration of all applicable grace or cure periods
(whether at stated maturity, as a mandatory prepayment, by acceleration, as a
mandatory cash collateralization or otherwise), the Guarantors will, jointly and
severally, promptly pay the same, without any demand or notice whatsoever
(except for such notices as may be specifically required by the terms of the
Loan Documents), and that in the case of any extension of time of payment or
renewal of any of the Obligations, the same will be promptly paid in full when
due after the expiration of all applicable grace or cure periods (whether at
extended maturity, as a mandatory prepayment, by acceleration, as a mandatory
cash collateralization or otherwise) in accordance with the terms of such
extension or renewal.

                                       72
<PAGE>

      Notwithstanding any provision to the contrary contained herein or in any
other of the Loan Documents or Swap Contracts entered into in connection with
the Loans, the obligations of each Guarantor under this Agreement and the other
Loan Documents shall be limited to an aggregate amount equal to the largest
amount that would not render such obligations subject to avoidance under the
Debtor Relief Laws or any comparable provisions of any applicable state law.

      11.02 OBLIGATIONS UNCONDITIONAL.

      The obligations of the Guarantors under Section 11.01 are joint and
several, absolute and unconditional, irrespective of the value, genuineness,
validity, regularity or enforceability of any of the Loan Documents or Swap
Contracts entered into in connection with the Loans, or any other agreement or
instrument referred to therein, or any substitution, release, impairment or
exchange of any other guarantee of or security for any of the Obligations, and,
to the fullest extent permitted by applicable law, irrespective of any other
circumstance (other than payment) whatsoever which might otherwise constitute a
legal or equitable discharge or defense of a surety or guarantor, it being the
intent of this Section 11.02 that the obligations of the Guarantors hereunder
shall be absolute and unconditional under any and all circumstances. Each
Guarantor agrees that such Guarantor shall have no right of subrogation,
indemnity, reimbursement or contribution against the Borrower or any other
Guarantor for amounts paid under this Article XI until such time as the
Obligations have been Fully Satisfied. Without limiting the generality of the
foregoing, it is agreed that, to the fullest extent permitted by law, the
occurrence of any one or more of the following shall not alter or impair the
liability of any Guarantor hereunder which shall remain absolute and
unconditional as described above:

      (a) at any time or from time to time, without notice to any Guarantor, the
time for any performance of or compliance with any of the Obligations shall be
extended, or such performance or compliance shall be waived;

      (b) any of the acts mentioned in any of the provisions of any of the Loan
Documents, any Swap Contract entered into in connection with the Loans between
any Consolidated Party and any Lender, or any Affiliate of a Lender, or any
other agreement or instrument referred to in the Loan Documents or such Swap
Contracts shall be done or omitted;

      (c) the maturity of any of the Obligations shall be accelerated, or any of
the Obligations shall be modified, supplemented or amended in any respect, or
any right under any of the Loan Documents, any Swap Contract entered into in
connection with the Loans between any Consolidated Party and any Lender, or any
Affiliate of a Lender, or any other agreement or instrument referred to in the
Loan Documents or such Swap Contracts shall be waived or any other guarantee of
any of the Obligations or any security therefor shall be released, impaired or
exchanged in whole or in part or otherwise dealt with;

      (d) any Lien granted to, or in favor of, the Agent or any Lender or
Lenders as security for any of the Obligations shall fail to attach or be
perfected; or

      (e) any of the Obligations shall be determined to be void or voidable
(including, without limitation, for the benefit of any creditor of any
Guarantor) or shall be subordinated to the claims of any Person (including,
without limitation, any creditor of any Guarantor).

      With respect to its obligations hereunder, each Guarantor hereby expressly
waives diligence, presentment, demand of payment, protest and all notices
whatsoever except as required by the Loan Documents, and any requirement that
the Administrative Agent or any Lender exhaust any right, power or remedy or
proceed against any Person under any of the Loan Documents, any Swap Contract
entered into in connection with the Loans between any Consolidated Party and any
Lender, or any Affiliate of a Lender, or any other agreement or instrument
referred to in the Loan Documents or such Swap Contracts, or against any other
Person under any other guarantee of, or security for, any of the Obligations.

      11.03 REINSTATEMENT.

      The obligations of the Guarantors under this Article XI shall be
automatically reinstated if and to the extent that for any reason any payment by
or on behalf of any Person in respect of the Obligations is rescinded or must be
otherwise

                                       73
<PAGE>

restored by any holder of any of the Obligations, whether as a result of any
proceedings in bankruptcy or reorganization or otherwise, and each Guarantor
agrees that it will indemnify the Administrative Agent and each Lender within
fifteen (15) days of demand for all reasonable costs and expenses (including,
without limitation, fees and expenses of counsel) incurred by the Administrative
Agent or such Lender in connection with such rescission or restoration,
including any such costs and expenses incurred in defending against any claim
alleging that such payment constituted a preference, fraudulent transfer or
similar payment under any bankruptcy, insolvency or similar law.

      11.04 CERTAIN ADDITIONAL WAIVERS.

      Each Guarantor further agrees that such Guarantor shall have no right of
recourse to security for the Obligations, except through the exercise of rights
of subrogation pursuant to Section 11.02 and through the exercise of rights of
contribution pursuant to Section 11.06.

      11.05 REMEDIES.

      The Guarantors agree that, to the fullest extent permitted by law, as
between the Guarantors, on the one hand, and the Administrative Agent and the
Lenders, on the other hand, the Obligations may be declared to be forthwith due
and payable as provided in Section 8.02 (and shall be deemed to have become
automatically due and payable in the circumstances provided in said Section
8.02) for purposes of Section 11.01 notwithstanding any stay, injunction or
other prohibition preventing such declaration (or preventing the Obligations
from becoming automatically due and payable) as against any other Person and
that, in the event of such declaration (or the Obligations being deemed to have
become automatically due and payable), the Obligations (whether or not due and
payable by any other Person) shall forthwith become due and payable by the
Guarantors for purposes of Section 11.01. The Guarantors acknowledge and agree
that to the extent their obligations hereunder become secured, the Lenders may
exercise their remedies thereunder in accordance with the terms of the
applicable security documents.

      11.06 RIGHTS OF CONTRIBUTION.

      The Guarantors hereby agree as among themselves that, in connection with
payments made hereunder, each Guarantor shall have a right of contribution from
each other Guarantor in accordance with applicable Law. Such contribution rights
shall be subordinate and subject in right of payment to the Obligations until
such time as the Obligations have been Fully Satisfied, and none of the
Guarantors shall exercise any such contribution rights until the Obligations
have been Fully Satisfied.

      11.07 GUARANTEE OF PAYMENT; CONTINUING GUARANTEE.

      The guarantee in this Article XI is a guaranty of payment and not of
collection, is a continuing guarantee, and shall apply to all Obligations
whenever arising.

                                       74
<PAGE>

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

      BORROWER:          COUSINS PROPERTIES INCORPORATED, a Georgia
                         corporation

                         By: /s/ James A. Fleming
                            ------------------------------------
                         Name:  James A. Fleming
                         Title: Senior Vice President

      GUARANTORS:        CARRIAGE AVENUE, LLC
                         COUSINS/MYERS SECOND STREET PARTNERS,
                         L.L.C.,
                         each a Delaware limited liability company

                                By: Cousins Properties Incorporated as managing
                                member

                                By: /s/ James A. Fleming
                                   ------------------------------------
                                Name:  James A. Fleming
                                Title: Senior Vice President

                         COUSINS TEXAS LLC, a Georgia limited liability company

                                By: Cousins Properties Incorporated, as managing
                                member

                                By: /s/ James A. Fleming
                                   ------------------------------------
                                Name:  James A. Fleming
                                Title: Senior Vice President

                          [signature pages continued]

<PAGE>

                          COUSINS AIRCRAFT ASSOCIATES, LLC
                          COUSINS WATERVIEW LLC
                          COUSINS WATERVIEW GP LLC,
                          each a Georgia limited liability company

                                 By: Cousins Properties Incorporated, as sole
                                 member

                                 By: /s/ James A. Fleming
                                    ------------------------------------
                                 Name:  James A. Fleming
                                 Title: Senior Vice President

                          CEDAR GROVE LAKES, LLC
                          NEW LAND REALTY, LLC
                          PINE MOUNTAIN VENTURES, LLC,
                          each a Georgia limited liability company

                                 By: Cousins Real Estate Corporation, as sole
                                 member

                                 By: /s/ James A. Fleming
                                    ------------------------------------
                                 Name:  James A. Fleming
                                 Title: Senior Vice President

                          COUSINS AUSTIN GP, INC.
                          COUSINS AUSTIN, INC.
                          COUSINS PROPERTIES SERVICES, INC.
                          COUSINS REAL ESTATE CORPORATION
                          COUSINS TEXAS GP INC.
                          CREC ALABAMA INC.
                          CS TEXAS INC.,
                          each a Georgia corporation

                          By: /s/ James A. Fleming
                             ------------------------------------
                          Name:  James A. Fleming
                          Title: Senior Vice President

                          [signature pages continued]

<PAGE>

                          COUSINS/DANIEL, LLC, a Georgia limited liability
                          company

                                 By: Cousins, Inc., as manager

                                 By: /s/ James A. Fleming
                                    ------------------------------------
                                 Name:  James A. Fleming
                                 Title: Senior Vice President

                          COUSINS, INC., an Alabama corporation

                          By: /s/ James A. Fleming
                             -------------------------------------------
                          Name:  James A. Fleming
                          Title: Senior Vice President

                          COUSINS PROPERTIES SERVICES LP, a Texas limited
                          partnership

                                 By: Cousins Properties Services, Inc.,
                                 as general partner

                                 By: /s/ James A. Fleming
                                    ------------------------------------
                                 Name:  James A. Fleming
                                 Title: Senior Vice President

                          COUSINS PROPERTIES TEXAS LP, a Texas limited
                          partnership

                                 By: Cousins Texas GP Inc., as general partner

                                 By: /s/ James A. Fleming
                                    ------------------------------------
                                 Name:  James A. Fleming
                                 Title: Senior Vice President

                          [signature pages continued]

<PAGE>

                          COUSINS PROPERTIES WATERVIEW LP, a Texas
                          limited partnership

                             By: Cousins Waterview GP LLC, as general partner

                                 By: Cousins Properties Incorporated, as sole
                                 member

                                 By: /s/ James A. Fleming
                                    ------------------------------------
                                 Name:  James A. Fleming
                                 Title: Senior Vice President

                          COUSINS/MYERS II, LLC, a Delaware limited liability
                          company

                             By: Cousins Properties Incorporated, as managing
                             member

                             By: /s/ James A. Fleming
                                ------------------------------------
                             Name:  James A. Fleming
                             Title: Senior Vice President

                          CP VENTURE THREE LLC, a Delaware limited liability
                          company

                             By: CP Venture LLC, as managing member

                                 By: Cousins Properties Incorporated, as
                                 development manager

                                 By: /s/ James A. Fleming
                                    ------------------------------------
                                 Name:  James A. Fleming
                                 Title: Senior Vice President

                          [signature pages continued]

<PAGE>

LENDERS/AGENTS:

                          BANK OF AMERICA, N.A.,
                          individually in its capacity as a Lender, as
                          Administrative Agent as L/C Issuer and Swing Line
                          Lender

                          By: /s/ Kelley Prentiss
                             --------------------------------
                          Name:  KELLEY PRENTISS
                          Title: PRINCIPAL

                          [signature pages continued]

<PAGE>

                               COMMERZBANK AG, NEW YORK BRANCH
                               individually in its capacity as a Lender and as
                               Syndication Agent

                               By: /s/ Ralph Marra
                                  ---------------------------------
                               Name:  Ralph Marra
                               Title: Vice President

                               By: /s/ James Brett
                                  ----------------------------------
                               Name:  James Brett
                               TITLE: Assistant Treasurer

                          [signature pages continued]

<PAGE>

                               PNC BANK, NATIONAL ASSOCIATION
                               individually in its capacity as a Lender and as
                               Documentation Agent

                               By: /s/ Andrew T. White
                                  -----------------------------------
                               Name: Andrew T. White
                               Title: Assistant Vice President

                          [signature pages continued]

<PAGE>

                               WELLS FARGO BANK, NATIONAL ASSOCIATION
                               individually in its capacity as a Lender and as
                               Documentation Agent

                               By: /s/ C. Jackson Hoover
                                  -------------------------------------
                               Name:  C. Jackson Hoover
                               Title: Senior Vice President

                            [end of signature pages]

<PAGE>

                               BRANCH BANKING AND TRUST COMPANY
                               individually in the capacity as a Lender

                               By: /s/ Allen Phinney
                                  --------------------------------------
                               Name:  Allen Phinney
                               Title: Vice President

                          [signature pages continued]

<PAGE>

                               EUROHYPO AG, NEW YORK BRANCH
                               individually in its capacity as a Lender and as
                               Managing Agent

                               By: /s/ James E. Mirma
                                  --------------------------------------
                               Name:  James E. Mirma
                               Title: Executive Director

                               By: /s/ Jonathan Hirstrey
                                  ---------------------------------------
                               Name:  Jonathan Hirstrey
                               Title: Vice President

                           [signature pages continued]

<PAGE>

                               SOUTHTRUST BANK
                               individually in its capacity as a Lender

                               By: /s/ Renald Ferrovecchio
                                  ---------------------------------------
                               Name:  Renald Ferrovecchio
                               Title: Vice President

                          [signature pages continued]

<PAGE>

                               THE NORTHERN TRUST COMPANY
                               individually in its capacity as a Lender

                               By: /s/ Kurt H. Prusener
                                  -----------------------------------------
                               Name:  Kurt H. Prusener
                               Title: Vice President

                          [signature pages continued]

<PAGE>

                               COMPASS BANK
                               individually in its capacity as a Lender

                               By: /s/ Johanna Duke Paley
                                  -----------------------------------------
                               Name:  JOHANNA DUKE PALEY
                               Title: SENIOR VICE PRESIDENT

                          [signature pages continued]

<PAGE>

                               COMERICA BANK
                               individually in its capacity as a Lender

                               By: /s/ Casey L. Ostrander
                                  ---------------------------------------
                               Name:  Casey L. Ostrander
                               Title: Vice President

<PAGE>

                                SCHEDULE 1.1(a)

                           EXISTING LETTERS OF CREDIT

SEE ATTACHED.

<PAGE>

 List of outstanding Letters of Credit at 7/14/04

<TABLE>
<CAPTION>
   #           Beneficiary                                   Amount
-------        -----------                                   ------
<S>       <C>                                           <C>
 941003   City of Rolling Hills                          1,500,000.00
 941531   City of San Diego                              1,000,000.00
3042663   Paulding County                                   34,920.00
3042664   Paulding County                                  108,630.00
3042666   Paulding County                                  120,750.00
3042667   Paulding County                                   36,540.00
3042668   Paulding County                                  111,390.00
3058494   The Prudential Insurance Company               7,000,000.00
3061869   Target Corporation                             1,436,232.00
3063096   Town of Collierville                           4,541,811.00

                                                        15,890,273.00
</TABLE>

<PAGE>

                                 SCHEDULE 1.1(b)

                              INVESTMENT ENTITIES

C-H Associates, Ltd
One Ninety One Peachtree Associates
Deerfield Towne Center, LLC
Verde Group, L.L.C.
Gipson/Cousins Holdings, LLC
Stonebridge at Newnan Crossing, LLC
LM Land Holdings, LP
McKinney Village Park, L.P.
LM Farms, Inc
LM Development, LP
CP Venture Two LLC
P12025, LLC (Temco investment entity)
P12053, LLC (Temco investment entity)
TGR Land, L.P. (Temco investment entity)
Charlotte Gateway, LLC

<PAGE>

                                  SCHEDULE 2.01

                                   COMMITMENTS
                              AND PRO RATA SHARES

<TABLE>
<CAPTION>
             LENDER                       COMMITMENT           PRO RATA SHARE
             ------                       ----------           --------------
<S>                                    <C>                     <C>
Bank of America, N.A.                  $ 60,000,000.00          18.461544493%
Commerzbank AG, New York Branch        $ 50,000,000.00          15.384615384%
PNC Bank, National Association         $ 50,000,000.00          15.384615384%
Wells Fargo Bank                       $ 50,000,000.00          15.384615384%
Eurohypo AG, New York Branch           $ 35,000,000.00          10.769230769%
South Trust Bank                       $ 25,000,000.00           7.692307692%
Branch Banking and Trust Company       $ 15,000,000.00           4.615384150%
The Northern Trust Company             $ 15,000,000.00           4.615384150%
Compass Bank                           $ 15,000,000.00           4.615384150%
Comerica Bank                          $ 10,000,000.00           3.076923076%

Total                                  $325,000,000.00           100.0000000%
</TABLE>

<PAGE>

                                  SCHEDULE 5.05

                   SUPPLEMENT TO INTERIM FINANCIAL STATEMENTS

SEE ATTACHED.

<PAGE>

DEBT OBLIGATIONS (1) (IN $ MILLIONS):

<TABLE>
<CAPTION>
                                                                                                  PRINCIPAL
                                                                                                 OUTSTANDING
                  SECURITY                                           LENDER                       3/31/2004           RATE
                  --------                                           ------                       ---------           ----
<S>                                           <C>                                                <C>         <C>
CONSOLIDATED
   CSC ASSOC PARTN. INTEREST                  CSC ASSOC.                                            145,554              6.9575%
   UNSECURED                                  BANK OF AMERICA/WACHOVIA - $275MM LINE                 38,000  LIBOR + 1.05%-1.70%
   101 INDEPENDENCE CENTER                    METROPOLITAN LIFE                                      43,645                8.22%
   PERIMETER EXPO ASSOCIATES (CPI GUARANTEE)  PRUDENTIAL                                             19,388                8.04%
   101 SECOND STREET                          NLI PROPERTIES                                         86,953                8.33%
   NORTHSIDE/ALPHARETTA I                     MASS MUTUAL                                             9,658                7.70%
   NONE                                       MASSELL                                                   196                4.00%
                                              MASSELL NOTE - TO DISCOUNT TO 10.0%                       (29)
   MERIDIAN MARK PLAZA                        TEACHERS                                               24,558                8.27%
   THE AVENUE EAST COBB                       TEACHERS                                               37,793                8.39%
   LAKESHORE PARK PLAZA                       METROPOLITAN LIFE                                       9,802                6.78%
   CEDAR GROVE RESIDENTIAL LOTS               PURCHASE MONEY MORTGAGE                                   900                8.00%
   600 UNIVERSITY PARK                        TEACHERS                                               13,638                7.38%
   333 JOHN CARLYLE & 1900 DUKE STREET        TEACHERS                                               47,782                7.00%
   333 & 555 NORTH POINT CENTER               TEACHERS                                               31,283                7.00%
   100 NORTH POINT CENTER                     NORTHWESTERN                                           11,853                7.86%
   200 NORTH POINT CENTER                     NORTHWESTERN                                           10,511                7.86%
   CALLAWAY GARDENS                           IDA CASON- CALLAWAY FOUNDATION                          1,597
                                              IDA CASON- CALLAWAY FOUNDATION TO DISCOUNT TO 6%
                                                                                                  ---------
                                                 SUBTOTAL - CONSOLIDATED DEBT                       533,082
                                                                                                  ---------

WILDWOOD ASSOCIATES
   3200 WINDY HILL                            TEACHERS                                               61,178                8.23%
   2300 WINDY RIDGE                           METROPOLITAN LIFE                                      54,972                7.56%
   4200 WILDWOOD PARKWAY                      NORTHWESTERN                                           39,205                6.78%
   4100/4300 WILDWOOD PARKWAY                 NORTHWESTERN                                           25,723                7.65%
   2500 WINDY RIDGE                           PRUDENTIAL                                             19,566                7.45%
                                                                                                  ---------
                                                 SUBTOTAL - WILDWOOD ASSOC DEBT                     200,644
                                                                                                  ---------

TEN PEACHTREE PLACE
   TEN PEACHTREE PLACE                        STATE FARM INSURANCE CORPORATION                       30,000                5.39%
                                                                                                  ---------
                                                                                                     30,000
                                                                                                  ---------

COUSINS LORET VENTURE
   TWO LIVE OAK                               TEACHERS                                               28,050                7.90%
   THE PINNACLE                               TEACHERS                                               66,668                7.11%
                                                                                                  ---------
                                                 SUBTOTAL - COUSINS LORET VENTURE DEBT               94,718
                                                                                                  ---------
CCJM II
   JOHN MARSHALL II                           TRANSAMERICA                                           17,772                7.00%
                                                                                                  ---------

CP VENTURE TWO
   NORTH POINT MARKETCENTER                   PRUDENTIAL                                             25,553                8.50%

CPI CRAWFORD LONG LLC
   CRAWFORD LONG MEDICAL OFFICE BUILDING      TEACHERS                                               54,488                5.90%

TEMCO ASSOCIATES
   NEW GEORGIAN, LLC                          CITIZENS & MERCHANTS                                    4,511         PRIME + .25%
   BENTWATER LINKS, LLC                       REGIONS                                                 3,740               7.980%

PINE MOUNTAIN BUILDERS
   PMB - FORTRESS-VARIOUS HOMESITES           SUNTRUST                                                1,218               PRIME
                                                                                                  ---------
TOTAL                                                                                               965,726
                                                                                                  ---------
</TABLE>

<TABLE>
<CAPTION>
                                                                                                               COUSINS     COUSINS
                  SECURITY                                           LENDER                       MATURITY        %         SHARE
                  --------                                           ------                       --------     -------      -----
<S>                                           <C>                                                <C>          <C>          <C>
CONSOLIDATED
   CSC ASSOC PARTN. INTEREST                  CSC ASSOC.                                           3/1/2012         100%   145,554
   UNSECURED                                  BANK OF AMERICA/WACHOVIA - $275MM LINE              8/31/2004         100%    38,000
   101 INDEPENDENCE CENTER                    METROPOLITAN LIFE                                   12/1/2007         100%    43,645
   PERIMETER EXPO ASSOCIATES (CPI GUARANTEE)  PRUDENTIAL                                          8/15/2005         100%    19,388
   101 SECOND STREET                          NLI PROPERTIES                                      4/19/2010         100%    86,953
   NORTHSIDE/ALPHARETTA I                     MASS MUTUAL                                          1/1/2006         100%     9,658
   NONE                                       MASSELL                                             12/1/2009         100%       196
                                              MASSELL NOTE - TO DISCOUNT TO 10.0%                                   100%       (29)
   MERIDIAN MARK PLAZA                        TEACHERS                                            10/1/2010         100%    24,558
   THE AVENUE EAST COBB                       TEACHERS                                             8/1/2010         100%    37,793
   LAKESHORE PARK PLAZA                       METROPOLITAN LIFE                                   11/1/2008         100%     9,802
   CEDAR GROVE RESIDENTIAL LOTS               PURCHASE MONEY MORTGAGE                             5/31/2004         100%       900
   600 UNIVERSITY PARK                        TEACHERS                                            8/10/2011         100%    13,638
   333 JOHN CARLYLE & 1900 DUKE STREET        TEACHERS                                           11/30/2011         100%    47,782
   333 & 555 NORTH POINT CENTER               TEACHERS                                           11/30/2011         100%    31,283
   100 NORTH POINT CENTER                     NORTHWESTERN                                         8/1/2007         100%    11,853
   200 NORTH POINT CENTER                     NORTHWESTERN                                         8/1/2007         100%    10,511
   CALLAWAY GARDENS                           IDA CASON- CALLAWAY FOUNDATION                     11/18/2006         100%     1,597
                                              IDA CASON- CALLAWAY FOUNDATION TO DISCOUNT TO 6%                      100%         -
                                                                                                                           -------
                                                 SUBTOTAL - CONSOLIDATED DEBT                                              533,082
                                                                                                                           -------

WILDWOOD ASSOCIATES
   3200 WINDY HILL                            TEACHERS                                             1/1/2007          50%    30,589
   2300 WINDY RIDGE                           METROPOLITAN LIFE                                   12/1/2005          50%    27,486
   4200 WILDWOOD PARKWAY                      NORTHWESTERN                                        3/31/2014          50%    19,602
   4100/4300 WILDWOOD PARKWAY                 NORTHWESTERN                                         4/1/2012          50%    12,862
   2500 WINDY RIDGE                           PRUDENTIAL                                         12/15/2005          50%     9,783
                                                                                                                           -------
                                                 SUBTOTAL - WILDWOOD ASSOC DEBT                                            100,322
                                                                                                                           -------

TEN PEACHTREE PLACE
   TEN PEACHTREE PLACE                        STATE FARM INSURANCE CORPORATION                     2/1/2015          50%    15,000
                                                                                                                           -------
                                                                                                                            15,000
                                                                                                                           -------

COUSINS LORET VENTURE
   TWO LIVE OAK                               TEACHERS                                           12/31/2009          50%    14,025
   THE PINNACLE                               TEACHERS                                           12/31/2009          50%    33,334
                                                                                                                           -------
                                                 SUBTOTAL - COUSINS LORET VENTURE DEBT                                      47,359
                                                                                                                           -------
CCJM II
   JOHN MARSHALL II                           TRANSAMERICA                                         4/1/2013          50%     8,886


CP VENTURE TWO
   NORTH POINT MARKETCENTER                   PRUDENTIAL                                          7/15/2005       11.50%     2,939

CPI CRAWFORD LONG LLC
   CRAWFORD LONG MEDICAL OFFICE BUILDING      TEACHERS                                             6/1/2013          50%    27,244

TEMCO ASSOCIATES
   NEW GEORGIAN, LLC                          CITIZENS & MERCHANTS                                2/14/2005   50% OF 75%     1,692
   BENTWATER LINKS, LLC                       REGIONS                                             1/22/2009          50%     1,870

PINE MOUNTAIN BUILDERS
   PMB - FORTRESS-VARIOUS HOMESITES           SUNTRUST                                           12/17/2004          50%       609
                                                                                                                           -------
TOTAL                                                                                                                      739,003
                                                                                                                           -------
</TABLE>

<PAGE>

                                 SCHEDULE 5.06

                                   LITIGATION

NONE.

<PAGE>

                                 SCHEDULE 5.09

                             ENVIRONMENTAL MATTERS

NONE.

<PAGE>

                                  SCHEDULE 5.13

               CONSOLIDATED ENTITIE AND OTHER EQUITY INVESTMENTS
               IN UNCONSOLIDATED ENTITIES AND INVESTMENT ENTITIES

Part (a). Consolidated Entities.

          Carriage Avenue, LLC
          Cousins Real Estate Corporation
          Cousins Aircraft Associates, LLC
          Cousins/Myers Second Street Partners, L.L.C.
          Cousins/Myers II, LLC
          Cousins/Daniel, LLC
          Cousins, Inc.
          Cousins Austin GP, Inc.
          Cousins Austin, Inc.
          Cousins Texas GP Inc.
          Cousins Texas LLC
          Cousins Properties Texas LP
          Cousins Waterview GP LLC
          Cousins Properties Waterview LP
          Cousins Waterview LLC
          Cedar Grove Lakes, LLC
          Cousins Development, Inc.
          Cousins Real Estate Development Inc.
          Pine Mountain Ventures, LLC
          New Land Realty, LLC
          CREC Alabama Inc.
          Cousins MarketCenters, Inc.
          CS Texas Inc.
          Cousins Properties Services, Inc.
          Cousins Properties Services LP
          CP Venture Three LLC
          Presidential MarketCenter LLC (inactive)
          Perimeter Expo Associates, L.P. (inactive)

<PAGE>

Part (b). Unconsolidated Entities and Investment Entities.

Unconsolidated Entities:

          285 Venture, LLC
          Brad Cous Golf Venture, Ltd.
          CC-JM II Associates
          Charlotte Gateway Village, LLC
          Cousins LORET Venture, L.L.C.
          Crawford Long-CPI, LLC
          CSC Associates, L.P.
          Nonami Aircraft Facility Associates
          Ten Peachtree Place Associates
          Wildwood Associates
          CPI/FSP I, L.P.
          Temco Associates
          New Georgian, LLC
          Bentwater Links, LLC
          CP Venture LLC
          Pine Mountain Builders, LLC
          CL Realty, L.L.C.
          CL Texas IGP, L.L.C.
          CL Texas I, L.L.C.
          CL Texas, L.P.
          Summer Creek Development, Ltd.
          Summer Creek Holdings, Ltd.
          C-H Management Associates (inactive)
          C-H Leasing Associates (inactive)

Investment Entities:

          C-H Associates, Ltd
          One Ninety One Peachtree Associates
          Deerfield Towne Center, LLC
          Verde Group, L.L.C.
          Gipson/Cousins Holdings, LLC
          Stonebridge at Newnan Crossing, LLC
          LM Land Holdings, LP
          McKinney Village Park, L.P.
          LM Farms, Inc
          LM Development, LP
          CP Venture Two LLC
          P12025, LLC (Temco investment entity)
          P12053, LLC (Temco investment entity)
          TGR Land, L.P. (Temco investment entity)
          Charlotte Gateway, LLC

<PAGE>

                                 SCHEDULE 5.17

                         INTELLECTUAL PROPERTY MATTERS

NONE.

<PAGE>

                                 SCHEDULE 10.02

                         ADMINISTRATIVE AGENT'S OFFICE,
                         CERTAIN ADDRESSES FOR NOTICES

Cousins Properties Incorporated
2500 Windy Ridge Parkway
Suite 1600
Atlanta GA 30339-5683
Attention: Chief Financial Officer
Telephone:
Facsimile:
Electronic Mail:________@________
Website Address: www.cousinsproperties.com

with copies to:

Cousins Properties Incorporated
2500 Windy Ridge Parkway
Suite 1600
Atlanta GA 30339-5683
Attention: Corporate Secretary
Telephone:
Facsimile:
Electronic Mail:________@________
Website Address: www.___________________

and:

McKenna Long & Aldridge LLP
Suite 5300
303 Peachtree Street
Atlanta, GA 30308
Attention: William F. Timmons, Esq.
Direct Telephone: 404-527-8380
Fax: 404-527-4198
email: btimmons@mckennalong.com

[notices to Guarantors shall go to each of the above addresses and, in the case
of the first two addresses, to the name of such Guarantor c/o Cousins Properties
Incorporated]

<PAGE>

ADMINISTRATIVE AGENT:

Administrative Agent's Office
(for payments and Requests for Credit Extensions):
Bank of America, N.A.
Street Address
Mail Code:
City, State ZIP Code
Attention:
Telephone:
Facsimile:
Electronic Mail: ________________@bankofamerica.com
Account No.:
Ref: ___________________
ABA# 111000012

Other Notices as Administrative Agent:
BANK OF AMERICA, N.A., AS AGENT
Kimberly D. Williams
Agency Management - East
101 North Tryon Street, 15th Floor
NC1-001-15-02
Charlotte, NC 28255
Voice: 704.387.5451
Fax:   704.409.0650
e-mail: kim.williams@bankofamerica.com

L/C ISSUER:

Bank of America, N.A.
Trade Operations-Los Angeles #22621
333 S. Beaudry Avenue, 19th Floor
Mail Code: CA9-703-19-23
Los Angeles, CA 90017-1466
Attention:       Sandra Leon
                 Vice President
Telephone: 213.345.5231
Facsimile: 213.345.6694
Electronic Mail: Sandra.Leon@bankofamerica.com

SWING LINE LENDER:

Bank of America, N.A.
Street Address
Mail Code:
City, State ZIP Code
Attention:
Telephone:
Facsimile:
Electronic Mail: ________________@bankofamerica.com
Account No.:
Ref: ____________________
ABA# 111000012

<PAGE>

                                    EXHIBIT A

                         FORM OF COMMITTED LOAN NOTICE

Date: _____________,_______

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

Ladies and Gentlemen:

      Reference is made to that certain Credit Agreement, dated as of July 14,
2004 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the "Agreement;" the terms defined therein being used
herein as therein defined), among Cousins Properties Incorporated, a Georgia
corporation (the "Borrower"), the Lenders from time to time party thereto, the
Guarantors from time to time party thereto and Bank of America, N.A., as
Administrative Agent, L/C Issuer and Swing Line Lender.

      The undersigned hereby requests (select one):

      [ ] A Borrowing of Committed Loans        [ ] A conversion or continuation
                                                    of Loans
1.    On________________________________________________(a Business Day).

2.    In the amount of $________________________________.

3.    Comprised of______________________________________.
                          [Type of Committed Loan requested]

4.    For Eurodollar Rate Loans: with an Interest Period of________months.

      [The Committed Borrowing requested herein complies with the proviso to the
first sentence of Section 2.01 of the Agreement. The supplemental information
(if any) attached hereto is hereby added to Schedule(s) 5.06, 5.09 and 5.17 (as
applicable) of the Agreement.]

                                   [BORROWER]

                                   By: _________________________________________

                                   Name: _______________________________________

                                   Title: ______________________________________

                          Form of Committed Loan Notice

<PAGE>

                                    EXHIBIT B

                         FORM OF SWING LINE LOAN NOTICE

Date: _____________,_______

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

Ladies and Gentlemen:

      Reference is made to that certain Credit Agreement, dated as of July 14,
2004 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the "Agreement;" the terms defined therein being used
herein as therein defined), among Cousins Properties Incorporated, a Georgia
corporation (the "Borrower"), the Lenders from time to time party thereto, the
Guarantors from time to time party thereto and Bank of America, N.A., as
Administrative Agent, L/C Issuer and Swing Line Lender.

      The undersigned hereby requests a Swing Line Loan:

1.    On ________________________________________ (a Business Day).

2.    In the amount of $_________________________.

      The Swing Line Borrowing requested herein complies with the requirements
of the provisos to the first sentence of Section 2.04(a) of the Agreement. The
supplemental information (if any) attached hereto is hereby added to Schedule(s)
5.06, 5.09 and 5.17 (as applicable) of the Agreement.

                                   [BORROWER]

                                   By: _________________________________________

                                   Name: _______________________________________

                                   Title: ______________________________________

                         Form of Swing Line Loan Notice

<PAGE>

                                    EXHIBIT C

                                  FORM OF NOTE

      FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby promises to
pay to the order of _______________________ or registered assigns (the
"Lender"), in accordance with the provisions of the Agreement (as hereinafter
defined), the principal amount of each Loan from time to time made by the Lender
to the Borrower under that certain Credit Agreement, dated as of July 14, 2004
(as amended, restated, extended, supplemented or otherwise modified in writing
from time to time, the "Agreement;" the terms defined therein being used herein
as therein defined), among the Borrower, the Lenders from time to time party
thereto, the Guarantors from time to time party thereto, and Bank of America,
N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.

      The Borrower promises to pay interest on the unpaid principal amount of
each Loan from the date of such Loan until such principal amount is paid in
full, at such interest rates and at such times as provided in the Agreement.
Except as otherwise provided in Section 2.04(f) of the Agreement with respect to
Swing Line Loans, all payments of principal and interest shall be made to the
Administrative Agent for the account of the Lender in Dollars in immediately
available funds at the Administrative Agent's Office. If any amount is not paid
in full when due hereunder, such unpaid amount shall bear interest, to be paid
as provided in the Agreement, from the due date thereof until the date of actual
payment (and before as well as after judgment) computed at the per annum rate
set forth in the Agreement.

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

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

                                  Form of Note

<PAGE>

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

                                   [BORROWER]

                                   By: _________________________________________

                                   Name: _______________________________________

                                   Title: ______________________________________

                                  Form of Note

<PAGE>

                     LOANS AND PAYMENTS WITH RESPECT THERETO

<TABLE>
<CAPTION>
                                                                 AMOUNT OF         OUTSTANDING
                                                END OF          PRINCIPAL OR        PRINCIPAL
           TYPE OF LOAN       AMOUNT OF        INTEREST        INTEREST PAID       BALANCE THIS      NOTATION
  DATE         MADE           LOAN MADE         PERIOD           THIS DATE             DATE           MADE BY
---------  ------------       ---------       ---------        -------------       ------------      ---------
<S>        <C>                <C>             <C>              <C>                 <C>               <C>
_________   _________         _________       _________          _________          _________        _________
_________   _________         _________       _________          _________          _________        _________
_________   _________         _________       _________          _________          _________        _________
_________   _________         _________       _________          _________          _________        _________
_________   _________         _________       _________          _________          _________        _________
_________   _________         _________       _________          _________          _________        _________
_________   _________         _________       _________          _________          _________        _________
_________   _________         _________       _________          _________          _________        _________
_________   _________         _________       _________          _________          _________        _________
_________   _________         _________       _________          _________          _________        _________
_________   _________         _________       _________          _________          _________        _________
_________   _________         _________       _________          _________          _________        _________
_________   _________         _________       _________          _________          _________        _________
_________   _________         _________       _________          _________          _________        _________
_________   _________         _________       _________          _________          _________        _________
_________   _________         _________       _________          _________          _________        _________
_________   _________         _________       _________          _________          _________        _________
_________   _________         _________       _________          _________          _________        _________
</TABLE>

                                  Form of Note

<PAGE>

                                    EXHIBIT D
                         FORM OF COMPLIANCE CERTIFICATE

      Financial Statement Date: ________,

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

Ladies and Gentlemen:

      Reference is made to that certain Credit Agreement, dated as of July 14,
2004 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the "Agreement;" the terms defined therein being used
herein as therein defined), among Cousins Properties Incorporated, a Georgia
corporation (the "Borrower"), the Lenders from time to time party thereto, the
Guarantors from time to time party thereto and Bank of America, N.A., as
Administrative Agent, L/C Issuer and Swing Line Lender.

      The undersigned Responsible Officer hereby certifies as of the date hereof
that he/she is the______________________________________of the Borrower, and
that, as such, he/she is authorized to execute and deliver this Certificate to
the Administrative Agent on the behalf of the Borrower, and that:

[Use following paragraph 1 for calendar YEAR-END financial statements]

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

[Use following paragraph 1 for calendar QUARTER-END financial statements]

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

      2.    The undersigned has reviewed and is familiar with the terms of the
Agreement and has made, or has caused to be made under his/her supervision, a
detailed review of the transactions and condition (financial or otherwise) of
the Borrower during the accounting period covered by the attached financial
statements.

      3.    The undersigned has reviewed and is familiar with the terms of the
Agreement and has made, or has caused to be made under his/her supervision, a
detailed review of the activities of the Borrower during such calendar period
and such review has been undertaken with a view to determining whether during
such calendar period the Borrower performed and observed all its Obligations
under the Loan Documents, and

[SELECT ONE:]

      [TO THE BEST KNOWLEDGE OF THE UNDERSIGNED DURING SUCH CALENDAR PERIOD, THE
BORROWER PERFORMED AND OBSERVED EACH COVENANT AND CONDITION OF THE LOAN
DOCUMENTS APPLICABLE TO IT.]

--OR--

      [THE FOLLOWING COVENANTS OR CONDITIONS HAVE NOT BEEN PERFORMED OR OBSERVED
AND THE FOLLOWING IS A LIST OF EACH SUCH DEFAULT AND ITS NATURE AND STATUS:]

      4.    The representations and warranties of the Loan Parties contained in
Article V or any other Loan Document, or which are contained in any document
furnished at any time under this Agreement, are true and correct in all material
respects on and as of the date hereof, except to the extent of changes resulting
from matters permitted under the Loan Documents or other changes in the ordinary
course of business not having a Material Adverse Effect, and except to the
extent that such representations and warranties specifically refer to an earlier
date, in which case

                         Form of Compliance Certificate

<PAGE>

they shall be true and correct as of such earlier date, and except that for
purposes of this Compliance Certificate, (a) the representations and warranties
contained in subsections (a) and (b) of Section 5.05 of the Agreement shall be
deemed to refer to the most recent statements furnished pursuant to clauses (a)
and (b), respectively, of Section 6.01 of the Agreement, including the
statements in connection with which this Compliance Certificate is delivered;
(b) Schedule(s) 5.06, 5.09. 5.13 and 5.17 (as applicable) of the Agreement are
deemed to include any supplemental information thereto provided in any
Compliance Certificate or Request for Credit Extensions delivered prior to the
date hereof and the supplemental information (if any) attached hereto.

      5.    The financial covenant analyses and information set forth on
Schedule 2 and Schedule 3 attached hereto are true and accurate on and as of the
date of this Certificate.

      IN WITNESS WHEREOF, the undersigned has executed this Certificate as
of__________________,_____________.

                                   [BORROWER]

                                    By: ________________________________________

                                    Name: ______________________________________

                                    Title: _____________________________________

                         Form of Compliance Certificate

<PAGE>

     For the Quarter/Year ended_________________________("Statement Date")

                                   SCHEDULE 2

                         Form of Compliance Certificate

<PAGE>

                                    EXHIBIT E

                           ASSIGNMENT AND ASSUMPTION

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

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

1.    Assignor:                  _____________________________________

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

3.    Borrower(s):               Cousins Properties Incorporated

4.    Administrative Agent:      Bank of America, N.A., as the administrative
                                 agent under the Credit Agreement

5.    Credit Agreement:          The Credit Agreement, dated as of July 14,
                                 2004, among Cousins Properties Incorporated,
                                 the Lenders parties thereto, the Guarantors
                                 parties thereto and Bank of America, N.A., as
                                 Administrative Agent

6.    Assigned Interest:

<TABLE>
<CAPTION>
                           Aggregate
                            Amount of           Amount of         Percentage
                        Commitment/Loans     Commitment/Loans     Assigned of
Facility Assigned       for all Lenders*        Assigned*      Commitment/Loans(1)    CUSIP Number
-----------------       ----------------     ----------------  -------------------    ------------
<S>                     <C>                  <C>               <C>                    <C>
  ____________(2)        $____________        $____________      ____________%
</TABLE>

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

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

<PAGE>

<TABLE>
<S>                     <C>                  <C>                <C>
____________            $____________        $____________      ____________%
____________            $____________        $____________      ____________%
</TABLE>

[7.        Trade Date:      ________________](3)

Effective Date:_______________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND
WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]

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

                                         ASSIGNOR
                                         [NAME OF ASSIGNOR]

                                         By:____________________________________
                                            Title:

                                         ASSIGNEE
                                         [NAME OF ASSIGNEE]

                                         By:____________________________________
                                            Title:

[Consented to and] Accepted:

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

By:__________________________
   Title:

[Consented to:](4)

By:__________________________
   Title:

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

      (4) To be added only if the consent of the Borrower and/or other parties
(e.g. Swing Line Lender, L/C Issuer) is required by the terms of the Credit
Agreement.

<PAGE>

                      ANNEX 1 TO ASSIGNMENT AND ASSUMPTION

                       STANDARD TERMS AND CONDITIONS FOR

                           ASSIGNMENT AND ASSUMPTION

      1.    Representations and Warranties.

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

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

      2.    Payments. From and after the Effective Date, the Administrative
Agent shall make all payments in respect of the Assigned interest (including
payments of principal, interest, fees and other amounts) to the Assignee whether
such amounts have accrued prior to or on or after the Effective Date. The
Assignor and the Assignee shall make all appropriate adjustments in payments by
the Administrative Agent for periods prior to the Effective Date or with respect
to the making of this assignment directly between themselves.

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

<PAGE>

                                    EXHIBIT F

                           FORM OF JOINDER AGREEMENT

      THIS JOINDER AGREEMENT (the "Agreement"), dated as of____________________,
20__, is by and between__________________________, a______________________(the
"Consolidated Entity"), and BANK OF AMERICA, N.A., in its capacity as
Administrative Agent under that certain Credit Agreement (as it may be amended,
modified, restated or supplemented from time to time, the "Credit Agreement"),
dated as of July 14, 2004, by and among Cousins Properties Incorporated, a
Georgia corporation (the "Borrower"), the Guarantors, the Lenders and Bank of
America, N.A., as Administrative Agent. All of the defined terms in the Credit
Agreement are incorporated herein by reference.

      The Loan Parties are required by Section 6.12 of the Credit Agreement to
cause the Consolidated Entity to become a "Guarantor".

      Accordingly, the Consolidated Entity hereby acknowledges, agrees and
confirms with the Agent, for the benefit of the Lenders, that the Consolidated
Entity, by its execution of this Agreement, will be deemed to be a party to the
Credit Agreement and a "Guarantor" for all purposes of the Credit Agreement, and
shall have all of the obligations of a Guarantor thereunder as if it had
executed the Credit Agreement. The Consolidated Entity hereby ratifies, as of
the date hereof, and agrees to be bound by, all of the terms, provisions and
conditions applicable to the Guarantors contained in the Credit Agreement.
Without limiting the generality of the foregoing terms of this paragraph 1, the
Consolidated Entity hereby jointly and severally together with the other
Guarantors, guarantees to each Lender and the Agent, as provided in Article XI
of the Credit Agreement, the prompt payment and performance of the Obligations
in full when due (whether at stated maturity, as a mandatory prepayment, by
acceleration or otherwise) strictly in accordance with the terms thereof.

      2.    The address of the Consolidated Entity for purposes of all notices
and other communications is __________________________, _______________________,
Attention of___________________ (Facsimile No._______________).

      3.    The Consolidated Entity hereby waives acceptance by the Agent and
the Lenders of the guaranty by the Consolidated Entity under Section 4 of the
Credit Agreement upon the execution of this Agreement by the Consolidated
Entity.

      4.    This Agreement may be executed in two or more counterparts, each of
which shall constitute an original but all of which when taken together shall
constitute one contract.

      5.    This Agreement shall be governed by and construed and interpreted in
accordance with the laws of the State of Georgia.

<PAGE>

      IN WITNESS WHEREOF, the Consolidated Entity has caused this Joinder
Agreement to be duly executed by its authorized officers, and the Agent, for the
benefit of the Lenders, has caused the same to be accepted by its authorized
officer, as of the day and year first above written.

                                            [CONSOLIDATED ENTITY]

                                            By:

                                            Name:

                                            Title:

                                            Acknowledged and accepted:

                                            BANK OF AMERICA, N.A.,

                                            as Administrative Agent

                                            By:

                                            Name:

                                            Title: