<PAGE>


                                                                   EXHIBIT 10.17

                                CREDIT AGREEMENT

            THIS CREDIT AGREEMENT (as amended, modified, amended and restated or
supplemented from time to time, this "AGREEMENT") dated as of July 22, 2004
among BOCA RESORTS HOTEL CORPORATION (formerly known as Florida Panthers Hotel
Corporation), a Delaware corporation (the "BORROWER"), BOCA RESORTS, INC., a
Delaware corporation (the "PARENT GUARANTOR"), the SUBSIDIARY GUARANTORS (as
defined herein), the Lenders (as defined herein), DEUTSCHE BANK SECURITIES INC.,
as sole book-running manager and sole lead arranger (the "LEAD ARRANGER"), and
DEUTSCHE BANK TRUST COMPANY AMERICAS ("DBTCA"), as the initial issuer of Letters
of Credit (as defined herein) (in such capacity, the "INITIAL ISSUING BANK") and
as administrative agent (together with any successors appointed pursuant to
Article VII, the "ADMINISTRATIVE AGENT") for the Lender Parties (as defined
herein).

                                   ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

      SECTION 1.01 Certain Defined Terms. As used in this Agreement, the
following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):

                  "ACCOUNT COLLATERAL" has the meaning specified in the Pledge
      Agreement.

                  "ADMINISTRATIVE AGENT" has the meaning specified in the
      preamble to this Agreement.

                  "ADMINISTRATIVE AGENT'S ACCOUNT" means the account of the
      Administrative Agent maintained at Deutsche Bank Trust Company Americas,
      ABA No. 021 001 033, for further credit to the Commercial Loan Division,
      90 Hudson Street, Jersey City, NJ, Account No. 99401268, or such other
      account maintained by the Administrative Agent and designated by the
      Administrative Agent in a written notice to the Lender Parties and the
      Borrower.

                  "ADVANCE" means a Term Advance, a Revolving Credit Advance or
      a Letter of Credit Advance.

                  "AFFILIATE" means, as to any Person, any other Person that,
      directly or indirectly, controls, is controlled by or is under common
      control with such Person or is a director or officer of such Person. For
      purposes of this definition, the term "control" (including the terms
      "controlling", "controlled by" and "under common control with") of a
      Person means the possession, direct or indirect, of the power to vote 10%
      or more of the Voting Interests of such Person or to direct or cause the
      direction of the management and policies of such Person, whether through
      the ownership of Voting Interests, by contract or otherwise.

                  "AGREEMENT" has the meaning specified in the preamble to this
      Agreement.

                  "AGREEMENT VALUE" means, for each Hedge Agreement, on any date
      of determination, an amount equal to: (a) in the case of a Hedge Agreement
      documented pursuant to the Master Agreement (Multicurrency-Cross Border)
      published by the International Swap and Derivatives Association, Inc. (the
      "MASTER AGREEMENT"), the amount, if any, that would be

<PAGE>

      payable by any Loan Party or any of its Subsidiaries to its counterparty
      to such Hedge Agreement, as if (i) such Hedge Agreement was being
      terminated early on such date of determination, (ii) such Loan Party or
      Subsidiary was the sole "Affected Party", and (iii) the respective
      counterparty to such Hedge Agreement was the sole party determining such
      payment amount (with the respective counterparty to such Hedge Agreement
      making such determination pursuant to the provisions of the form of Master
      Agreement); (b) in the case of a Hedge Agreement traded on an exchange,
      the mark-to-market value of such Hedge Agreement, which will be the
      unrealized loss on such Hedge Agreement to the Loan Party or Subsidiary of
      a Loan Party party to such Hedge Agreement determined by the respective
      counterparty to such Hedge Agreement based on the settlement price of such
      Hedge Agreement on such date of determination; or (c) in all other cases,
      the mark-to-market value of such Hedge Agreement, which will be the
      unrealized loss on such Hedge Agreement to the Loan Party or Subsidiary of
      a Loan Party party to such Hedge Agreement determined by the respective
      counterparty to such Hedge Agreement as the amount, if any, by which (i)
      the present value of the future cash flows to be paid by such Loan Party
      or Subsidiary exceeds (ii) the present value of the future cash flows to
      be received by such Loan Party or Subsidiary pursuant to such Hedge
      Agreement. Capitalized terms used and not otherwise defined in this
      definition shall have the respective meanings set forth in the
      above-described Master Agreement.

                  "APPLICABLE LENDING OFFICE" means, with respect to each Lender
      Party, such Lender Party's Domestic Lending Office in the case of a Base
      Rate Advance and such Lender Party's Eurodollar Lending Office in the case
      of a Eurodollar Rate Advance.

                  "APPLICABLE MARGIN" means (a) in respect of the Revolving
      Credit Facility and the Letter of Credit Facility, a percentage per annum
      determined by reference to the Group Leverage Ratio as set forth below:

<TABLE>
<CAPTION>
                                                          EURODOLLAR RATE ADVANCES
GROUP LEVERAGE RATIO                BASE RATE ADVANCES       LETTERS OF CREDIT
----------------------------------------------------------------------------------
<S>                                 <C>                   <C>
Level I
less than 50%                             0.75%                   1.75%

Level II
greater than or equal to 50% but
less than 55%                             1.00%                   2.00%

Level III
greater than or equal to 55% but
less than 60%                             1.25%                   2.25%

Level IV
greater than or equal to 60%              1.50%                   2.50%
</TABLE>

      and (b) in respect of the Term Facility, a percentage per annum determined
      by reference to the Group Leverage Ratio as set forth below:

<TABLE>
<CAPTION>
GROUP LEVERAGE RATIO                BASE RATE ADVANCES    EURODOLLAR RATE ADVANCES
----------------------------------------------------------------------------------
<S>                                 <C>                   <C>
Level I
less than 55%                              1.25%                  2.25%

Level II
greater than or equal to 55%               1.50%                  2.50%
</TABLE>

                                       2

<PAGE>

      The Applicable Margin for each Base Rate Advance shall be determined by
      reference to the Group Leverage Ratio in effect from time to time and the
      Applicable Margin for each Eurodollar Rate Advance shall be determined by
      reference to the Group Leverage Ratio in effect on the first day of each
      Interest Period for such Advance; provided, however, that (A) no change in
      the Applicable Margin shall be effective until three Business Days after
      the date on which the Administrative Agent receives the financial
      statements required to be delivered pursuant to Section 5.04(b) or (c), as
      the case may be, and a certificate of the Chief Financial Officer or Chief
      Accounting Officer of the Borrower demonstrating such Group Leverage Ratio
      and (B) the Applicable Margin in respect of the Revolving Credit Facility
      and the Letter of Credit Facility shall be at Level IV and the Applicable
      Margin in respect of the Term Facility shall be at Level II, in each case
      for so long as the Borrower has not submitted to the Administrative Agent
      the information described in clause (A) of this proviso as and when
      required under Section 5.04(b) or (c), as the case may be.

                  "APPROPRIATE LENDER" means, at any time, with respect to (a)
      either of the Term Facility or the Revolving Credit Facility, a Lender
      that has a Commitment with respect to such Facility at such time, and (b)
      the Letter of Credit Facility, (i) the Issuing Bank and (ii) if the other
      Revolving Credit Lenders have participated in Letter of Credit Advances
      pursuant to Section 2.03(c) that are outstanding at such time, each such
      other Revolving Credit Lender.

                  "APPROVED FUND" means, with respect to any Lender Party that
      is a fund that invests in bank loans, any other fund that invests in bank
      loans and is advised or managed by the same investment advisor as such
      Lender Party or by an Affiliate of such investment advisor.

                  "ASSIGNMENT AND ACCEPTANCE" means an assignment and acceptance
      entered into by a Lender Party and an Eligible Assignee and accepted by
      the Administrative Agent, in accordance with Section 9.07 and in
      substantially the form of EXHIBIT C hereto or any other form approved by
      the Administrative Agent.

                  "AVAILABLE AMOUNT" of any Letter of Credit means, at any time,
      the maximum amount available to be drawn under such Letter of Credit at
      such time (assuming compliance at such time with all conditions to
      drawing).

                  "BAHIA MAR" means the 296-room resort, hotel and related
      improvements, facilities and assets, situated on that certain real
      property located in Broward County, Florida, and commonly known as the
      Bahia Mar Hotel.

                  "BANKRUPTCY LAW" means any applicable law governing a
      proceeding of the type referred to in Section 6.01(f) or Title 11, U.S.
      Code, or any similar foreign, federal or state law for the relief of
      debtors.

                  "BASE RATE" means a fluctuating interest rate per annum in
      effect from time to time, which rate per annum shall at all times be equal
      to the higher of:

            (a)   the rate of interest announced publicly by DBTCA in New York,
      New York, from time to time, as its prime lending rate (the "PRIME LENDING
      RATE") (the Prime Lending Rate is a reference rate and does not
      necessarily represent the lowest or best rate actually charged to any
      customer; DBTCA may make commercial loans or other loans at rates of
      interest at, above or below the Prime Lending Rate); and

            (b)   1/2 of 1% per annum above the Federal Funds Rate.

                                       3

<PAGE>

                  "BASE RATE ADVANCE" means an Advance that bears interest as
      provided in Section 2.07(a)(i).

                  "BOCA RATON RESORT & CLUB" means the 1,041-room resort, hotel
      and related improvements, facilities and assets (including the Boca Raton
      Beach Club), situated on that certain real property located in Boca Raton,
      Florida, and commonly known as the Boca Raton Resort & Club.

                  "BOOK NET WORTH" shall be calculated in accordance with GAAP,
      but shall exclude any net income earned with respect to the Permitted Boca
      Land Sale.

                  "BORROWER" has the meaning specified in the preamble to this
      Agreement.

                  "BORROWER'S ACCOUNT" means the account of the Borrower
      specified by the Borrower in writing to the Administrative Agent from time
      to time.

                  "BORROWER LEVERAGE RATIO" means, with respect to the Borrower,
      as of any date of determination, the ratio, expressed as a percentage, of
      (a) the sum of the amount of (i) all Obligations hereunder then
      outstanding and (ii) all Permitted Boca Mortgage Debt then outstanding to
      (b) Borrower Total Asset Value for the Rolling Period ending on or
      immediately prior to such date less the amount of the NCS Liabilities then
      outstanding.

                  "BORROWER PROPERTIES" means, collectively, as of any date of
      determination, each of the following properties to the extent then owned
      by the Borrower or any of the Restricted Subsidiaries: Boca Raton Resort &
      Club, the Registry, Edgewater, Pier 66 and Bahia Mar.

                  "BORROWER TOTAL ASSET VALUE" means, as of any date of
      determination, the aggregate Reserve Adjusted EBITDA of the Borrower and
      the Restricted Subsidiaries attributable to the Borrower Properties for
      the Rolling Period most recently ended divided by 9.0%.

                  "BORROWING" means a Term Borrowing or a Revolving Credit
      Borrowing.

                  "BRHCLP" means Panthers BRHC Limited, a Florida limited
      partnership.

                  "BRMC" means BRMC, L.P., a Delaware limited partnership.

                  "BUSINESS DAY" means a day of the year on which banks are not
      required or authorized by law to close in New York City and, if the
      applicable Business Day relates to any Eurodollar Rate Advances, on which
      dealings are carried on in the London interbank market.

                  "CAPITAL EXPENDITURES" means, for any Person for any period,
      the sum of, without duplication, (a) all expenditures made, directly or
      indirectly, by such Person or any of its Subsidiaries during such period
      for equipment, fixed assets, real property or improvements, or for
      replacements or substitutions therefor or additions thereto, that have
      been or should be, in accordance with GAAP, reflected as additions to
      property, plant or equipment on a Consolidated balance sheet of such
      Person plus (b) the aggregate principal amount of all Debt (including
      Obligations under Capitalized Leases) assumed or incurred in connection
      with any such expenditures. For purposes of this definition, the purchase
      price of equipment that is purchased simultaneously with the trade-in of
      existing equipment or with insurance proceeds shall be included in Capital
      Expenditures only to the extent of the gross amount of such purchase price

                                       4

<PAGE>

      less the credit granted by the seller of such equipment for the equipment
      being traded in at such time or the amount of such proceeds, as the case
      may be.

                  "CAPITALIZED LEASES" means all leases that have been or should
      be, in accordance with GAAP, recorded as capitalized leases.

                  "CASH EQUIVALENTS" means any of the following, to the extent
      owned by the Borrower or any of its Subsidiaries free and clear of all
      Liens other than Liens created under the Collateral Documents and having a
      maturity of not greater than 180 days from the date of acquisition
      thereof: (a) readily marketable direct obligations of the Government of
      the United States or any agency or instrumentality thereof or obligations
      unconditionally guaranteed by the full faith and credit of the Government
      of the United States, (b) insured certificates of deposit of or time
      deposits with any commercial bank that is a Lender Party or a member of
      the Federal Reserve System, issues (or the parent of which issues)
      commercial paper rated as described in clause (c) below, is organized
      under the laws of the United States or any State thereof and has combined
      capital and surplus of at least $1 billion, (c) commercial paper in an
      aggregate amount of not more than $250,000 per issuer outstanding at any
      time, issued by any corporation organized under the laws of any State of
      the United States and rated at least "Prime-1" (or the then equivalent
      grade) by Moody's or "A-1" (or the then equivalent grade) by S&P or (d)
      repurchase obligations with a term of not more than seven days for
      underlying securities of the types described in clauses (b) and (c) above
      entered into with any financial institution meeting the qualifications
      specified in clause (b) above; or (e) money market or mutual funds that
      invest solely in Cash Equivalents of the types described in clauses (a),
      (b) and (c) above.

                  "CERCLA" means the Comprehensive Environmental Response,
      Compensation and Liability Act of 1980, as amended from time to time.

                  "CERCLIS" means the Comprehensive Environmental Response,
      Compensation and Liability Information System maintained by the U.S.
      Environmental Protection Agency.

                  "CFC" means an entity that is a controlled foreign corporation
      under Section 957 of the Internal Revenue Code.

                  "CHANGE OF CONTROL" means the occurrence of any of the
      following: (a) the direct or indirect sale, transfer, conveyance or other
      disposition (other than by way of merger or consolidation), in one or a
      series of related transactions, of all or substantially all of the
      properties or assets of the Parent Guarantor and its Subsidiaries, taken
      as a whole, to any "person" (as that term is used in Section 13(d)(3) of
      the Exchange Act) other than to H. Wayne Huizenga (the "PRINCIPAL") or to
      an 80% (or more) owned Subsidiary, or any immediate family member of the
      Principal (the "RELATED PARTIES"); (b) the adoption of a plan relating to
      the liquidation or dissolution of the Parent Guarantor; (c) the
      consummation of any transaction (including, without limitation, any merger
      or consolidation) the result of which is that any "person" (as defined
      above) other than the Principal and his Related Parties becomes the
      beneficial owner, directly or indirectly, of Voting Interests of the
      Parent Guarantor with the power to vote 50% or more of the total votes
      entitled to be cast on any matter submitted to a vote of shareholders; (d)
      during any consecutive two-year period, individuals who at the beginning
      of such period constituted the Board of Directors of the Parent Guarantor
      (together with any new directors whose election to such Board of
      Directors, or whose nomination for election by the stockholders of the
      Parent Guarantor, was approved by a vote of a majority of the directors
      then still in office who were either directors at the beginning of such
      period or whose election or nomination for election was previously so
      approved) cease for any reason to constitute a majority of the Board of
      Directors of

                                       5

<PAGE>

      the Parent Guarantor then in office; (e) the Parent Guarantor consolidates
      with, or merges with or into, any Person, or any Person consolidates with,
      or merges with or into, the Parent Guarantor, in any such event pursuant
      to a transaction in which any of the outstanding Voting Interests of the
      Parent Guarantor or such other Person is converted into or exchanged for
      cash, securities or other property, other than any such transaction where
      the Voting Interests of the Parent Guarantor outstanding immediately prior
      to such transaction is converted into or exchanged for Voting Interests of
      the surviving or transferee Person constituting a majority of the
      outstanding shares of such Voting Interests of such surviving or
      transferee Person (immediately after giving effect to such issuance) and
      no Person other than the Principal and his Related Parties, becomes the
      beneficial owner, directly or indirectly, of Voting Interests of such
      Person with the power to vote 50% or more of the total votes entitled to
      be cast on any matter submitted to a vote of shareholders or (f) the
      Parent Guarantor shall cease to own and control 100% of the Equity
      Interests in the Borrower.

                  "CLOSING DATE" has the meaning specified in Section 3.01.

                  "COLLATERAL" means all "Collateral" referred to in the
      Collateral Documents and all other property that is or is intended to be
      subject to any Lien in favor of the Administrative Agent for the benefit
      of the Secured Parties.

                  "COLLATERAL DOCUMENTS" means the Pledge Agreement, each of the
      collateral documents, instruments and agreements delivered pursuant to
      Section 5.01(j), and each other agreement that creates or purports to
      create a Lien in favor of the Administrative Agent for the benefit of the
      Secured Parties.

                  "COMMITMENT" means a Term Commitment, a Revolving Credit
      Commitment or a Letter of Credit Commitment.

                  "COMPLIANCE CERTIFICATE" means a certificate duly executed by
      any of the chairman of the board of directors, chief executive officer,
      president, member of the Office of the President, Chief Financial Officer
      or Chief Accounting Officer of the Parent Guarantor, but in any event,
      with respect to financial matters, the President, a member of the Office
      of the President, Chief Financial Officer or Chief Accounting Officer of
      the Parent Guarantor, substantially in the form of EXHIBIT G hereto; which
      shall include, inter alia, a worksheet reflecting that the calculations
      made thereon have been adjusted to exclude the effects of the operations,
      if any, of the Non-Controlled Subsidiaries.

                  "CONFIDENTIAL INFORMATION" means information that any Loan
      Party furnishes to the Administrative Agent or any Lender Party, but does
      not include any such information that is or becomes generally available to
      the public or that is or becomes available to the Administrative Agent or
      such Lender Party from a source other than the Loan Parties.

                  "CONSOLIDATED" refers to the consolidation of accounts in
      accordance with GAAP.

                  "CONTINGENT OBLIGATION" means, with respect to any Person, any
      Obligation or arrangement of such Person to guarantee or intended to
      guarantee any Debt, leases, dividends or other payment Obligations
      ("PRIMARY OBLIGATIONS") of any other Person (the "PRIMARY OBLIGOR") in any
      manner, whether directly or indirectly, including, without limitation, (a)
      the direct or indirect guarantee, endorsement (other than for collection
      or deposit in the ordinary course of business), co-making, discounting
      with recourse or sale with recourse by such Person of the

                                       6

<PAGE>

      Obligation of a primary obligor, (b) the Obligation to make take-or-pay or
      similar payments, if required, regardless of nonperformance by any other
      party or parties to an agreement or (c) any Obligation of such Person,
      whether or not contingent, (i) to purchase any such primary obligation or
      any property constituting direct or indirect security therefor, (ii) to
      advance or supply funds (A) for the purchase or payment of any such
      primary obligation or (B) to maintain working capital or equity capital of
      the primary obligor or otherwise to maintain the net worth or solvency of
      the primary obligor, (iii) to purchase property, assets, securities or
      services primarily for the purpose of assuring the owner of any such
      primary obligation of the ability of the primary obligor to make payment
      of such primary obligation or (iv) otherwise to assure or hold harmless
      the holder of such primary obligation against loss in respect thereof. The
      amount of any Contingent Obligation shall be deemed to be an amount equal
      to the stated or determinable amount of the primary obligation in respect
      of which such Contingent Obligation is made (or, if less, the maximum
      amount of such primary obligation for which such Person may be liable
      pursuant to the terms of the instrument evidencing such Contingent
      Obligation) or, if not stated or determinable, the maximum reasonably
      anticipated liability in respect thereof (assuming such Person is required
      to perform thereunder), as determined by such Person in good faith.

                  "CONVERSION", "CONVERT" and "CONVERTED" each refer to a
      conversion of Advances of one Type into Advances of the other Type
      pursuant to Section 2.09 or 2.10.

                  "CURRENT ASSETS" of any Person means all assets of such Person
      that would, in accordance with GAAP, be classified as current assets of a
      company conducting a business the same as or similar to that of such
      Person, after deducting adequate reserves in each case in which a reserve
      is proper in accordance with GAAP.

                  "CUSTOMARY CARVE-OUT AGREEMENT" means, with respect to any
      Permitted Boca Mortgage Debt or any Non-Recourse Debt permitted under
      Section 5.2(b)(iii)(H), any agreement imposing personal recourse liability
      on the Parent Guarantor or any of its Subsidiaries that directly or
      indirectly own any property securing such Debt for customary carve-outs to
      limited recourse, such as, for example, fraud, willful misrepresentation,
      misapplication or misappropriation of cash, waste, environmental claims,
      damage to properties, non-payment of taxes or other liens despite the
      existence of sufficient cash flow, interference with the enforcement of
      loan documents upon maturity or acceleration, violation of loan document
      prohibitions against voluntary or involuntary bankruptcy filings, transfer
      of any property securing such Debt or ownership interests therein and
      liabilities and other circumstances customarily excluded by lenders from
      exculpation provisions and/or included in separate indemnification
      agreements in non-recourse financings of real estate and other customary
      purchase and sale contract indemnities.

                  "DBTCA" has the meaning specified in the preamble to this
      Agreement.

                  "DEBT" of any Person means, without duplication, (a) all
      indebtedness of such Person for borrowed money, (b) all Obligations,
      contingent or otherwise, of such Person for the deferred purchase price of
      property or services (other than trade payables not overdue by more than
      60 days incurred in the ordinary course of such Person's business), (c)
      all Obligations, contingent or otherwise, of such Person evidenced by
      notes, bonds, debentures or other similar instruments, (d) all Obligations
      of such Person created or arising under any conditional sale or other
      title retention agreement with respect to property acquired by such Person
      (even though the rights and remedies of the seller or lender under such
      agreement in the event of default are limited to repossession or sale of
      such property), (e) all Obligations, contingent or otherwise, of such
      Person as lessee under Capitalized Leases, (f) all Obligations, contingent
      or otherwise, of such

                                       7

<PAGE>

      Person under acceptance, letter of credit or similar facilities, (g) all
      Obligations of such Person to purchase, redeem, retire, defease or
      otherwise make any payment in respect of any Equity Interests in such
      Person or any other Person or any warrants, rights or options to acquire
      such Equity Interests, valued, in the case of Redeemable Preferred
      Interests, at the greater of its voluntary or involuntary liquidation
      preference plus accrued and unpaid dividends, (h) all Obligations of such
      Person in respect of Hedge Agreements, valued at the Agreement Value
      thereof, (i) all Contingent Obligations and Off-Balance Sheet Obligations
      of such Person and (j) all indebtedness and other payment Obligations
      referred to in clauses (a) through (i) above of another Person secured by
      (or for which the holder of such Debt has an existing right, contingent or
      otherwise, to be secured by) any Lien on property (including, without
      limitation, accounts and contract rights) owned by such Person, even
      though such Person has not assumed or become liable for the payment of
      such indebtedness or other payment Obligations. Notwithstanding the
      foregoing, Debt of the Parent Guarantor and its Subsidiaries shall not
      include any liabilities associated with the Premier Club memberships at
      the Boca Raton Resort & Club and at other resort properties owned, whether
      directly or indirectly, by the Parent Guarantor, in each case determined
      pursuant to the membership program in effect on June 30, 2004 or any
      future membership program which only permits a membership refund from fees
      paid for new memberships sold subsequent to the date of the refund
      request.

                  "DEBT FOR BORROWED MONEY" of any Person means, at any date of
      determination, all items that, in accordance with GAAP, would be
      classified as indebtedness on a Consolidated balance sheet of such Person
      at such date.

                  "DEFAULT" means any Event of Default or any event that would
      constitute an Event of Default but for the passage of time or the
      requirement that notice be given or both.

                  "DEFAULT INTEREST" has the meaning specified in Section
      2.07(b).

                  "DEFAULTED ADVANCE" means, with respect to any Lender Party at
      any time, the portion of any Advance required to be made by such Lender
      Party to the Borrower pursuant to Section 2.01 or 2.02 at or prior to such
      time that has not been made by such Lender Party or by the Administrative
      Agent for the account of such Lender Party pursuant to Section 2.02(e) as
      of such time.

                  "DEFAULTED AMOUNT" means, with respect to any Lender Party at
      any time, any amount required to be paid by such Lender Party to the
      Administrative Agent or any other Lender Party hereunder or under any
      other Loan Document at or prior to such time that has not been so paid as
      of such time, including, without limitation, any amount required to be
      paid by such Lender Party to (a) the Issuing Bank pursuant to Section
      2.03(c) to purchase a portion of a Letter of Credit Advance made by the
      Issuing Bank, (b) the Administrative Agent pursuant to Section 2.02(e) to
      reimburse the Administrative Agent for the amount of any Advance made by
      the Administrative Agent for the account of such Lender Party, (c) any
      other Lender Party pursuant to Section 2.13 to purchase any participation
      in Advances owing to such other Lender Party and (d) the Administrative
      Agent or the Issuing Bank pursuant to Section 7.05 to reimburse the
      Administrative Agent or the Issuing Bank for such Lender Party's ratable
      share of any amount required to be paid by the Lender Parties to the
      Administrative Agent or the Issuing Bank as provided therein.

                  "DEFAULTING LENDER" means, at any time, any Lender Party that,
      at such time, (a) owes a Defaulted Advance or a Defaulted Amount or (b)
      shall take any action or be the subject of any action or proceeding of a
      type described in Section 6.01(f).

                                       8

<PAGE>

                  "DOMESTIC LENDING OFFICE" means, with respect to any Lender
      Party, the office of such Lender Party specified as its "Domestic Lending
      Office" opposite its name on SCHEDULE I hereto or in the Assignment and
      Acceptance pursuant to which it became a Lender Party, as the case may be,
      or such other office of such Lender Party as such Lender Party may from
      time to time specify to the Borrower and the Administrative Agent.

                  "DOMESTIC SUBSIDIARY" means any Subsidiary of the Borrower
      organized under the laws of any jurisdiction within the United States of
      America.

                  "EBITDA" means, for any date of determination, for the Rolling
      Period most recently ended, determined on a Consolidated basis, the sum of
      net income plus (a) an amount equal to any extraordinary loss plus any net
      loss realized in connection with an asset sale, to the extent such losses
      were deducted in computing net income, plus (b) the provision for taxes
      based on income or profits, to the extent such provision for taxes was
      included in computing net income, plus (c) Interest Expense to the extent
      such expense was deducted in computing net income, plus (d) depreciation
      and amortization expense to the extent such expense was deducted in
      computing net income, less (e) an amount equal to any extraordinary gain
      plus any net gain realized in connection with an asset sale, plus (f) any
      losses incurred in connection with the early extinguishment of any
      Existing Debt repaid with proceeds of the Facilities, in each case of the
      Parent Guarantor and the Restricted Subsidiaries for such Rolling Period.
      Notwithstanding the foregoing, (i) for purposes of determining "EBITDA" in
      calculating "Borrower Leverage Ratio" or "Group Leverage Ratio", if any
      asset has been (A) purchased subsequent to the commencement of such
      Rolling Period, EBITDA for the period beginning on the first day of such
      Rolling Period shall be increased by the amount of EBITDA for such Rolling
      Period associated with such asset purchased, and (B) sold subsequent to
      the commencement of such Rolling Period, EBITDA for the period beginning
      on the first day of such Rolling Period shall be reduced by the amount of
      EBITDA associated with such asset sold, and (ii) for purposes of
      determining EBITDA in all cases, amounts attributable to the operations,
      if any, of the Non-Controlled Subsidiaries shall be excluded from such
      determination..

                  "EDGEWATER" means the 125-room resort and hotel and related
      improvements, facilities and assets, situated on that certain real
      property located in Collier County, Florida, and commonly known as the
      Edgewater Hotel.

                  "ELIGIBLE ASSIGNEE" means (a) with respect to any Facility
      (other than the Letter of Credit Facility), (i) a commercial bank
      organized under the laws of the United States, or any state thereof, and
      having a combined capital and surplus of at least $100,000,000; (ii) a
      commercial bank organized under the laws of any other country which is a
      member of the Organization for Economic Cooperation and Development (the
      "OECD"), or a political subdivision of any such country, and having a
      combined capital and surplus of at least $100,000,000 (provided, that such
      bank is acting through a branch or agency located in the country in which
      it is organized or another country which is also a member of the OECD);
      (iii) a Person that is engaged in the business of commercial banking and
      that is (A) an Affiliate of a Lender or (B) an Affiliate of a Person of
      which a Lender is an Affiliate; (iv) an insurance company, mutual fund or
      other financial institution organized under the laws of the United States,
      any state thereof, any other country which is a member of the OECD or a
      political subdivision of any such country which invests in bank loans and
      has a net worth of $500,000,000; and (v) any fund (other than a mutual
      fund) which invests in bank loans and whose assets exceed $100,000,000,
      and (b) with respect to the Letter of Credit Facility, a Person that is an
      Eligible Assignee under subclause (i) or (ii) of clause (a) of this
      definition (or any Affiliate of any such Person) and is approved by the
      Administrative Agent; provided, however, that (x) neither any

                                       9

<PAGE>

      Loan Party nor any Affiliate of a Loan Party shall qualify as an Eligible
      Assignee under this definition and (y) no Person shall be an "ELIGIBLE
      ASSIGNEE" unless at the time of the proposed assignment to such Person (i)
      such Person is able to make its portion of the Term Advances in U.S.
      dollars, and (ii) such Person is exempt from withholding of tax on
      interest and is able to deliver the documents related thereto pursuant to
      Section 2.12(e).

                  "ENVIRONMENTAL ACTION" means any action, suit, demand, demand
      letter, claim, notice of non-compliance or violation, notice of liability
      or potential liability, investigation, proceeding, consent order or
      consent agreement relating in any way to any Environmental Law, any
      Environmental Permit or Hazardous Material or arising from alleged injury
      or threat to health, safety or the environment, including, without
      limitation, (a) by any governmental or regulatory authority for
      enforcement, cleanup, removal, response, remedial or other actions or
      damages and (b) by any governmental or regulatory authority or third party
      for damages, contribution, indemnification, cost recovery, compensation or
      injunctive relief.

                  "ENVIRONMENTAL LAW" means any Federal, state, local or foreign
      statute, law, ordinance, rule, regulation, code, order, writ, judgment,
      injunction, decree or judicial or agency interpretation, policy or
      guidance relating to pollution or protection of the environment, health,
      safety or natural resources, including, without limitation, those relating
      to the use, handling, transportation, treatment, storage, disposal,
      release or discharge of Hazardous Materials.

                  "ENVIRONMENTAL PERMIT" means any permit, approval,
      identification number, license or other authorization required under any
      Environmental Law.

                  "EQUITY INTERESTS" means, with respect to any Person, shares
      of capital stock of (or other ownership or profit interests in) such
      Person, warrants, options or other rights for the purchase or other
      acquisition from such Person of shares of capital stock of (or other
      ownership or profit interests in) such Person, securities convertible into
      or exchangeable for shares of capital stock of (or other ownership or
      profit interests in) such Person or warrants, rights or options for the
      purchase or other acquisition from such Person of such shares (or such
      other interests), and other ownership or profit interests in such Person
      (including, without limitation, partnership, member or trust interests
      therein), whether voting or nonvoting, and whether or not such shares,
      warrants, options, rights or other interests are authorized or otherwise
      existing on any date of determination.

                  "ERISA" means the Employee Retirement Income Security Act of
      1974, as amended from time to time, and the regulations promulgated and
      rulings issued thereunder.

                  "ERISA AFFILIATE" means any Person that for purposes of Title
      IV of ERISA is a member of the controlled group of any Loan Party, or
      under common control with any Loan Party, within the meaning of Section
      414 of the Internal Revenue Code.

                  "ERISA EVENT" means (a)(i) the occurrence of a reportable
      event, within the meaning of Section 4043 of ERISA, with respect to any
      Plan unless the 30-day notice requirement with respect to such event has
      been waived by the PBGC or (ii) the requirements of Section 4043(b) of
      ERISA apply with respect to a contributing sponsor, as defined in Section
      4001(a)(13) of ERISA, of a Plan, and an event described in paragraph (9),
      (10), (11), (12) or (13) of Section 4043(c) of ERISA is reasonably
      expected to occur with respect to such Plan within the following 30 days;
      (b) the application for a minimum funding waiver with respect to a Plan;
      (c) the provision by the administrator of any Plan of a notice of intent
      to terminate such Plan, pursuant to Section 4041(a)(2) of ERISA (including
      any such notice with respect to a plan

                                       10

<PAGE>

      amendment referred to in Section 4041(e) of ERISA); (d) the cessation of
      operations at a facility of any Loan Party or any ERISA Affiliate in the
      circumstances described in Section 4062(e) of ERISA; (e) the withdrawal by
      any Loan Party or any ERISA Affiliate from a Multiple Employer Plan during
      a plan year for which it was a substantial employer, as defined in Section
      4001(a)(2) of ERISA; (f) the conditions for imposition of a lien under
      Section 302(f) of ERISA shall have been met with respect to any Plan; (g)
      the adoption of an amendment to a Plan requiring the provision of security
      to such Plan pursuant to Section 307 of ERISA; or (h) the institution by
      the PBGC of proceedings to terminate a Plan pursuant to Section 4042 of
      ERISA, or the occurrence of any event or condition described in Section
      4042 of ERISA that constitutes grounds for the termination of, or the
      appointment of a trustee to administer, such Plan.

                  "EUROCURRENCY LIABILITIES" has the meaning specified in
      Regulation D of the Board of Governors of the Federal Reserve System, as
      in effect from time to time.

                  "EURODOLLAR LENDING OFFICE" means, with respect to any Lender
      Party, the office of such Lender Party specified as its "Eurodollar
      Lending Office" opposite its name on SCHEDULE I hereto or in the
      Assignment and Acceptance pursuant to which it became a Lender Party (or,
      if no such office is specified, its Domestic Lending Office), or such
      other office of such Lender Party as such Lender Party may from time to
      time specify to the Borrower and the Administrative Agent.

                  "EURODOLLAR RATE" means, for any Interest Period for all
      Eurodollar Rate Advances comprising part of the same Borrowing, an
      interest rate per annum equal to the rate per annum obtained by dividing
      (a) the average of the respective rates per annum (rounded upward to the
      next whole multiple of 1/16th of 1%) posted by each of the principal
      London offices of banks posting rates as displayed on the Dow Jones
      Markets screen, page 3750 or such other page as may replace such page on
      such service for the purpose of displaying the London interbank offered
      rate of major banks for deposits in U.S. dollars, at approximately 11:00
      A.M. (London time) two Business Days before the first day of such Interest
      Period for deposits in an amount substantially equal to DBTCA's Eurodollar
      Rate Advance comprising part of such Borrowing to be outstanding during
      such Interest Period and for a period equal to such Interest Period by (b)
      a percentage equal to 100% minus the Eurodollar Rate Reserve Percentage
      for such Interest Period.

                  "EURODOLLAR RATE ADVANCE" means an Advance that bears interest
      as provided in Section 2.07(a)(ii).

                  "EURODOLLAR RATE RESERVE PERCENTAGE" for any Interest Period
      for all Eurodollar Rate Advances comprising part of the same Borrowing
      means the reserve percentage applicable two Business Days before the first
      day of such Interest Period under regulations issued from time to time by
      the Board of Governors of the Federal Reserve System (or any successor)
      for determining the maximum reserve requirement (including, without
      limitation, any emergency, supplemental or other marginal reserve
      requirement) for a member bank of the Federal Reserve System in New York
      City with respect to liabilities or assets consisting of or including
      Eurocurrency Liabilities (or with respect to any other category of
      liabilities that includes deposits by reference to which the interest rate
      on Eurodollar Rate Advances is determined) having a term equal to such
      Interest Period.

                  "EVENTS OF DEFAULT" has the meaning specified in Section 6.01.

                  "EXCHANGE ACT" shall mean the U.S. Securities Exchange Act of
      1934, as amended and as the same may be further amended, or any comparable
      successor Applicable Law.

                                       11

<PAGE>

                  "EXISTING AGREEMENT" means that certain Credit Agreement dated
      as of April 21, 1999, (A) as amended by that certain Waiver, Consent and
      Acknowledgment dated as of November 15, 1999, and effective as of June 30,
      1999, and that certain First Amendment to Credit Agreement dated as of
      July 31, 2000, (B) as amended and restated pursuant to that certain
      Amended and Restated Credit Agreement dated as of November 21, 2001, and
      (C) as amended and restated pursuant to that certain Second Amended and
      Restated Credit Agreement dated as of June 25, 2003, among the Borrower,
      the lenders described therein, Fleet National Bank, as syndication agent,
      The Bank of Nova Scotia, New York Agency, as documentation agent, and
      DBTCA, as initial issuing bank and administrative agent.

                  "EXISTING DEBT" means Debt for Borrowed Money of the Parent
      Guarantor, the Borrower and the Restricted Subsidiaries outstanding
      immediately before the occurrence of the Initial Extension of Credit.

                  "EXTENSION DATE" has the meaning specified in Section 2.16.

                  "FACILITY" means the Term Facility, the Revolving Credit
      Facility or the Letter of Credit Facility.

                  "FEDERAL FUNDS RATE" means, for any period, a fluctuating
      interest rate per annum equal for each day during such period to the
      weighted average of the rates on overnight Federal funds transactions with
      members of the Federal Reserve System arranged by Federal funds brokers,
      as published for such day (or, if such day is not a Business Day, for the
      next preceding Business Day) by the Federal Reserve Bank of New York, or,
      if such rate is not so published for any day that is a Business Day, the
      average of the quotations for such day for such transactions received by
      the Administrative Agent from three Federal funds brokers of recognized
      standing selected by the Administrative Agent.

                  "FEE LETTER" means the fee letter dated June 24, 2004 between
      the Borrower and the Administrative Agent.

                  "FF&E" means fixtures, furnishings and equipment at each of
      the Group Properties.

                  "FISCAL YEAR" means a fiscal year of the Parent Guarantor and
      its Consolidated Subsidiaries ending on June 30 in any calendar year, as
      it may be changed to the extent permitted by Section 5.02(j).

                  "FIXED CHARGE COVERAGE RATIO" means, for the Rolling Period
      most recently ended and as of any date of determination, the ratio of (a)
      EBITDA for the Parent Guarantor and its Subsidiaries to (b) the sum of
      Consolidated Interest Expense, (ii) regularly scheduled principal payments
      of Total Funded Debt made during such Rolling Period (including any cash
      sweep amortization), (iii) Federal, state, local and foreign income taxes
      paid in cash by the Parent Guarantor or the Restricted Subsidiaries during
      such Rolling Period (exclusive of taxes incurred in connection with the
      Permitted Boca Land Sales), and (iv) any cash escrows funded in respect of
      the Group Properties by the Parent Guarantor or the Restricted
      Subsidiaries during such Rolling Period as required by the terms of any
      secured Debt financing of any of the Group Properties.

                  "FOREIGN SUBSIDIARY" means any Subsidiary of the Borrower that
      is not a Domestic Subsidiary.

                                       12

<PAGE>

                  "FRANCHISE AGREEMENTS" means the License Agreement dated as of
      June 28, 1994 between Radisson Hotels International, Inc., as Licensor,
      and the Manager, as Licensee, and the Hyatt Hotel Franchise Agreement
      dated November 14, 1994 between Hyatt Franchise Corporation, as
      Franchisor, and the Manager, as Franchisee, as applicable.

                  "GAAP" has the meaning specified in Section 1.03.

                  "GROUP LEVERAGE RATIO" means, with respect to the Parent
      Guarantor, as of any date of determination, the ratio, expressed as a
      percentage, of (a) Total Funded Debt at such date to (b) Group Total Asset
      Value for the Rolling Period ending on or immediately prior to such date.

                  "GROUP PROPERTIES" means, collectively, the Borrower
      Properties and each other real property asset (with all related
      improvements and facilities) acquired by the Parent Guarantor or its
      Subsidiaries after the date hereof.

                  "GROUP TOTAL ASSET VALUE" means, as of any date of
      determination, the sum of (a) the aggregate Reserve Adjusted EBITDA of the
      Parent Guarantor and its Subsidiaries attributable to the Group Properties
      and all other hotel, lodging and resort properties of the Parent Guarantor
      and its Subsidiaries for the Rolling Period most recently ended divided by
      9.0% and (b) the total book value of all other assets and properties
      (excluding accounts receivable, cash and Cash Equivalents) of the Parent
      Guarantor and its Subsidiaries less the amount of the NCS Liabilities then
      outstanding.

                  "GUARANTEED OBLIGATIONS" has the meaning specified in Section
      8.01.

                  "GUARANTORS" means the Parent Guarantor and the Subsidiary
      Guarantors.

                  "GUARANTY" means the guaranty of the Guarantors set forth in
      ARTICLE VIII together with each other guaranty and guaranty supplement
      delivered pursuant to Section 5.01(j), in each case as amended.

                  "GUARANTY SUPPLEMENT" has the meaning specified in Section
      8.05.

                  "HAZARDOUS MATERIALS" means (a) petroleum or petroleum
      products, by-products or breakdown products, radioactive materials,
      asbestos-containing materials, polychlorinated biphenyls and radon gas and
      (b) any other chemicals, materials or substances designated, classified or
      regulated as hazardous or toxic or as a pollutant or contaminant under any
      Environmental Law.

                  "HEDGE AGREEMENTS" means interest rate swap, cap or collar
      agreements, interest rate future or option contracts, currency swap
      agreements, currency future or option contracts and other hedging
      agreements.

                  "HEDGE BANK" means any Lender Party or an Affiliate of a
      Lender Party in its capacity as a party to a Secured Hedge Agreement.

                  "INDEMNIFIED COSTS" has the meaning specified in Section
      7.05(a).

                  "INDEMNIFIED PARTY" has the meaning specified in Section
      9.04(b).

                                       13

<PAGE>

                  "INDENTURE" means the Indenture dated as of April 21, 1999
      among the Parent Guarantor, the guarantors thereunder and The Bank of New
      York, as Trustee, as amended by the Supplemental Indentures.

                  "INITIAL EXTENSION OF CREDIT" means the earlier to occur of
      the initial Borrowing and the initial issuance of a Letter of Credit
      hereunder.

                  "INITIAL ISSUING BANK" has the meaning specified in the
      preamble to this Agreement.

                  "INITIAL LENDER PARTIES" means the Initial Issuing Bank and
      the Initial Lenders.

                  "INITIAL LENDERS" means the banks, financial institutions and
      other institutional lenders listed on the signature pages hereof as the
      Initial Lenders.

                  "INSUFFICIENCY" means, with respect to any Plan, the amount,
      if any, of its unfunded benefit liabilities, as defined in Section
      4001(a)(18) of ERISA.

                  "INTERCREDITOR AGREEMENT" means any intercreditor agreement
      between the lenders under the Permitted Boca Mortgage Debt, if any, and
      the Lender Parties, in form and substance reasonably satisfactory to the
      Administrative Agent.

                  "INTEREST COVERAGE RATIO" means, for any date of
      determination, for the Rolling Period most recently ended, the ratio of
      Consolidated EBITDA to Consolidated Interest Expense.

                  "INTEREST EXPENSE" means, for any date of determination, for
      the Rolling Period most recently ended, the greater of (a) the actual
      interest expense of the Parent Guarantor and the Restricted Subsidiaries
      on Total Funded Debt for the Rolling Period most recently ended, and (b)
      the interest that would have been required to be paid by the Parent
      Guarantor and the Restricted Subsidiaries on Total Funded Debt for such
      Rolling Period had the interest rate applicable to all Total Funded Debt
      been equal to 7.5% per annum.

                  "INTEREST PERIOD" means, for each Eurodollar Rate Advance
      comprising part of the same Borrowing, the period commencing on the date
      of such Eurodollar Rate Advance or the date of the Conversion of any Base
      Rate Advance into such Eurodollar Rate Advance, and ending on the last day
      of the period selected by the Borrower pursuant to the provisions below
      and, thereafter, each subsequent period commencing on the last day of the
      immediately preceding Interest Period and ending on the last day of the
      period selected by the Borrower pursuant to the provisions below. The
      duration of each such Interest Period shall be one, two, three or six
      months, as the Borrower may, upon notice received by the Administrative
      Agent not later than 11:00 A.M. (New York City time) on the third Business
      Day prior to the first day of such Interest Period, select; provided,
      however, that:

            (a)   until the earlier of (i) November 22, 2004, and (ii) the
      notification of the Lender Parties by the Administrative Agent that
      syndication of the Commitments hereunder has been completed, the Borrower
      may not select an Interest Period of greater than one month;

            (b)   the Borrower may not select any Interest Period with respect
      to any Eurodollar Rate Advance under a Facility that ends after any
      principal repayment installment date for such Facility unless, after
      giving effect to such selection, the aggregate principal amount of Base
      Rate Advances and of Eurodollar Rate Advances having Interest Periods that
      end on or prior to such

                                       14

<PAGE>

      principal repayment installment date for such Facility shall be at least
      equal to the aggregate principal amount of Advances under such Facility
      due and payable on or prior to such date;

            (c)   Interest Periods commencing on the same date for Eurodollar
      Rate Advances comprising part of the same Borrowing shall be of the same
      duration;

            (d)   whenever the last day of any Interest Period would otherwise
      occur on a day other than a Business Day, the last day of such Interest
      Period shall be extended to occur on the next succeeding Business Day;
      provided, however, that, if such extension would cause the last day of
      such Interest Period to occur in the next following calendar month, the
      last day of such Interest Period shall occur on the next preceding
      Business Day; and

            (e)   whenever the first day of any Interest Period occurs on a day
      of an initial calendar month for which there is no numerically
      corresponding day in the calendar month that succeeds such initial
      calendar month by the number of months equal to the number of months in
      such Interest Period, such Interest Period shall end on the last Business
      Day of such succeeding calendar month.

                  "INTERNAL REVENUE CODE" means the Internal Revenue Code of
      1986, as amended from time to time, and the regulations promulgated and
      rulings issued thereunder.

                  "INVESTMENT" in any Person means any loan or advance to such
      Person, any purchase or other acquisition of any Equity Interests or Debt
      or the assets comprising a division or business unit or a substantial part
      or all of the business of such Person, any capital contribution to such
      Person or any other direct or indirect investment in such Person,
      including, without limitation, any acquisition by way of a merger or
      consolidation (or similar transaction) and any arrangement pursuant to
      which the investor incurs Debt of the types referred to in clauses (i) or
      (j) of the definition of "DEBT" in respect of such Person.

                  "ISSUING BANK" means the Initial Issuing Bank and any other
      Revolving Credit Lender approved as an Issuing Bank by the Administrative
      Agent and any Eligible Assignee to which a Letter of Credit Commitment
      hereunder has been assigned pursuant to Section 9.07 so long as such
      Revolving Credit Lender or such Eligible Assignee expressly agrees to
      perform in accordance with their terms all of the obligations that by the
      terms of this Agreement are required to be performed by it as an Issuing
      Bank and notifies the Administrative Agent of its Applicable Lending
      Office and the amount of its Letter of Credit Commitment (which
      information shall be recorded by the Administrative Agent in the
      Register), for so long as such Initial Issuing Bank, Revolving Credit
      Lender or Eligible Assignee, as the case may be, shall have a Letter of
      Credit Commitment.

                  "L/C CASH COLLATERAL ACCOUNT" means an account of the Borrower
      to be maintained with the Administrative Agent, at its office in New York,
      New York, in the name of the Administrative Agent (for the ratable benefit
      of the Secured Parties) and under the sole control and dominion of the
      Administrative Agent and subject to the terms of this Agreement.

                  "L/C RELATED DOCUMENTS" has the meaning specified in Section
      2.04(c)(ii)(A).

                  "LEAD ARRANGER" has the meaning specified in the preamble to
      this Agreement.

                  "LENDER PARTY" means any Lender or the Issuing Bank.

                                       15

<PAGE>

                  "LENDERS" means the Initial Lenders and each Person that shall
      become a Lender hereunder pursuant to Section 9.07 for so long as such
      Initial Lender or such Person shall be a party to this Agreement.

                  "LETTER OF CREDIT ADVANCE" means an advance made by the
      Issuing Bank or any Revolving Credit Lender pursuant to Section 2.03(c).

                  "LETTER OF CREDIT AGREEMENT" has the meaning specified in
      Section 2.03(a).

                  "LETTER OF CREDIT COMMITMENT" means, with respect to the
      Issuing Bank at any time, the amount set forth opposite such Issuing
      Bank's name on SCHEDULE I hereto under the caption "Letter of Credit
      Commitment" or, if such Issuing Bank has entered into one or more
      Assignment and Acceptances, set forth for such Issuing Bank in the
      Register maintained by the Administrative Agent pursuant to Section
      9.07(d) as such Issuing Bank's "Letter of Credit Commitment", as such
      amount may be reduced at or prior to such time pursuant to Section 2.05 or
      Section 6.01, respectively.

                  "LETTER OF CREDIT FACILITY" means, at any time, an amount
      equal to the lesser of (a) the aggregate amount of the Issuing Bank's
      Letter of Credit Commitment at such time and (b) $15,000,000, as such
      amount may be reduced at or prior to such time pursuant to Section 2.05.

                  "LETTER OF CREDIT REQUEST" has the meaning specified in
      Section 2.03(a).

                  "LETTERS OF CREDIT" has the meaning specified in Section
      2.01(c).

                  "LIEN" means any lien, security interest or other charge or
      encumbrance of any kind, or any other type of preferential arrangement,
      including, without limitation, the lien or retained security title of a
      conditional vendor and any easement, right of way or other encumbrance on
      title to real property.

                  "LOAN DOCUMENTS" means (a) this Agreement, (b) the Notes, (c)
      the Guaranties, (d) the Collateral Documents, (e) the Fee Letter, (f) each
      Letter of Credit Agreement, (g) any Intercreditor Agreement and (h) each
      Secured Hedge Agreement, in each case as amended.

                  "LOAN PARTIES" means the Borrower and the Guarantors.

                  "MANAGEMENT CONTRACTS" means the Hotel Management Agreement
      dated March 4, 1997 between Rahn Bahia Mar, Ltd., as Owner, and Rahn Bahia
      Mar Mgmt. Inc., as Manager, the Hotel Management Agreement dated as of
      March 4, 1997 between 2301 SE 17th St., Ltd., as Owner, and Rahn Pier
      Mgt., Inc., as Manager, as applicable and each of the Hotel Management
      Agreements with respect to the Edgewater and the Registry in form and
      substance acceptable to the Administrative Agent.

                  "MANAGERS" means Rahn Bahia Mar Mgmt., Inc. and Rahn Pier
      Mgt., Inc, as applicable.

                  "MARGIN STOCK" has the meaning specified in Regulation U.

                  "MATERIAL ADVERSE CHANGE" means any material adverse change in
      the business, condition (financial or otherwise), operations, performance,
      properties or prospects of the Parent Guarantor and the Restricted
      Subsidiaries taken as a whole or any of the Operating Subsidiaries.

                                       16

<PAGE>

                  "MATERIAL ADVERSE EFFECT" means a material adverse effect on
      (a) the business, condition (financial or otherwise), operations,
      performance, properties or prospects of the Parent Guarantor and the
      Restricted Subsidiaries taken as a whole or of any of the Operating
      Subsidiaries, (b) the rights and remedies of any Secured Party under any
      Transaction Document or (c) the ability of the Parent Guarantor and the
      Restricted Subsidiaries taken as a whole to perform their Obligations
      under any Transaction Document to which they are or are to become parties.

                  "MATERIAL AGREEMENT" means any contract, lease, loan
      agreement, indenture, mortgage, deed of trust, security agreement or other
      agreement, instrument, obligation or arrangement to which any of the Loan
      Parties is a party or by which any of their respective properties is bound
      (other than the Loan Documents) for which breach, nonperformance,
      cancellation or failure to renew could reasonably be expected to have a
      Material Adverse Effect.

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

                  "MULTIEMPLOYER PLAN" means a multiemployer plan, as defined in
      Section 4001(a)(3) of ERISA, to which any Loan Party or any ERISA
      Affiliate is making or accruing an obligation to make contributions, or
      has within any of the preceding five plan years made or accrued an
      obligation to make contributions.

                  "MULTIPLE EMPLOYER PLAN" means a single employer plan, as
      defined in Section 4001(a)(15) of ERISA, that (a) is maintained for
      employees of any Loan Party or any ERISA Affiliate and at least one Person
      other than the Loan Parties and the ERISA Affiliates or (b) was so
      maintained and in respect of which any Loan Party or any ERISA Affiliate
      could have liability under Section 4064 or 4069 of ERISA in the event such
      plan has been or were to be terminated.

                  "NCS LIABILITIES" means Debt of the Non-Controlled
      Subsidiaries listed on SCHEDULE 4.01(dd) hereto.

                  "NEW GUARANTOR EVENT" has the meaning specified in Section
      5.01(j).

                  "NEW COLLATERAL EVENT" has the meaning specified in Section
      5.01(j).

                  "NON-CONTROLLED SUBSIDIARIES" means, collectively, BRMC and
      Original BRHCLP unless and until the Parent Guarantor or any other Loan
      Party shall have become the controlling general partner of Original BRHCLP
      or shall have otherwise obtained control of BRMC or Original BRHCLP, at
      which time Original BRHCLP shall no longer be a Non-Controlled Subsidiary
      and, if Parent Guarantor or any other Loan Party shall have obtained
      control of BRMC, BRMC shall no longer be a Non-Controlled Subsidiary. For
      purposes of this definition, the term "control" means the possession,
      direct or indirect, of the power to direct or cause the direction of the
      management and policies of BRMC or Original BRHCLP, as the case may be,
      whether through the ownership of Voting Interests, by contract or
      otherwise.

                  "NON-RECOURSE DEBT" means Debt for Borrowed Money of any
      Subsidiary of the Parent Guarantor (other than the Borrower and the
      Restricted Subsidiaries) with respect to which recourse for payment is
      limited to (a) any building(s) or parcel(s) of real property or any
      related assets encumbered by a Lien securing such Debt for Borrowed Money
      and/or (b) the general credit of such Subsidiary; provided that (i) any
      such Subsidiary shall not have any material assets other than those
      securing such Debt for Borrowed Money and (ii) the acquisition of such
      real

                                       17

<PAGE>

      property and any related assets shall not include or result in any
      contingent liabilities that could reasonably be expected to be material to
      the business, financial condition, operations or prospects of the Parent
      Guarantor and its Subsidiaries, taken as a whole, it being understood that
      the instruments governing such Debt may include Customary Carve-Out
      Agreements.

                  "NOTE" means a Term Note or a Revolving Credit Note.

                  "NOTE PURCHASE AGREEMENT" means the Note Agreement dated as of
      April 21, 1999 among the Parent Guarantor and the guarantors and initial
      purchasers thereunder, pursuant to which the Subordinated Notes are
      issued, as amended, amended and restated, supplemented or otherwise
      modified from time in accordance with its terms, to the extent permitted
      under the Loan Documents.

                  "NOTICE OF BORROWING" has the meaning specified in Section
      2.02(a).

                  "NPL" means the National Priorities List under CERCLA.

                  "OBLIGATION" means, with respect to any Person, any payment,
      performance or other obligation of such Person of any kind, including,
      without limitation, any liability of such Person on any claim, whether or
      not the right of any creditor to payment in respect of such claim is
      reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,
      disputed, undisputed, legal, equitable, secured or unsecured, and whether
      or not such claim is discharged, stayed or otherwise affected by any
      proceeding referred to in Section 6.01(f). Without limiting the generality
      of the foregoing, the Obligations of any Loan Party under the Loan
      Documents include (a) the obligation to pay principal, interest, charges,
      expenses, fees, attorneys' fees, commissions, including, without
      limitation, Letter of Credit commissions, and disbursements, indemnities
      and other amounts payable by such Loan Party under any Loan Document and
      (b) the obligation of such Loan Party to reimburse any amount in respect
      of any of the foregoing that any Lender Party, in its sole discretion, may
      elect to pay or advance on behalf of such Loan Party.

                  "OFF BALANCE SHEET OBLIGATION" means, with respect to any
      Person, without duplication of any clause within this definition or within
      the definition of "Debt", all (a) Obligations of such Person under any
      lease which is treated as an operating lease for financial accounting
      purposes and a financing lease for tax purposes (i.e., a "synthetic
      lease"), (b) Obligations of such Person in respect of transactions entered
      into by such Person, the proceeds from which would be reflected on the
      financial statements of such Person in accordance with GAAP as cash flows
      from financings at the time such transaction was entered into (other than
      as a result of the issuance of Equity Interests) and (c) Obligations of
      such Person in respect of other transactions entered into by such Person
      that are not otherwise addressed in the definition of "Debt" or in clause
      (a) or (b) above that are intended to function primarily as a borrowing of
      funds (including, without limitation, any minority interest transactions
      that function primarily as a borrowing). For purposes of clarity, the
      Bahia Mar ground lease, as in effect on the Closing Date, shall not
      constitute an Off Balance Sheet Obligation.

                  "OPEN YEAR" has the meaning specified in Section 4.01(o)(ii).

                  "OPERATING SUBSIDIARIES" means each of the Subsidiaries of the
      Borrower that directly owns or leases one or more of the Borrower
      Properties.

                  "ORIGINAL BRHCLP" means Boca Raton Hotel and Club Limited
      Partnership, a Florida limited partnership.

                                       18

<PAGE>

                  "OTHER TAXES" has the meaning specified in Section 2.12(b).

                  "PANTHERS BRGP" means Panthers BRGP Corporation, a Florida
      corporation and the general partner of BRHCLP.

                  "PARENT GUARANTOR" has the meaning specified in the
      preliminary statements to this Agreement.

                  "PARENT GUARANTY" means the guaranty of the Parent Guarantor
      set forth in ARTICLE VIII together with each other guaranty and guaranty
      supplement delivered by the Parent pursuant to Section 5.01(j), in each
      case as amended.

                  "PARTICIPANT" has the meaning specified in Section 2.03(c).

                  "PATRIOT ACT" means the Uniting and Strengthening America by
      Providing Appropriate Tools Required to Intercept and Obstruct Terrorism
      Act of 2001, Pub. L. 107-56, as amended from time to time.

                  "PAYOFF ACCOUNT" has the meaning specified in Section 3.03.

                  "PAYOFF AMOUNT" has the meaning specified in Section 3.03.

                  "PAYOFF LETTER" has the meaning specified in Section 3.03.

                  "PBGC" means the Pension Benefit Guaranty Corporation or any
      successor.

                  "PERMITTED BOCA MORTGAGE DEBT" means Debt for Borrowed Money
      incurred by BRHCLP and/or its Subsidiaries, and with respect to which
      recourse for payment is limited to (i) the Boca Raton Resort & Club, to
      the extent the same is encumbered by a Lien securing such Debt and/or (ii)
      the general credit of BRHCLP and its Subsidiaries, it being understood
      that the instruments governing such Debt may include a Customary Carve-out
      Agreement to the extent required by the lender.

                  "PERMITTED BOCA LAND SALES" means the sale or other
      disposition in one or more transactions of (i) the Lake Boca property
      consisting of approximately 3.19 acres in Boca Raton, Florida and (ii) the
      undeveloped parcel of land south, west and east of the Boca Beach Club
      hotel building consisting of approximately 3.6 acres in Boca Raton,
      Florida.

                  "PERMITTED LIENS" means such of the following as to which no
      enforcement, collection, execution, levy or foreclosure proceeding shall
      have been commenced: (a) Liens for taxes, assessments and governmental
      charges or levies to the extent not required to be paid under Section
      5.01(b) (as to which adequate reserves have been established in accordance
      with GAAP) ; (b) Liens imposed by law, such as materialmen's, mechanics',
      carriers', workmen's and repairmen's Liens and other similar Liens arising
      in the ordinary course of business securing obligations that (i) are not
      overdue for a period of more than 30 days and (ii) individually or
      together with all other Permitted Liens outstanding on any date of
      determination do not materially adversely affect the use of the property
      to which they relate; (c) pledges or deposits in the ordinary course of
      business to secure obligations under workers' compensation laws or similar
      legislation or to secure public or statutory obligations; (d) deposits to
      secure the performance of bids, trade contracts and leases (other than
      Debt), statutory obligations, surety bonds (other than bonds related to
      judgments or litigation), performance bonds and other obligations of a
      like nature

                                       19

<PAGE>

      incurred in the ordinary course of business; (e) Liens securing judgments
      (or the payment of money) not constituting a Default under Section 6.01(g)
      or securing appeal or other surety bonds related to such judgments; and
      (f) easements, rights of way and other encumbrances on title to real
      property that do not render title to the property encumbered thereby
      unmarketable or materially adversely affect the use of such property for
      its present purposes, excluding any such easements, rights of way or
      encumbrances securing Debt for Borrowed Money.

                  "PERSON" means an individual, partnership, corporation
      (including a business trust), limited liability company, joint stock
      company, trust, unincorporated association, joint venture or other entity,
      or a government or any political subdivision or agency thereof.

                  "PIER 66" means the 380-room resort, hotel and marina and
      related improvements, facilities and assets, situated on that certain real
      property located in Broward County, Florida, and commonly known as the
      Hyatt Regency Pier 66 Resort & Marina.

                  "PLAN" means a Single Employer Plan or a Multiple Employer
      Plan.

                  "PLEDGE AGREEMENT" means the pledge agreement of even date
      herewith, executed and delivered by each of the Loan Parties,
      substantially in the form of EXHIBIT D hereto, as amended.

                  "PLEDGED DEBT" has the meaning specified in the Pledge
      Agreement.

                  "PLEDGED EQUITY" has the meaning specified in the Pledge
      Agreement.

                  "POST PETITION INTEREST" has the meaning specified in Section
      8.06.

                  "PREFERRED INTERESTS" means, with respect to any Person,
      Equity Interests issued by such Person that are entitled to a preference
      or priority over any other Equity Interests issued by such Person upon any
      distribution of such Person's property and assets, whether by dividend or
      upon liquidation.

                  "PROPERTY" means any right or interest in or to property of
      any kind whatsoever, whether real, personal or mixed and whether tangible
      or intangible, including Equity Interests.

                  "PRO RATA SHARE" of any amount means, with respect to any
      Revolving Credit Lender at any time, the product of such amount times a
      fraction the numerator of which is the amount of such Lender's Revolving
      Credit Commitment at such time (or, if the Commitments shall have been
      terminated pursuant to Section 2.05 or 6.01, such Lender's Revolving
      Credit Commitment as in effect immediately prior to such termination) and
      the denominator of which is the Revolving Credit Facility at such time
      (or, if the Commitments shall have been terminated pursuant to Section
      2.05 or 6.01, the Revolving Credit Facility as in effect immediately prior
      to such termination); provided, however, that with respect to any payments
      to be allocated among the Revolving Credit Lenders, during any period that
      a Revolving Credit Lender is a Defaulting Lender, the Pro Rata Shares of
      the Revolving Credit Lenders shall be reallocated by deducting from such
      Defaulting Lender's Revolving Credit Commitment (and the Revolving Credit
      Facility) an amount equal to the Defaulted Amount. The initial Pro Rata
      Share of each Revolving Credit Lender is set forth opposite the name of
      that Revolving Credit Lender in SCHEDULE I annexed hereto; provided that
      SCHEDULE I shall be amended and each Pro Rata Share shall be adjusted from
      time to time to give effect to the execution of any supplements,
      amendments or

                                       20

<PAGE>

      modifications to this Agreement and the addition or removal of any
      Revolving Credit Lender as provided herein or by assignment pursuant to
      Section 9.07.

                  "QUALIFYING SUBSIDIARY" has the meaning specified in Section
      5.01(j).

                  "REDEEMABLE" means, with respect to any Equity Interests, any
      such Equity Interests that (a) the issuer has undertaken to redeem at a
      fixed or determinable date or dates, whether by operation of a sinking
      fund or otherwise, or upon the occurrence of a condition not solely within
      the control of the issuer or (b) is redeemable at the option of the
      holder.

                  "REGISTER" has the meaning specified in Section 9.07(d).

                  "REGISTRY" means the 474-room resort, hotel and private club
      and related improvements, facilities and assets, situated on that certain
      real property located in Collier County, Florida, and commonly known as
      the Registry Hotel.

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

                  "RELATED DOCUMENTS" means the Management Contracts and the
      Franchise Agreements.

                  "REQUIRED LENDERS" means, at any time, Lenders owed or holding
      at least a majority in interest of the sum of (a) the aggregate principal
      amount of the Advances outstanding at such time, (b) the aggregate
      Available Amount of all Letters of Credit outstanding at such time, (c)
      the aggregate unused Term Commitments at such time and (d) the aggregate
      Unused Revolving Credit Commitments at such time; provided, however, that
      if any Lender shall be a Defaulting Lender at such time, there shall be
      excluded from the determination of Required Lenders at such time (A) the
      aggregate principal amount of the Advances owing to such Lender (in its
      capacity as a Lender) and outstanding at such time, (B) such Lender's Pro
      Rata Share of the aggregate Available Amount of all Letters of Credit
      outstanding at such time, (C) the aggregate unused Term Commitment of such
      Lender at such time and (D) the Unused Revolving Credit Commitment of such
      Lender at such time. For purposes of this definition, the aggregate
      principal amount of Letter of Credit Advances owing to the Issuing Bank
      and the Available Amount of each Letter of Credit shall be considered to
      be owed to the Revolving Credit Lenders ratably in accordance with their
      respective Revolving Credit Commitments.

                  "REQUIRED REVOLVING CREDIT LENDERS" means, as of any date of
      determination, Revolving Credit Lenders owed or holding at least a
      majority in interest of the sum of (a) the aggregate principal amount of
      the Revolving Credit Advances outstanding at such time, (b) the aggregate
      Available Amount of all Letters of Credit outstanding at such time and (c)
      the aggregate Unused Revolving Credit Commitments at such time; provided,
      however, that the Unused Revolving Credit Commitment of, the aggregate
      principal amount of the Revolving Credit Advances outstanding and owing
      to, and the Pro Rata Share of aggregate Available Amount of all Letters of
      Credit then outstanding of, any Defaulting Lender shall be excluded for
      purposes of making a determination of Required Revolving Credit Lenders.

                  "REQUIRED TERM LENDERS" means, at any time, Term Lenders owed
      or holding at least a majority in interest of the aggregate principal
      amount of the Term Advances outstanding at such time; provided, however,
      that the aggregate principal amount of the Term Advances

                                       21

<PAGE>

      outstanding and owing to any Defaulting Lender shall be excluded for
      purposes of making a determination of Required Term Lenders.

                  "RESERVE ADJUSTED EBITDA" means, for any Rolling Period and at
      any date of determination, (a) for purposes of calculating Borrower Total
      Asset Value, an amount equal to EBITDA of the Borrower and the Restricted
      Subsidiaries less (i) FF&E reserves of 4% of Total Revenues and (ii)
      management fees of 3% of Total Revenues, including any management fees
      actually paid by the Borrower or any Restricted Subsidiary that are
      deducted from EBITDA, in each case, of the Borrower and the Restricted
      Subsidiaries, and (b) for purposes of calculating Group Total Asset Value,
      an amount equal to EBITDA of the Parent Guarantor and its Subsidiaries
      less (i) FF&E reserves of 4% of Total Revenues and (ii) management fees of
      3% of Total Revenues, including any management fees actually paid by the
      Parent Guarantor or any of its Subsidiaries that are deducted from EBITDA,
      in each case, of the Parent Guarantor and its Subsidiaries, provided that,
      for purposes of any determination of Reserve Adjusted EBITDA of the Parent
      Guarantor and its Subsidiaries, amounts attributable to the operations, if
      any, of Non-Controlled Subsidiaries shall be excluded from such
      determination.

                  "RESTRICTED PAYMENT" has the meaning specified in Section
      5.02(g).

                  "RESTRICTED SUBSIDIARIES" means each Subsidiary of the
      Borrower, whether now owned or hereafter acquired, that is directly or
      indirectly controlled by the Borrower; provided, however, that Restricted
      Subsidiaries shall not include the Non-Controlled Subsidiaries, or such
      other Subsidiaries of the Borrower as to which the Required Lenders, in
      their sole and absolute discretion, have agreed in writing shall not be
      categorized as a Restricted Subsidiary. All terms, covenants and
      conditions in this Agreement imposed upon or applicable to any Restricted
      Subsidiary that is not a Loan Party shall be interpreted to be obligations
      imposed upon the parent or other Loan Party controlling such Restricted
      Subsidiary to cause compliance by such Restricted Subsidiary with such
      terms, covenants and conditions. For purposes of this definition, the
      terms "control" or "controlling" when used with reference to a Subsidiary
      means the possession, direct or indirect, of the power to direct or cause
      the direction of the management and policies of such Subsidiary, whether
      through the ownership of Voting Interests, by contract or otherwise.

                  "RESTRUCTURING" means the transfer by the Parent Guarantor to
      the Borrower, free and clear of all Liens (exclusive of Liens created
      pursuant to the Loan Documents), of all of the shares of common stock of
      Panthers BRGP Corporation, Panthers BRLP Corporation, Panthers Boca
      General Partner, Inc. and Panthers Boca Limited Partner, Inc.

                  "REVOLVING CREDIT ADVANCE" has the meaning specified in
      Section 2.01(b).

                  "REVOLVING CREDIT BORROWING" means a borrowing consisting of
      simultaneous Revolving Credit Advances of the same Type made by the
      Revolving Credit Lenders.

                  "REVOLVING CREDIT COMMITMENT" means, with respect to any
      Revolving Credit Lender at any time, the amount set forth opposite such
      Lender's name on SCHEDULE I hereto under the caption "Revolving Credit
      Commitment" or, if such Lender has entered into one or more Assignment and
      Acceptances, set forth for such Lender in the Register maintained by the
      Administrative Agent pursuant to Section 9.07(d) as such Lender's
      "Revolving Credit Commitment", as such amount may be reduced at or prior
      to such time pursuant to Section 2.05 or Section 6.01, respectively.

                                       22

<PAGE>

                  "REVOLVING CREDIT FACILITY" means, at any time, the aggregate
      amount of the Revolving Credit Lenders' Revolving Credit Commitments at
      such time.

                  "REVOLVING CREDIT LENDER" means any Lender that has a
      Revolving Credit Commitment.

                  "REVOLVING CREDIT NOTES" means the promissory notes of the
      Borrower payable to the order of any Revolving Credit Lender, which
      evidence the aggregate indebtedness of the Borrower to such Revolving
      Credit Lender resulting from the Revolving Credit Advances and Letter of
      Credit Advances made by such Lender pursuant to ARTICLE II, in
      substantially the form of EXHIBIT A-1 hereto, as such notes may be
      amended, modified, restated, supplemented, extended, renewed or replaced
      from time to time.

                  "ROLLING PERIOD" means, at any date of determination, the most
      recently completed consecutive 12 calendar month period ending on or
      immediately prior to such date.

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

                  "SARBANES-OXLEY" means the Sarbanes-Oxley Act of 2002, as
      amended.

                  "SATISFACTION AND DISCHARGE" has the meaning specified in
      Section 3.03.

                  "SECURED HEDGE AGREEMENT" means any Hedge Agreement required
      or permitted under Article V that is entered into by and between the
      Borrower and any Hedge Bank.

                  "SECURED OBLIGATIONS" has the meaning specified in Section 2
      of the Pledge Agreement.

                  "SECURED PARTIES" means the Administrative Agent, the Lead
      Arranger, the Lender Parties and the Hedge Banks.

                  "SECURITY COLLATERAL" has the meaning specified in the Pledge
      Agreement.

                  "SINGLE EMPLOYER PLAN" means a single employer plan, as
      defined in Section 4001(a)(15) of ERISA, that (a) is maintained for
      employees of any Loan Party or any ERISA Affiliate and no Person other
      than the Loan Parties and the ERISA Affiliates or (b) was so maintained
      and in respect of which any Loan Party or any ERISA Affiliate could have
      liability under Section 4069 of ERISA in the event such plan has been or
      were to be terminated.

                  "SOLVENT" and "SOLVENCY" mean, with respect to any Person on a
      particular date, that on such date (a) the fair value of the property of
      such Person is greater than the total amount of liabilities, including,
      without limitation, contingent liabilities, of such Person, (b) the
      present fair salable value of the assets of such Person is not less than
      the amount that will be required to pay the probable liability of such
      Person on its debts as they become absolute and matured, (c) such Person
      does not intend to, and does not believe that it will, incur debts or
      liabilities beyond such Person's ability to pay such debts and liabilities
      as they mature and (d) such Person is not engaged in business or a
      transaction, and is not about to engage in business or a transaction, for
      which such Person's property would constitute an unreasonably small
      capital. The amount of contingent liabilities at any time shall be
      computed as the amount that, in the light of all the facts

                                       23

<PAGE>

      and circumstances existing at such time, represents the amount that can
      reasonably be expected to become an actual or matured liability.

                  "SUBORDINATED GUARANTY" means the guaranties by the Borrower
      and its Subsidiaries of the Obligations of the Parent Guarantor under the
      Subordinated Notes pursuant to the Indenture.

                  "SUBORDINATED NOTES" means the Senior Subordinated Notes of
      the Parent Guarantor due 2009 in an original aggregate principal amount of
      $340,000,000 issued pursuant to an Indenture dated as of April 21, 1999,
      as amended by the Supplemental Indentures.

                  "SUBORDINATED OBLIGATIONS" has the meaning specified in
      Section 8.06.

                  "SUBSIDIARY" of any Person means any corporation, partnership,
      joint venture, limited liability company, trust or estate of which (or in
      which) more than 50% of (a) the issued and outstanding capital stock
      having ordinary voting power to elect a majority of the Board of Directors
      of such corporation (irrespective of whether at the time capital stock of
      any other class or classes of such corporation shall or might have voting
      power upon the occurrence of any contingency), (b) the interest in the
      capital or profits of such partnership, joint venture or limited liability
      company or (c) the beneficial interest in such trust or estate; is, in
      each case, at the time directly or indirectly owned or controlled by such
      Person, by such Person and one or more of its other Subsidiaries or by one
      or more of such Person's other Subsidiaries.

                  "SUBSIDIARY GUARANTORS" means all Restricted Subsidiaries of
      the Borrower as listed on SCHEDULE 4.01(b) hereto and each other
      Restricted Subsidiary that shall be required to execute and deliver a
      Guaranty Supplement pursuant to Section 5.01(j).

                  "SUBSIDIARY GUARANTY" means the guaranty of the Subsidiary
      Guarantors set forth in ARTICLE VIII together with each other guaranty and
      guaranty supplement delivered by a Subsidiary pursuant to Section 5.01(j),
      in each case as amended.

                  "SUPPLEMENTAL COLLATERAL AGENT" has the meaning specified in
      Section 7.01(c).

                  "SUPPLEMENTAL INDENTURES" means, collectively, that certain
      Supplemental Indenture dated as of August 31, 1999, by and among Florida
      Panthers Holdings, Inc., Causeway Bridge Property, Inc. and The Bank of
      New York; that certain Supplemental Indenture dated as of August 31, 1999,
      by and among Florida Panthers Holdings, Inc., East Bridge Mall, Inc. and
      The Bank of New York; that certain Supplemental Indenture dated as of
      August 31, 1999, by and among Florida Panthers Holdings, Inc., Biltmore
      Resort Management, Inc. and The Bank of New York; that certain
      Supplemental Indenture dated August 31, 1999 by and among Florida Panthers
      Holdings, Inc., Boca Resort Group Management, Inc. and The Bank of New
      York; that certain Supplemental Indenture dated as of September 21, 1999,
      by and among Florida Panthers Holdings, Inc., and The Bank of New York;
      that certain Supplemental Indenture by and among Florida Panthers
      Holdings, Inc., Boca Resorts, Inc., and The Bank of New York;, that
      certain Supplemental Indenture dated as of September 30, 1999, by and
      among Boca Resorts, Inc., Rahn Bahia, LLC and The Bank of New York; that
      certain Supplemental Indenture dated as of September 30, 1999, by and
      among Boca Resorts, Inc., Pelican Hill, LLC and The Bank of New York; that
      certain Supplemental Indenture dated as of September 30, 1999, by and
      among Boca Resorts, Inc., P66, LLC and The Bank of New York; that certain
      Supplemental Indenture dated as of November 15, 1999, by and among Boca
      Resorts, Inc., BRI Edgewater Management, Inc. and The Bank of New York;
      that certain Supplemental Indenture dated as of January 13, 2000, by and

                                       24

<PAGE>

      among Boca Resorts, Inc., South Florida Hospitality Provisions, Inc. and
      The Bank of New York; and that certain Supplemental Indenture dated as of
      July 12, 2001, by and among Boca Resorts, Inc., Incredible Ice, LLC and
      The Bank of New York.

                  "SURVIVING DEBT" means Debt for Borrowed Money of each of the
      Parent Guarantor, the Borrower and the Restricted Subsidiaries outstanding
      immediately before and after giving effect to the Initial Extension of
      Credit.

                  "TAX CERTIFICATE" has the meaning specified in Section
      5.03(j).

                  "TAXES" has the meaning specified in Section 2.12(a).

                  "TERM ADVANCE" has the meaning specified in Section 2.01(a).

                  "TERM BORROWING" means a borrowing consisting of simultaneous
      Term Advances of the same Type made by the Term Lenders.

                  "TERM COMMITMENT" means, with respect to any Term Lender at
      any time, the amount set forth opposite such Lender's name on SCHEDULE I
      hereto under the caption "Term Commitment" or, if such Lender has entered
      into one of more Assignment and Acceptances, set forth for such Lender in
      the Register maintained by the Administrative Agent pursuant to Section
      9.07(d) as such Lender's "Term Commitment", as such amount may be reduced
      at or prior to such time pursuant to Section 2.05 or Section 6.01,
      respectively.

                  "TERM FACILITY" means, at any time, the aggregate amount of
      the Term Lenders' Term Commitments at such time.

                  "TERM FUNDING DATE" has the meaning specified in Section
      2.01(a).

                  "TERM LENDER" means any Lender that has a Term Commitment.

                  "TERM NOTE" means a promissory note of the Borrower payable to
      the order of any Term Lender, in substantially the form of EXHIBIT A-2
      hereto, evidencing the indebtedness of the Borrower to such Lender
      resulting from the Term Advance made by such Lender, as amended.

                  "TERMINATION DATE" means (i) with respect to the Revolving
      Credit Facility, the earlier of (x) July 23, 2007, subject to the
      extension thereof pursuant to Section 2.16, and (y) the date of
      termination in whole of the Revolving Credit Commitments and the Letter of
      Credit Commitment pursuant to Section 2.05 or 6.01 and (ii) with respect
      to the Term Facility, the earliest of (A) the Term Funding Date if no Term
      Borrowing shall have been made by the Borrower on or prior to such date,
      (B) July 22, 2009 and (C) the date of termination in whole of the Term
      Commitments pursuant to Section 2.05 or 6.01.

                  "TOTAL FUNDED DEBT" shall include all Debt for Borrowed Money
      of the Parent Guarantor and the Restricted Subsidiaries, on a Consolidated
      basis.

                  "TOTAL REVENUES" means, for any Rolling Period and on a
      Consolidated basis (a) with respect to the Group Properties, the total
      revenues of such Group Properties and (b) with respect to the Borrower
      Properties, the total revenues of such Borrower Properties, in each case,
      as determined in accordance with GAAP.

                                       25

<PAGE>

                  "TRANSACTION" means the transactions contemplated by the
      Transaction Documents.

                  "TRANSACTION DOCUMENTS" means, collectively, the Loan
      Documents and the Related Documents.

                  "TRUSTEE" has the meaning specified in Section 3.03.

                  "TYPE" refers to the distinction between Advances bearing
      interest at the Base Rate and Advances bearing interest at the Eurodollar
      Rate.

                  "UNUSED REVOLVING CREDIT COMMITMENT" means, with respect to
      any Revolving Credit Lender at any time, without duplication, (a) such
      Lender's Revolving Credit Commitment at such time minus (b) the sum of (i)
      the aggregate principal amount of all Revolving Credit Advances and Letter
      of Credit Advances made by such Lender (in its capacity as a Lender) and
      outstanding at such time plus (ii) such Lender's Pro Rata Share of (A) the
      aggregate Available Amount of all Letters of Credit outstanding at such
      time and (B) the aggregate principal amount of all Letter of Credit
      Advances made by the Issuing Bank pursuant to Section 2.03(c) and
      outstanding at such time.

                  "VARIABLE RATE DEBT" has the meaning specified in Section
      5.01(o).

                  "VOTING INTERESTS" means shares of capital stock issued by a
      corporation, or equivalent Equity Interests in any other Person, the
      holders of which are ordinarily, in the absence of contingencies, entitled
      to vote for the election of directors (or persons performing similar
      functions) of such Person, even if the right so to vote has been suspended
      by the happening of such a contingency.

                  "WELFARE PLAN" means a welfare plan, as defined in Section
      3(1) of ERISA, that is maintained for employees of any Loan Party or in
      respect of which any Loan Party could have liability.

                  "WITHDRAWAL LIABILITY" has the meaning specified in Part I of
      Subtitle E of Title IV of ERISA.

      SECTION 1.02 Computation of Time Periods; Other Definitional Provisions.
In this Agreement and the other Loan Documents, in the computation of periods of
time from a specified date to a later specified date, the word "FROM" means
"from and including" and the words "TO" and "UNTIL" each mean "to but
excluding". References in the Loan Documents to any agreement or contract "AS
AMENDED" shall mean and be a reference to such agreement or contract as amended,
amended and restated, supplemented or otherwise modified from time to time in
accordance with its terms. The term "including" is not limiting and means
"including without limitation."

      SECTION 1.03 Accounting Terms. All accounting terms not specifically
defined herein shall be construed in accordance with generally accepted
accounting principles consistent with those applied in the preparation of the
financial statements referred to in Section 4.01(f) ("GAAP").

                                       26

<PAGE>

                                   ARTICLE II

                        AMOUNTS AND TERMS OF THE ADVANCES
                            AND THE LETTERS OF CREDIT

      SECTION 2.01 The Advances and the Letters of Credit. (a) The Term
Advances. Each Term Lender severally agrees, on the terms and conditions
hereinafter set forth, including the satisfaction of the conditions precedent
set forth in Section 3.02, Section 3.03 and Section 3.04, to make a single
advance (a "TERM ADVANCE") to the Borrower on any Business Day on or prior to
September 10, 2004 (the "TERM FUNDING DATE") in an amount not to exceed such
Lender's Term Commitment at such time. The Term Borrowing shall consist of Term
Advances made simultaneously by the Term Lenders ratably according to their Term
Commitments. Amounts borrowed under this Section 2.01(a) and repaid or prepaid
may not be reborrowed.

            (b) The Revolving Credit Advances. Each Revolving Credit Lender
severally agrees, on the terms and conditions hereinafter set forth, including
the satisfaction of the conditions precedent set forth in Section 3.02 and
Section 3.04, to make advances (each, a "REVOLVING CREDIT ADVANCE") to the
Borrower from time to time on any Business Day during the period from the
Closing Date until 90 days prior to the Termination Date in respect of the
Revolving Credit Facility in an amount for each such Advance not to exceed such
Lender's Unused Revolving Credit Commitment at such time. Each Revolving Credit
Borrowing shall be in an aggregate amount of $5,000,000 or an integral multiple
of $250,000 in excess thereof (other than a Borrowing the proceeds of which
shall be used solely to repay or prepay in full outstanding Letter of Credit
Advances) and shall consist of Revolving Credit Advances made simultaneously by
the Revolving Credit Lenders in proportion to their Pro Rata Shares. Within the
limits of each Revolving Credit Lender's Unused Revolving Credit Commitment in
effect from time to time, the Borrower may borrow under this Section 2.01(b),
prepay pursuant to Section 2.06(a) and reborrow under this Section 2.01(b).

            (c) The Letters of Credit. The Issuing Bank agrees, on the terms and
conditions hereinafter set forth, to issue (or cause its Affiliate that is
commercial bank to issue) standby letters of credit (the "LETTERS OF CREDIT")
for the account of the Borrower from time to time on any Business Day during the
period from the Closing Date until 60 days before the Termination Date in
respect of the Revolving Credit Facility in an aggregate Available Amount (i)
for all Letters of Credit issued by the Issuing Bank not to exceed at any time
the Letter of Credit Facility at such time and (ii) for each such Letter of
Credit not to exceed an amount equal to the Unused Revolving Credit Commitments
of the Revolving Credit Lenders at such time. No Letter of Credit shall have an
expiration date later than the earlier of one year after the date of issuance
thereof and the 30th day before the Termination Date in respect of the Revolving
Credit Facility; provided, however, that the expiration date of any Letter of
Credit may be automatically extended for periods of up to one year but not later
than the 30th Business Day before the Termination Date in respect of the
Revolving Credit Facility. Within the limits of the Letter of Credit Facility,
the Borrower may request the issuance of Letters of Credit under this Section
2.01(c) in amounts no less than $250,000 for each such Letter of Credit or such
lesser amount as agreed to by the Issuing Bank, repay any Letter of Credit
Advances resulting from drawings under Letters of Credit pursuant to Section
2.03(c), and request the issuance of additional Letters of Credit under this
Section 2.01(c), subject to the foregoing limitations.

      SECTION 2.02 Making the Advances. (a) Except as otherwise provided in
Section 2.02(b) or 2.03, each Borrowing shall be made on notice, given not later
than 11:00 A.M. (New York City time) on the third Business Day prior to the date
of the proposed Borrowing by the Borrower to the Administrative Agent, which
shall give to each Appropriate Lender prompt notice thereof by telex or
telecopier. Each such notice of a Borrowing (a "NOTICE OF BORROWING") shall be
by telephone, confirmed immediately in

                                       27

<PAGE>

writing, or electronic mail (containing the Notice of Borrowing as an electronic
attachment containing a hand-written signature, confirmed immediately by
telephone or telecopier) or telecopier, in substantially the form of EXHIBIT B-1
hereto, specifying therein the requested (i) date of such Borrowing, (ii)
Facility under which such Borrowing is to be made, (iii) Type of Advance
comprising such Borrowing, (iv) aggregate amount of such Borrowing and (v) in
the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest
Period for each such Advance. Each Appropriate Lender shall, before 11:00 A.M.
(New York City time) on the date of such Borrowing, make available for the
account of its Applicable Lending Office to the Administrative Agent at the
Administrative Agent's Account, in same day funds, such Lender's ratable portion
of such Borrowing in accordance with the respective Commitments under the
applicable Facility of such Lender and the other Appropriate Lenders. After the
Administrative Agent's receipt of such funds and upon fulfillment of the
applicable conditions set forth in Article III, the Administrative Agent will
make such funds available to the Borrower by crediting the Borrower's Account;
provided, however, that, in the case of any Revolving Credit Borrowing, the
Administrative Agent shall first apply such funds to prepay ratably the
aggregate principal amount of any Letter of Credit Advances outstanding at such
time, together with interest accrued and unpaid thereon to and as of such date.

            (b) Anything in subsection (a) above to the contrary
notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for
the initial Borrowing hereunder or for any Borrowing if the aggregate amount of
such Borrowing is less than $5,000,000 or if the obligation of the Appropriate
Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to
Section 2.09 or 2.10 and (ii) the Term Advances and the Revolving Credit
Advances may not be outstanding as part of more than eight separate Borrowings.

            (c) Each Notice of Borrowing shall be irrevocable and binding on the
Borrower. In the case of any Borrowing that the related Notice of Borrowing
specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall
indemnify each Appropriate Lender against any loss, cost or expense incurred by
such Lender as a result of any failure to fulfill on or before the date
specified in such Notice of Borrowing for such Borrowing the applicable
conditions set forth in Article III, including, without limitation, any loss
(including loss of anticipated profits), cost or expense incurred by reason of
the liquidation or reemployment of deposits or other funds acquired by such
Lender to fund the Advance to be made by such Lender as part of such Borrowing
when such Advance, as a result of such failure, is not made on such date.

            (d) Unless the Administrative Agent shall have received notice from
an Appropriate Lender prior to the date of any Borrowing under a Facility under
which such Lender has a Commitment that such Lender will not make available to
the Administrative Agent such Lender's ratable portion of such Borrowing, the
Administrative Agent may assume that such Lender has made such portion available
to the Administrative Agent on the date of such Borrowing in accordance with
subsection (a) of this Section 2.02 and the Administrative Agent may, in
reliance upon such assumption, make available to the Borrower on such date a
corresponding amount. If and to the extent that such Lender shall not have so
made such ratable portion available to the Administrative Agent, such Lender and
the Borrower severally agree to repay or pay to the Administrative Agent
forthwith on demand such corresponding amount and to pay interest thereon, for
each day from the date such amount is made available to the Borrower until the
date such amount is repaid or paid to the Administrative Agent, at (i) in the
case of the Borrower, the interest rate applicable at such time under Section
2.07 to Advances comprising such Borrowing and (ii) in the case of such Lender,
the Federal Funds Rate. If such Lender shall pay to the Administrative Agent
such corresponding amount, such amount so paid shall constitute such Lender's
Advance as part of such Borrowing for all purposes.

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<PAGE>

            (e) The failure of any Lender to make the Advance to be made by it
as part of any Borrowing shall not relieve any other Lender of its obligation,
if any, hereunder to make its Advance on the date of such Borrowing, but no
Lender shall be responsible for the failure of any other Lender to make the
Advance to be made by such other Lender on the date of any Borrowing.

      SECTION 2.03 Issuance of and Drawings and Reimbursement Under Letters of
Credit. (a) Request for Issuance. Each Letter of Credit shall be issued upon
submission by the Borrower of a request for an issuance of a Letter of Credit (a
"LETTER OF CREDIT REQUEST") in the form of EXHIBIT B-2 hereto given to the
Issuing Bank (with a copy to the Administrative Agent), not later than 11:00
A.M. (New York City time) on the third Business Day (or such shorter period
agreed to by the Issuing Bank) prior to the proposed date of issuance of such
Letter of Credit. Each Letter of Credit Request shall be by telecopier,
specifying therein the requested (i) date of such issuance (which shall be a
Business Day), (ii) Available Amount of such Letter of Credit, (iii) expiration
date of such Letter of Credit, (iv) name and address of the beneficiary of such
Letter of Credit and (v) form of such Letter of Credit. If so required by the
Issuing Bank, each Letter of Credit Request shall be accompanied by the Issuing
Bank's standard form of application and agreement for Letters of Credit (a
"LETTER OF CREDIT AGREEMENT"), provided that in the event of any inconsistency
between the terms of such Letter of Credit Agreement and the terms of this
Agreement, the terms of this Agreement shall govern and control. If (x) the
requested form of such Letter of Credit is acceptable to the Issuing Bank in its
reasonable discretion and (y) it has not received notice of objection to such
issuance from Lenders holding at least 51% of the Revolving Credit Commitments,
the Issuing Bank will, upon the fulfillment of the applicable conditions set
forth in Article III, issue such Letter of Credit. All Letters of Credit shall
be denominated in U.S. dollars and shall be issued on a sight basis only. In the
event and to the extent that the provisions of any Letter of Credit Agreement
shall conflict with this Agreement, the provisions of this Agreement will
govern.

            (b) Letter of Credit Reports. Promptly after the issuance or
amendment of any Letter of Credit the Issuing Bank shall notify the Borrower and
the Administrative Agent, in writing, of such issuance or amendment and such
notice shall be accompanied by a copy of such issuance or amendment. Upon
receipt of such notice, the Administrative Agent shall promptly notify each
Lender, in writing, of such issuance or amendment and if so requested by a
Lender, the Administrative Agent shall provide such Lender with copies of such
issuance or amendment. The Issuing Bank shall furnish to the Administrative
Agent (unless the Issuing Bank shall be the Administrative Agent) by facsimile
on the first Business Day of each month, a written report summarizing the
aggregate daily Available Amounts for Letters of Credit during the preceding
month.

            (c) Letter of Credit Participations; Drawing and Reimbursement. (i)
Immediately upon the issuance by the Issuing Bank of any Letter of Credit, the
Issuing Bank shall be deemed to have sold and transferred to each Revolving
Credit Lender, and each Revolving Credit Lender (in its capacity under this
Section 2.03(c), a "PARTICIPANT") shall be deemed irrevocably and
unconditionally to have purchased and received from the Issuing Bank, without
recourse or warranty, an undivided interest and participation in such Letter of
Credit, to the extent of such Participant's Pro Rata Share of the Available
Amount of such Letter of Credit, each drawing or payment made thereunder and the
obligations of the Borrower under this Agreement with respect thereto, and any
security therefor or guaranty pertaining thereto. Upon any change in the
Revolving Credit Commitments or the Revolving Credit Lenders' respective Pro
Rata Shares pursuant to Section 9.07, it is hereby agreed that, with respect to
all outstanding Letters of Credit and unpaid drawings relating thereto, there
shall be an automatic adjustment to the participations pursuant to this Section
2.03(c) to reflect the new Pro Rata Shares of the assignor and assignee
Revolving Credit Lenders, as the case may be.

            (ii) In determining whether to pay under any Letter of Credit, the
Issuing Bank shall not have any obligation with respect to the other Revolving
Credit Lenders other than to confirm that any

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<PAGE>

documents required to be delivered under such Letter of Credit appear to have
been delivered and that they appear to substantially comply on their face with
the requirements of such Letter of Credit. Any action taken or omitted to be
taken by the Issuing Bank under or in connection with any Letter of Credit
issued by it shall not create for the Issuing Bank any resulting liability to
the Borrower, any other Loan Party, any Revolving Credit Lender or any other
Person unless such action is taken or omitted to be taken with gross negligence
or willful misconduct on the part of the Issuing Bank (as determined by a court
of competent jurisdiction in a final non-appealable judgment).

            (iii) The payment by the Issuing Bank of a draft drawn under any
Letter of Credit shall constitute for all purposes of this Agreement the making
by the Issuing Bank of a Letter of Credit Advance, which shall be a Base Rate
Advance, in the amount of such draft. In the event that the Issuing Bank makes
any payment under any Letter of Credit issued by it and the Borrower shall not
have reimbursed such amount in full to the Issuing Bank pursuant to Section
2.04(c), the Issuing Bank shall promptly notify the Administrative Agent, which
shall promptly notify each Participant of such failure, and each Participant
shall promptly and unconditionally pay to the Administrative Agent for the
account of the Issuing Bank the amount of such Participant's Pro Rata Share of
such unreimbursed payment in U.S. dollars and in same day funds. Upon such
notification by the Administrative Agent to any Participant required to fund a
payment under a Letter of Credit, such Participant shall make available to the
Administrative Agent for the account of the Issuing Bank such Participant's Pro
Rata Share of the amount of such payment in same day funds (x) if notified prior
to 11:00 A.M. (New York time) on any Business Day, on such Business Day, and (y)
if notified at or after 11:00 A.M. (New York time) on any Business Day, on the
following Business Day. If such Participant shall pay to the Administrative
Agent such amount for the account of the Issuing Bank on any Business Day, such
amount so paid in respect of principal shall constitute a Letter of Credit
Advance made by such Participant on such Business Day for purposes of this
Agreement, and the outstanding principal amount of the Letter of Credit Advance
made by the Issuing Bank shall be reduced by such amount on such Business Day.
If and to the extent such Participant shall not have so made its Pro Rata Share
of the amount of such payment available to the Administrative Agent, such
Participant agrees to pay to the Administrative Agent for the account of the
Issuing Bank, forthwith on demand such amount, together with interest thereon,
for each day from such date until the date such amount is paid to the
Administrative Agent at the Federal Funds Rate. The failure of any Participant
to make available to the Administrative Agent for the account of the Issuing
Bank its Pro Rata Share of any payment under any Letter of Credit shall not
relieve any other Participant of its obligation hereunder to make available to
the Administrative Agent for the account of the Issuing Bank its Pro Rata Share
of any payment under any Letter of Credit on the date required, as specified
above, but no Participant shall be responsible for the failure of any other
Participant to make available to the Administrative Agent such other
Participant's Pro Rata Share of any such payment.

            (iv) Whenever the Issuing Bank receives a payment of a reimbursement
obligation as to which it has received any payments from the Participants
pursuant to clause (iii) above, the Issuing Bank shall pay to the Administrative
Agent for the account of each such Participant that has paid its Pro Rata Share
thereof, in same day funds, an amount equal to such Participant's share (based
upon the proportionate aggregate amount originally funded by such Participant to
the aggregate amount funded by all Participants) of the principal amount of such
reimbursement obligation and interest thereon accruing after the purchase of the
respective participations.

            (v) Upon the request of any Participant, the Issuing Bank shall
furnish to such Participant copies of any standby Letter of Credit issued by it
and such other documentation as may reasonably be requested by such Participant.

      SECTION 2.04 Repayment of Advances. (a) Term Advances. The Borrower shall
repay to the Administrative Agent for the ratable account of the Term Lenders
the aggregate outstanding principal

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<PAGE>

amount of the Term Advances on the following dates in the amounts indicated
(which amounts shall be reduced as a result of the application of prepayments in
accordance with Section 2.06):

<TABLE>
<CAPTION>
       Date                        Amount
       ----                        ------
<S>                              <C>
September 30, 2007               $2,500,000
December 31, 2007                $2,500,000
March 31, 2008                   $2,500,000
June 30, 2008                    $2,500,000
September 30, 2008               $2,500,000
December 31, 2008                $2,500,000
March 31, 2009                   $2,500,000
June 30, 2009                    $2,500,000;
</TABLE>

provided, however, that the final principal installment shall be repaid on the
Termination Date in respect of the Term Facility and in any event shall be in an
amount equal to the aggregate principal amount of the Term Advances outstanding
on such date.

            (b) Revolving Credit Advances. The Borrower shall repay to the
Administrative Agent for the account of the Revolving Credit Lenders' Pro Rata
Shares on the Termination Date the aggregate principal amount of the Revolving
Credit Advances then outstanding, together with all accrued interest and any
other sums outstanding under the Loan Documents.

            (c) Letter of Credit Advances. (i) The Borrower shall repay to the
Administrative Agent for the account of the Issuing Bank and each other
Revolving Credit Lender that has made a Letter of Credit Advance on the earlier
of demand and the Termination Date in respect of the Revolving Credit Facility
the outstanding principal amount of each Letter of Credit Advance made by each
of them.

            (ii) The Obligations of the Borrower under this Agreement, any
Letter of Credit Agreement and any other agreement or instrument relating to any
Letter of Credit, and the obligations of the Participants to make payments to
the Administrative Agent for the account of the Issuing Bank in respect of
Letters of Credit, shall be unconditional and irrevocable, and shall be paid
strictly in accordance with the terms of this Agreement, such Letter of Credit
Agreement and such other agreement or instrument under all circumstances,
including, without limitation, the following circumstances:

            (A) any lack of validity or enforceability of any Loan Document, any
      Letter of Credit Agreement, any Letter of Credit or any other agreement or
      instrument relating thereto (all of the foregoing being, collectively, the
      "L/C RELATED DOCUMENTS");

            (B) any change in the time, manner or place of payment of, or in any
      other term of, all or any of the Obligations of the Borrower in respect of
      any L/C Related Document or any other amendment or waiver of or any
      consent to departure from all or any of the L/C Related Documents;

            (C) the existence of any claim, set-off, defense or other right that
      the Borrower may have at any time against any beneficiary or any
      transferee of a Letter of Credit (or any Persons for which any such
      beneficiary or any such transferee may be acting), the Issuing Bank or any
      other Person, whether in connection with the transactions contemplated by
      the L/C Related Documents or any unrelated transaction;

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<PAGE>

            (D) any statement or any other document presented under a 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;

            (E) payment by the Issuing Bank under a Letter of Credit against
      presentation of a draft, certificate or other document that does not
      strictly comply with the terms of such Letter of Credit;

            (F) any exchange, release or non-perfection of any Collateral or
      other collateral, or any release or amendment or waiver of or consent to
      departure from the Guaranties or any other guarantee, for all or any of
      the Obligations of the Borrower in respect of the L/C Related Documents;
      or

            (G) any other circumstance or happening whatsoever, whether or not
      similar to any of the foregoing, including, without limitation, any other
      circumstance that might otherwise constitute a defense available to, or a
      discharge of, the Borrower or a guarantor.

      SECTION 2.05 Termination or Reduction of the Commitments. (a) Optional.
The Borrower may, upon at least five Business Days' notice to the Administrative
Agent, terminate in whole or reduce in part the unused portions of the Term
Commitments and the Letter of Credit Facility and the Unused Revolving Credit
Commitments; provided, however, that each partial reduction of a Facility (i)
shall be in an aggregate amount of $5,000,000 ($1,000,000 in the case of the
Letter of Credit Facility) or an integral multiple of $1,000,000 in excess
thereof and (ii) shall be made ratably among the Appropriate Lenders in
accordance with their Commitments with respect to such Facility.

            (b) Mandatory. (i) From time to time upon each repayment or
prepayment of the Term Advances, the aggregate Term Commitments of the Term
Lenders shall be automatically and permanently reduced, on a pro rata basis, by
an amount equal to the amount by which the aggregate Term Commitments
immediately prior to such reduction exceed the aggregate unpaid principal amount
of the Term Advances then outstanding (after giving effect to any such repayment
or prepayment thereof).

            (ii) The Letter of Credit Facility shall be permanently reduced from
time to time on the date of each reduction in the Revolving Credit Facility by
the amount, if any, by which the amount of the Letter of Credit Facility exceeds
the Revolving Credit Facility after giving effect to such reduction of the
Revolving Credit Facility.

      SECTION 2.06 Prepayments. (a) Optional. The Borrower may, upon at least
three Business Days' prior written notice to the Administrative Agent (received
not later than 12:00 Noon (New York City time), stating the proposed date and
aggregate principal amount of the prepayment, the Type of Borrowing being
prepaid (and whether such Borrowing is a Term Borrowing or a Revolving Credit
Borrowing), and if such notice is given the Borrower shall, prepay the
outstanding aggregate principal amount stated in such notice of the Advances
comprising part of the Borrowing specified in such notice (in whole or ratably
in part), together with accrued interest to the date of such prepayment on the
aggregate principal amount prepaid; provided, however, that (x) each partial
prepayment shall be in an aggregate principal amount of $2,000,000 or an
integral multiple of $250,000 in excess thereof and (y) if any prepayment of a
Eurodollar Rate Advance is made on a date other than the last day of an Interest
Period for such Advance, the Borrower shall also pay amounts owing pursuant to
Section 9.04(c). Each such prepayment of the Term Facility shall be applied pro
rata to the installments thereof.

            (b) Mandatory Prepayment of the Advances. (i) The Borrower shall, on
each Business Day, prepay an aggregate principal amount of the Revolving Credit
Advances comprising part

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of the same Borrowings and, to the extent there are no further outstanding
Revolving Credit Advances, deposit an amount in the L/C Cash Collateral Account
equal to the amount by which (A) the sum of (x) the aggregate principal amount
of the Revolving Credit Advances then outstanding plus (y) the aggregate
principal amount of Letter of Credit Advances then outstanding plus (z) the
aggregate Available Amount of all Letters of Credit then outstanding exceeds (B)
the Revolving Credit Facility on such Business Day.

            (ii) The Borrower shall, on each Business Day, pay to the
Administrative Agent for deposit in the L/C Cash Collateral Account an amount
sufficient to cause the aggregate amount on deposit in the L/C Cash Collateral
Account to equal the amount by which the aggregate Available Amount of all
Letters of Credit then outstanding exceeds the Letter of Credit Facility on such
Business Day.

            (iii) Prepayments of the Revolving Credit Facility made pursuant to
clauses (i) or (ii) above shall be first applied to prepay Letter of Credit
Advances then outstanding until such Advances are paid in full, second applied
to prepay Revolving Credit Advances then outstanding comprising part of the same
Borrowings until such Advances are paid in full and third deposited in the L/C
Cash Collateral Account to cash collateralize 100% of the Available Amount of
the Letters of Credit then outstanding. Upon the drawing of any Letter of Credit
for which funds are on deposit in the L/C Cash Collateral Account, such funds
shall be applied to reimburse the Issuing Bank or Revolving Credit Lenders, as
applicable.

            (c) Payments with Interest. All prepayments under subsections (b)
and (c) above shall be made together with (i) accrued interest to the date of
such prepayment on the principal amount prepaid, and (ii) if any payment of a
Eurodollar Rate Advance shall be made other than on the last day of an Interest
Period therefor, any amounts owing pursuant to Section 9.04(c).

      SECTION 2.07 Interest. (a) Scheduled Interest. The Borrower shall pay
interest on the unpaid principal amount of each Advance owing to each Lender
from the date of such Advance until such principal amount shall be paid in full,
at the following rates per annum:

            (i) Base Rate Advances. During such periods as such Advance is a
      Base Rate Advance, a rate per annum equal at all times to the sum of the
      Base Rate in effect from time to time plus the Applicable Margin, payable
      in arrears monthly on the first day of each month during such periods and
      on the date such Base Rate Advance shall be Converted or paid in full.

            (ii) Eurodollar Rate Advances. During such periods as such Advance
      is a Eurodollar Rate Advance, a rate per annum equal at all times during
      each Interest Period for such Advance to the sum of the Eurodollar Rate
      for such Interest Period for such Advance plus the Applicable Margin,
      payable in arrears on the last day of such Interest Period and, if such
      Interest Period has a duration of more than three months, on each day that
      occurs during such Interest Period every three months from the first day
      of such Interest Period and on the date such Eurodollar Rate Advance shall
      be Converted or paid in full.

            (b) Default Interest. Upon the occurrence and during the continuance
of any Default, the Administrative Agent may, and upon the request of the
Required Lenders shall, require that the Borrower pay interest ("DEFAULT
INTEREST") on (i) the unpaid principal amount of each Advance owing to each
Lender Party, payable in arrears on the dates referred to in clause (i) or (ii)
of Section 2.07(a), as applicable, and on demand, at a rate per annum equal at
all times to 2% per annum above the rate per annum required to be paid on such
Advance pursuant to clause (i) or (ii) of Section 2.07(a), as applicable, and
(ii) to the fullest extent permitted by applicable law, the amount of any
interest, fee or other expense reimbursement payable under this Agreement or any
other Loan Document to the Administrative Agent or any Lender Party that is not
paid when due, from the date such amount shall be due until such amount

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<PAGE>

shall be paid in full, payable in arrears on the date such amount shall be paid
in full and on demand, at a rate per annum equal at all times to 2% per annum
above the rate per annum required to be paid, in the case of interest, on the
Type of Advance on which such interest has accrued pursuant to clause (i) or
(ii) of Section 2.07(a), as applicable, and, in all other cases, on Base Rate
Advances pursuant to clause (i) of Section 2.07(a); provided, however, that
following the acceleration of the Advances, or the giving of notice by the
Administrative Agent to accelerate the Advances, pursuant to Section 6.01,
Default Interest shall accrue and be payable hereunder whether or not previously
required by the Administrative Agent or the Required Lenders.

            (c) Notice of Interest Period and Interest Rate. Promptly after
receipt of a Notice of Borrowing pursuant to Section 2.02(a), a notice of
Conversion pursuant to Section 2.09 or a notice of selection of an Interest
Period pursuant to the terms of the definition of "Interest Period", the
Administrative Agent shall give notice to the Borrower and each Appropriate
Lender of the applicable Interest Period and the applicable interest rate
determined by the Administrative Agent for purposes of clause (a)(i) or (a)(ii)
above.

      SECTION 2.08 Fees. (a) Unused Commitment Fee. The Borrower shall pay to
the Administrative Agent for the account of the Lenders an unused commitment
fee, from the date hereof in the case of each Initial Lender and from the
effective date specified in the Assignment and Acceptance pursuant to which it
became a Lender in the case of each other Lender, in each case until the
Termination Date, payable in arrears monthly on the last day of each month,
commencing July 31, 2004, and on the Termination Date in respect of the
Revolving Credit Facility, at the rate of 0.40% per annum or, if the average
daily Unused Revolving Credit Commitment for such period exceeds 50% of the
Revolving Credit Facility at the date of determination, 0.30% per annum on the
average daily Unused Revolving Credit Commitment of each Appropriate Lender
during such month; provided, however, that any unused commitment fee accrued
with respect to any of the Commitments of a Defaulting Lender during the period
prior to the time such Lender became a Defaulting Lender and unpaid at such time
shall not be payable by the Borrower so long as such Lender shall be a
Defaulting Lender except to the extent that such unused commitment fee shall
otherwise have been due and payable by the Borrower prior to such time; and
provided further that no unused commitment fee shall accrue on any of the
Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting
Lender.

            (b) Letter of Credit Fees, Etc. (i) The Borrower shall pay to the
Administrative Agent for the account of each Revolving Credit Lender a
commission, payable quarterly in arrears on the last day of each March, June,
September and December, commencing September 30, 2004, and on the Termination
Date, on such Revolving Credit Lender's Pro Rata Share of the average daily
aggregate Available Amount during such quarter of all Letters of Credit
outstanding from time to time at a rate per annum equal to the Applicable Margin
times the daily maximum amount that is, or at any time thereafter may become,
available to be drawn under such Letter of Credit (whether or not such maximum
amount is then in effect under such Letter of Credit). Upon the occurrence and
during the continuance of any Event of Default, the amount of commission payable
by the Borrower under this clause (b)(i) shall be increased by 2% per annum.

            (ii) The Borrower shall pay to the Issuing Bank, for its own
account, a fronting fee in respect of each Letter of Credit issued by it,
payable quarterly in arrears on the last Business Day of each March, June,
September and December, commencing September 30, 2004, and ending on the
Termination Date on the daily aggregate Available Amount at the rate of 0.125%
per annum. In addition, the Borrower shall pay to the Issuing Bank, for its own
account, the Issuing Bank's standard charges with respect to the issuance of,
amendment to, payment under and transfer of Letters of Credit and such other
fees related to Letters of Credit including but not limited to postage, courier
and legal expenses.

                                       34

<PAGE>

            (c) Fees to the Administrative Agent. The Borrower shall pay to the
Administrative Agent the fees in the amounts and on the dates set forth in the
Fee Letter.

      SECTION 2.09 Conversion of Advances. (a) Optional. The Borrower may on any
Business Day, upon notice given to the Administrative Agent not later than 11:00
A.M. (New York City time) on the third Business Day prior to the date of the
proposed Conversion and subject to the provisions of Sections 2.07 and 2.10,
Convert all or any portion of the Advances of one Type comprising the same
Borrowing into Advances of the other Type; provided, however, that (w) if any
Conversion of Eurodollar Rate Advances into Base Rate Advances is made other
than on the last day of an Interest Period for such Eurodollar Rate Advances,
the Borrower shall also pay any amounts owing pursuant to Section 9.04(c), (x)
any Conversion of Base Rate Advances into Eurodollar Rate Advances shall be in
an amount not less than the minimum amount specified in Section 2.02(c), (y) no
Conversion of any Advances shall result in more separate Borrowings than
permitted under Section 2.02(c) and (z) each Conversion of Advances comprising
part of the same Borrowing under any Facility shall be made ratably among the
Appropriate Lenders in accordance with their Commitments under such Facility.
Each such notice of Conversion shall, within the restrictions specified above,
specify (i) the date of such Conversion, (ii) the Advances to be Converted and
(iii) if such Conversion is into Eurodollar Rate Advances, the duration of the
initial Interest Period for such Advances. Each notice of Conversion shall be
irrevocable and binding on the Borrower.

            (b) Mandatory. (i) On the date on which the aggregate unpaid
principal amount of Eurodollar Rate Advances comprising any Borrowing shall be
reduced, by payment or prepayment or otherwise, to less than $5,000,000, such
Advances shall automatically Convert into Base Rate Advances.

            (ii) If the Borrower shall fail to select the duration of any
Interest Period for any Eurodollar Rate Advances in accordance with the
provisions contained in the definition of "Interest Period" in Section 1.01, the
Administrative Agent will forthwith so notify the Borrower and the Appropriate
Lenders, whereupon each such Eurodollar Rate Advance will automatically, on the
last day of the then existing Interest Period therefor, Convert into a new
Eurodollar Rate Advance with an Interest Period of one month unless the
Administrative Agent has received notice from the Borrower not less than three
days prior to the last day of the then existing Interest Period.

            (iii) Upon the occurrence and during the continuance of any Event of
Default and upon notice from the Administrative Agent to the Borrower, (x) each
Eurodollar Rate Advance will automatically, on the last day of the then existing
Interest Period therefor (or immediately at the option of the Administrative
Agent and subject to Section 9.04(c)), Convert into a Base Rate Advance and (y)
the obligation of the Lenders to make, or to Convert Advances into, Eurodollar
Rate Advances shall be suspended.

      SECTION 2.10 Increased Costs, Etc. (a) If, due to either (i) the
introduction of or any change in or in the interpretation of any law or
regulation or (ii) the compliance with any guideline or request from any central
bank or other governmental authority (whether or not having the force of law),
there shall be any increase in the cost to any Lender Party of agreeing to make
or of making, funding or maintaining Eurodollar Rate Advances or of agreeing to
issue or of issuing or maintaining or participating in Letters of Credit or of
agreeing to make or of making or maintaining Letter of Credit Advances
(excluding, for purposes of this Section 2.10, any such increased costs
resulting from (x) Taxes or Other Taxes (as to which Section 2.12 shall govern)
and (y) changes in the basis of taxation of overall net income or overall gross
income by the United States or by the foreign jurisdiction or state under the
laws of which such Lender Party is organized or has its Applicable Lending
Office or any political subdivision thereof), then the Borrower shall from time
to time, upon demand by such Lender Party (with a copy of such demand to the
Administrative Agent), pay to the Administrative Agent for the account of such
Lender Party

                                       35

<PAGE>

additional amounts sufficient to compensate such Lender Party for such increased
cost; provided, however, that a Lender Party claiming additional amounts under
this Section 2.09(a) agrees to use reasonable efforts (consistent with its
internal policy and legal and regulatory restrictions) to designate a different
Applicable Lending Office if the making of such a designation would avoid the
need for, or reduce the amount of, such increased cost that may thereafter
accrue and would not, in the reasonable judgment of such Lender Party, be
otherwise disadvantageous to such Lender Party. A certificate as to the amount
of such increased cost, submitted to the Borrower by such Lender Party, shall be
conclusive and binding for all purposes, absent manifest error.

            (b) If any Lender Party determines that compliance with any law or
regulation or any guideline or request from any central bank or other
governmental authority (whether or not having the force of law) affects or would
affect the amount of capital required or expected to be maintained by such
Lender Party or any corporation controlling such Lender Party and that the
amount of such capital is increased by or based upon the existence of such
Lender Party's commitment to lend or to issue or participate in Letters of
Credit hereunder and other commitments of such type or the issuance or
maintenance of or participation in the Letters of Credit (or similar contingent
obligations), then, upon demand by such Lender Party or such corporation (with a
copy of such demand to the Administrative Agent), the Borrower shall pay to the
Administrative Agent for the account of such Lender Party, from time to time as
specified by such Lender Party, additional amounts sufficient to compensate such
Lender Party in the light of such circumstances, to the extent that such Lender
Party reasonably determines such increase in capital to be allocable to the
existence of such Lender Party's commitment to lend or to issue or participate
in Letters of Credit hereunder or to the issuance or maintenance of or
participation in any Letters of Credit. A certificate as to such amounts
submitted to the Borrower by such Lender Party shall be conclusive and binding
for all purposes, absent manifest error.

            (c) If, with respect to any Eurodollar Rate Advances under any
Facility, Lenders owed at least 50% of the then aggregate unpaid principal
amount thereof notify the Administrative Agent that the Eurodollar Rate for any
Interest Period for such Advances will not adequately reflect the cost to such
Lenders of making, funding or maintaining their Eurodollar Rate Advances for
such Interest Period, the Administrative Agent shall forthwith so notify the
Borrower and the Appropriate Lenders, whereupon (i) each such Eurodollar Rate
Advance under such Facility will automatically, on the last day of the then
existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the
obligation of the Appropriate Lenders to make, or to Convert Advances into,
Eurodollar Rate Advances shall be suspended until the Administrative Agent shall
notify the Borrower that such Lenders have determined that the circumstances
causing such suspension no longer exist.

            (d) Notwithstanding any other provision of this Agreement, if the
introduction of or any change in or in the interpretation of any law or
regulation shall make it unlawful, or any central bank or other governmental
authority shall assert that it is unlawful, for any Lender or its Eurodollar
Lending Office to perform its obligations hereunder to make Eurodollar Rate
Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder,
then, on notice thereof and demand therefor by such Lender to the Borrower
through the Administrative Agent, (i) each Eurodollar Rate Advance under each
Facility under which such Lender has a Commitment will automatically, upon such
demand, Convert into a Base Rate Advance and (ii) the obligation of the
Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate
Advances shall be suspended until the Administrative Agent shall notify the
Borrower that such Lender has determined that the circumstances causing such
suspension no longer exist; provided, however, that, before making any such
demand, such Lender agrees to use reasonable efforts (consistent with its
internal policy and legal and regulatory restrictions) to designate a different
Eurodollar Lending Office if the making of such a designation would allow such
Lender or its Eurodollar Lending Office to continue to perform its obligations
to make Eurodollar Rate Advances or to continue to

                                       36

<PAGE>

fund or maintain Eurodollar Rate Advances and would not, in the judgment of such
Lender, be otherwise disadvantageous to such Lender.

      SECTION 2.11 Payments and Computations. (a) The Borrower shall make each
payment hereunder and under the Notes, irrespective of any right of counterclaim
or set-off (except as otherwise provided in Section 2.15), not later than 12:00
Noon (New York City time) on the day when due in U.S. dollars to the
Administrative Agent at the Administrative Agent's Account in same day funds,
with payments being received by the Administrative Agent after such time being
deemed to have been received on the next succeeding Business Day. The
Administrative Agent will promptly thereafter cause like funds to be distributed
(i) if such payment by the Borrower is in respect of principal, interest, unused
commitment fees or any other Obligation then payable hereunder and under the
Notes to more than one Lender Party, to such Lender Parties for the account of
their respective Applicable Lending Offices ratably in accordance with the
amounts of such respective Obligations then payable to such Lender Parties and
(ii) if such payment by the Borrower is in respect of any Obligation then
payable hereunder to one Lender Party, to such Lender Party for the account of
its Applicable Lending Office, in each case to be applied in accordance with the
terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and
recording of the information contained therein in the Register pursuant to
Section 9.07(d), from and after the effective date of such Assignment and
Acceptance, the Administrative Agent shall make all payments hereunder and under
the Notes in respect of the interest assigned thereby to the Lender Party
assignee thereunder, and the parties to such Assignment and Acceptance shall
make all appropriate adjustments in such payments for periods prior to such
effective date directly between themselves.

            (b) If the Administrative Agent receives funds for application to
the Obligations under the Loan Documents under circumstances for which the Loan
Documents do not specify the Advances or the manner in which such funds are to
be applied, the Administrative Agent may, but shall not be obligated to, elect
to distribute such funds to each Lender Party ratably in accordance with the
amount of the Obligations then payable to such Lender Party, in repayment or
prepayment of such of the outstanding Advances or other Obligations owed to such
Lender Party, and for application to such principal installments, as the
Administrative Agent shall direct.

            (c) All computations of interest and of fees and Letter of Credit
commissions shall be made by the Administrative Agent on the basis of a year of
360 days, in all cases for the actual number of days (including the first day
but excluding the last day) occurring in the period for which such interest,
fees or commissions are payable. Each determination by the Administrative Agent
of an interest rate, fee or commission hereunder shall be conclusive and binding
for all purposes, absent manifest error.

            (d) Whenever any payment hereunder or under the Notes shall be
stated to be due on a day other than a Business Day, such payment shall be made
on the next succeeding Business Day, and such extension of time shall in such
case be included in the computation of payment of interest or commitment or
letter of credit fees or commissions, as the case may be; provided, however,
that, if such extension would cause any payment to be made in the next following
calendar month, such payment shall be made on the next preceding Business Day
and such adjustment of time shall in such case be reflected in the computation
of payment of interest or commitment or letter of credit fees or commissions, as
the case may be.

            (e) Unless the Administrative Agent shall have received notice from
the Borrower prior to the date on which any payment is due to any Lender Party
hereunder that the Borrower will not make such payment in full, the
Administrative Agent may assume that the Borrower has made such payment in full
to the Administrative Agent on such date and the Administrative Agent may, in
reliance upon such assumption, cause to be distributed to each such Lender Party
on such due date an amount

                                       37

<PAGE>

equal to the amount then due such Lender Party. If and to the extent the
Borrower shall not have so made such payment in full to the Administrative
Agent, each such Lender Party shall repay to the Administrative Agent forthwith
on demand such amount distributed to such Lender Party together with interest
thereon, for each day from the date such amount is distributed to such Lender
Party until the date such Lender Party repays such amount to the Administrative
Agent, at the Federal Funds Rate.

      SECTION 2.12 Taxes. (a) Any and all payments by any Loan Party to or for
the account of any Lender Party or the Administrative Agent hereunder or under
the Notes or any other Loan Document shall be made, in accordance with Section
2.11 or the applicable provisions of such other Loan Document, if any, free and
clear of and without deduction for any and all present or future taxes, levies,
imposts, deductions, charges or withholdings, and all liabilities with respect
thereto, excluding, in the case of each Lender Party and the Administrative
Agent, taxes that are imposed on its overall net income by the United States and
taxes that are imposed on its overall net income (and franchise taxes imposed in
lieu thereof) by the state or foreign jurisdiction under the laws of which such
Lender Party or the Administrative Agent, as the case may be, is organized or
any political subdivision thereof and, in the case of each Lender Party, taxes
that are imposed on its overall net income (and franchise taxes imposed in lieu
thereof) by the state or foreign jurisdiction of such Lender Party's Applicable
Lending Office or any political subdivision thereof (all such non-excluded
taxes, levies, imposts, deductions, charges, withholdings and liabilities in
respect of payments hereunder or under the Notes being hereinafter referred to
as "TAXES"). If any Loan Party shall be required by law to deduct any Taxes from
or in respect of any sum payable hereunder or under any Note or any other Loan
Document to any Lender Party or the Administrative Agent, (i) the sum payable by
the Borrower shall be increased as may be necessary so that after such Loan
Party and the Administrative Agent have made all required deductions (including
deductions applicable to additional sums payable under this Section 2.12) such
Lender Party or the Administrative Agent, as the case may be, receives an amount
equal to the sum it would have received had no such deductions been made, (ii)
such Loan Party shall make all such deductions and (iii) such Loan Party shall
pay the full amount deducted to the relevant taxation authority or other
authority in accordance with applicable law.

            (b) In addition, a Loan Party shall pay any present or future stamp,
documentary, excise, property, intangible, mortgage recording or similar taxes,
charges or levies that arise from any payment made by such Loan Party hereunder
or under any Notes or any other Loan Documents or from the execution, delivery
or registration of, performance under, or otherwise with respect to, this
Agreement, the Notes or the other Loan Documents (hereinafter referred to as
"OTHER TAXES").

            (c) The Loan Parties shall indemnify each Lender Party and the
Administrative Agent for and hold them harmless against the full amount of Taxes
and Other Taxes, and for the full amount of taxes of any kind imposed or
asserted by any jurisdiction on amounts payable under this Section 2.12, imposed
on or paid by such Lender Party or the Administrative Agent (as the case may be)
and any liability (including penalties, additions to tax, interest and expenses)
arising therefrom or with respect thereto. This indemnification shall be made
within 10 days from the date such Lender Party or the Administrative Agent (as
the case may be) makes written demand therefor.

            (d) Within 10 days after the date of any payment of Taxes, the
appropriate Loan Party shall furnish to the Administrative Agent, at its address
referred to in Section 9.02, the original or a certified copy of a receipt
evidencing such payment, to the extent such a receipt is issued therefor, or
other written proof of payment thereof that is reasonably satisfactory to the
Administrative Agent. In the case of any payment hereunder or under the Notes or
the other Loan Documents by or on behalf of a Loan Party through an account or
branch outside the United States or by or on behalf of a Loan Party by a payor
that is not a United States person, if such Loan Party determines that no Taxes
are payable in respect thereof, such Loan Party shall furnish, or shall cause
such payor to furnish, to the Administrative

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<PAGE>

Agent, at such address, an opinion of counsel acceptable to the Administrative
Agent stating that such payment is exempt from Taxes. For purposes of
subsections (d) and (e) of this Section 2.12, the terms "UNITED STATES" and
"UNITED STATES PERSON" shall have the meanings specified in Section 7701 of the
Internal Revenue Code.

            (e) Each Lender Party organized under the laws of a jurisdiction
outside the United States shall, on or prior to the date of its execution and
delivery of this Agreement in the case of each Initial Lender Party and on the
date of the Assignment and Acceptance pursuant to which it becomes a Lender
Party in the case of each other Lender Party, and from time to time thereafter
as reasonably requested in writing by the Borrower (but only so long thereafter
as such Lender Party remains lawfully able to do so), provide each of the
Administrative Agent and the Borrower with two original Internal Revenue Service
Forms W-8BEN or W-8EC1, as appropriate, or any successor or other form
prescribed by the Internal Revenue Service, certifying that such Lender Party is
exempt from or entitled to a reduced rate of United States withholding tax on
payments pursuant to this Agreement or the Notes or any other Loan Document. If
the forms provided by a Lender Party at the time such Lender Party first becomes
a party to this Agreement indicate a United States interest withholding tax rate
in excess of zero, withholding tax at such rate shall be considered excluded
from Taxes unless and until such Lender Party provides the appropriate forms
certifying that a lesser rate applies, whereupon withholding tax at such lesser
rate only shall be considered excluded from Taxes for periods governed by such
forms; provided, however, that if, at the effective date of the Assignment and
Acceptance pursuant to which a Lender Party becomes a party to this Agreement,
the Lender Party assignor was entitled to payments under subsection (a) of this
Section 2.12 in respect of United States withholding tax with respect to
interest paid at such date, then, to such extent, the term Taxes shall include
(in addition to withholding taxes that may be imposed in the future or other
amounts otherwise includable in Taxes) United States withholding tax, if any,
applicable with respect to the Lender Party assignee on such date. If any form
or document referred to in this subsection (e) requires the disclosure of
information, other than information necessary to compute the tax payable and
information required on the date hereof by Internal Revenue Service Form W-8BEN
or W-8EC1, that the applicable Lender Party reasonably considers to be
confidential, such Lender Party shall give notice thereof to the Borrower and
shall not be obligated to include in such form or document such confidential
information.

            (f) For any period with respect to which a Lender Party has failed
to provide the Borrower with the appropriate form, certificate or other document
described in subsection (e) above (other than if such failure is due to a change
in law, or in the interpretation or application thereof, occurring after the
date on which a form, certificate or other document originally was required to
be provided or if such form, certificate or other document otherwise is not
required under subsection (e) above), such Lender Party shall not be entitled to
indemnification under subsection (a) or (c) of this Section 2.12 with respect to
Taxes imposed by the United States by reason of such failure; provided, however,
that should a Lender Party become subject to Taxes because of its failure to
deliver a form, certificate or other document required hereunder, the Loan
Parties shall take such steps as such Lender Party shall reasonably request to
assist such Lender Party to recover such Taxes.

      SECTION 2.13 Sharing of Payments, Etc. If any Lender Party shall obtain at
any time any payment (whether voluntary, involuntary, through the exercise of
any right of set-off, or otherwise, including pursuant to Section 9.05 but other
than as a result of an assignment pursuant to Section 9.07) (a) on account of
Obligations due and payable to such Lender Party hereunder and under the Notes
and the other Loan Documents at such time in excess of its ratable share
(according to the proportion of (i) the amount of such Obligations due and
payable to such Lender Party at such time to (ii) the aggregate amount of the
Obligations due and payable to all Lender Parties hereunder and under the Notes
and the other Loan Documents at such time) of payments on account of the
Obligations due and payable to all Lender Parties hereunder and under the Notes
at such time obtained by all the Lender Parties at such time

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<PAGE>

or (b) on account of Obligations owing (but not due and payable) to such Lender
Party hereunder and under the Notes and the other Loan Documents at such time in
excess of its ratable share (according to the proportion of (i) the amount of
such Obligations owing to such Lender Party at such time to (ii) the aggregate
amount of the Obligations owing (but not due and payable) to all Lender Parties
hereunder and under the Notes and the other Loan Documents at such time) of
payments on account of the Obligations owing (but not due and payable) to all
Lender Parties hereunder and under the Notes at such time obtained by all of the
Lender Parties at such time, such Lender Party shall forthwith purchase from the
other Lender Parties such interests or participating interests in the
Obligations due and payable or owing to them, as the case may be, as shall be
necessary to cause such purchasing Lender Party to share the excess payment
ratably with each of them; provided, however, that if all or any portion of such
excess payment is thereafter recovered from such purchasing Lender Party, such
purchase from each other Lender Party shall be rescinded and such other Lender
Party shall repay to the purchasing Lender Party the purchase price to the
extent of such Lender Party's ratable share (according to the proportion of (i)
the purchase price paid to such Lender Party to (ii) the aggregate purchase
price paid to all Lender Parties) of such recovery together with an amount equal
to such Lender Party's ratable share (according to the proportion of (i) the
amount of such other Lender Party's required repayment to (ii) the total amount
so recovered from the purchasing Lender Party) of any interest or other amount
paid or payable by the purchasing Lender Party in respect of the total amount so
recovered, provided, further that, so long as the Obligations under the Loan
Documents shall not have been accelerated, any excess payment received by any
Appropriate Lender shall be shared on a pro rata basis only with other
Appropriate Lenders. The Borrower agrees that any Lender Party so purchasing an
interest or participating interest from another Lender Party pursuant to this
Section 2.13 may, to the fullest extent permitted by law, exercise all its
rights of payment (including the right of set-off) with respect to such interest
or participating interest, as the case may be, as fully as if such Lender Party
were the direct creditor of the Borrower in the amount of such interest or
participating interest, as the case may be.

      SECTION 2.14 Use of Proceeds. The proceeds of the Term Advances shall be
available (and the Borrower agrees that it shall use such proceeds) solely to
refinance certain Existing Debt and pay transaction fees and expenses. The
proceeds of the Revolving Credit Advances and issuances of Letters of Credit
shall be available (and the Borrower agrees that it shall use such proceeds and
Letters of Credit) solely to provide working capital for the Borrower and the
Restricted Subsidiaries, to refinance certain Existing Debt not fully repaid
with the Term Advances, to pay Transaction fees and expenses and for other
general corporate purposes of the Borrower, the Subsidiary Guarantors and the
Parent Guarantor.

      SECTION 2.15 Evidence of Debt. (a) Each Lender Party shall maintain in
accordance with its usual practice an account or accounts evidencing the
indebtedness of the Borrower to such Lender resulting from each Advance owing to
such Lender Party from time to time, including the amounts of principal and
interest payable and paid to such Lender from time to time hereunder. The
Borrower agrees that upon notice by any Lender Party to the Borrower (with a
copy of such notice to the Administrative Agent) to the effect that a promissory
note or other evidence of indebtedness is required or appropriate in order for
such Lender Party to evidence (whether for purposes of pledge, enforcement or
otherwise) the Advances owing to, or to be made by, such Lender Party, the
Borrower shall promptly execute and deliver to such Lender Party, with a copy to
the Administrative Agent, a Revolving Credit Note and a Term Note, as
applicable, in substantially the form of EXHIBITS A-1 and A-2 hereto,
respectively, payable to the order of such Lender Party in a principal amount
equal to the Revolving Credit Commitment and the Term Commitment, respectively,
of such Lender Party. All references to Notes in the Loan Documents shall mean
Notes, if any, to the extent issued hereunder.

            (b) The Register maintained by the Administrative Agent pursuant to
Section 9.07(d) shall include a control account, and a subsidiary account for
each Lender Party, in which accounts (taken together) shall be recorded (i) the
date and amount of each Borrowing made hereunder, the Type of

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<PAGE>

Advances comprising such Borrowing and, if appropriate, the Interest Period
applicable thereto, (ii) the terms of each Assignment and Acceptance delivered
to and accepted by it, (iii) the amount of any principal or interest due and
payable or to become due and payable from the Borrower to each Lender Party
hereunder, and (iv) the amount of any sum received by the Administrative Agent
from the Borrower hereunder and each Lender Party's share thereof.

            (c) Entries made in good faith by the Administrative Agent in the
Register pursuant to subsection (b) above, and by each Lender Party in its
account or accounts pursuant to subsection (a) above, shall be prima facie
evidence of the amount of principal and interest due and payable or to become
due and payable from the Borrower to, in the case of the Register, each Lender
Party and, in the case of such account or accounts, such Lender Party, under
this Agreement, absent manifest error; provided, however, that the failure of
the Administrative Agent or such Lender Party to make an entry, or any finding
that an entry is incorrect, in the Register or such account or accounts shall
not limit or otherwise affect the obligations of the Borrower under this
Agreement.

      SECTION 2.16 Extension of Termination Date. (a) At least 30 days and no
sooner than 60 days prior to the Termination Date in respect of the Revolving
Credit Facility, the Borrower, by written notice to the Administrative Agent,
may request, with respect to the Revolving Credit Commitments and Letter of
Credit Commitments then outstanding, a single one-year extension of the
Termination Date in respect of the Revolving Credit Facility. The Administrative
Agent shall promptly notify each Lender of such request, and the Termination
Date in respect of the Revolving Credit Facility in effect at such time shall,
effective as at the Termination Date in respect of the Revolving Credit Facility
(the "EXTENSION DATE") and subject to the conditions set forth in this Section
2.16, be extended for an additional one year period; provided, that on the
Extension Date, the following statements shall be true in all material respects
and the Administrative Agent shall have received for the account of each Lender
Party a certificate signed by a duly authorized officer of the Borrower, dated
the Extension Date, stating that: (i) the representations and warranties
contained in the Loan Documents are true and correct on and as of the Extension
Date, and (ii) no Default has occurred and is continuing or would result from
such extension. In the event that an extension is effected pursuant to this
Section 2.16, the aggregate principal amount of all Revolving Credit Advances
shall be repaid in full ratably to the Lenders on the Termination Date as so
extended. As of the Extension Date, any and all references in this Agreement,
the Notes, if any, or any of the other Loan Documents to the "Termination Date"
shall refer to the Termination Date in respect of the Revolving Credit Facility
as so extended.

            (b) The Borrower shall pay to the Administrative Agent for the
account of the Revolving Credit Lenders an extension fee in an amount equal to
0.25% of the total Revolving Credit Commitments then outstanding, payable on the
Extension Date.

                                  ARTICLE III

                    CONDITIONS OF EFFECTIVENESS, LENDING AND
                         ISSUANCES OF LETTERS OF CREDIT

      SECTION 3.01 Conditions Precedent to Effectiveness. Article II of this
Agreement shall become effective on the date (the "CLOSING DATE") when the
Administrative Agent shall have received counterparts of this Agreement executed
by the parties hereto and when, and only when, each of the following conditions
precedent shall have been satisfied (such date not to be later than July 30,
2004):

            (a) The Administrative Agent and Lead Arranger shall have received
      on or before the Closing Date the following, each dated such day (unless
      otherwise specified), in form and

                                       41

<PAGE>

      substance satisfactory to the Administrative Agent and the Lead Arranger
      (unless otherwise specified) and (except for the Notes) in sufficient
      copies for each Lender Party:

                  (i) Notes payable to the order of the Lenders to the extent
            requested by the Lenders pursuant to Section 2.15.

                  (ii) the Pledge Agreement, duly executed by each Loan Party,
            together with:

                        (A) certificates, if any, representing the Pledged
                  Equity referred to therein, to the extent not previously
                  delivered to the Administrative Agent, accompanied by undated
                  stock powers executed in blank, and instruments evidencing the
                  Pledged Debt, if any, indorsed in blank,

                        (B) proper financing statements in form appropriate for
                  filing under the Uniform Commercial Code of all jurisdictions
                  that the Administrative Agent may deem necessary or desirable
                  in order to perfect and protect the first priority Liens
                  created under the Collateral Documents, covering the
                  Collateral described in the Pledge Agreement,

                        (C) completed requests for information, dated on or
                  before the Closing Date and all other effective financing
                  statements filed in the jurisdictions referred to in clause
                  (B) above that name any Loan Party or any of its Subsidiaries
                  as debtor, together with copies of such other financing
                  statements,

                        (D) evidence of the completion of all other recordings
                  and filings of or with respect to the Pledge Agreement that
                  the Administrative Agent and the Lead Arranger may deem
                  necessary or desirable in order to perfect and protect the
                  Liens created thereby,

                        (E) executed termination statements (Form UCC-3 or a
                  comparable form), in proper form to be duly filed on the
                  Closing Date under the Uniform Commercial Code of all
                  jurisdictions that the Administrative Agent and the Lead
                  Arranger may deem desirable in order to terminate existing
                  Liens on the Collateral described in the Pledge Agreement, and

                        (F) evidence that all other action that the
                  Administrative Agent and the Lead Arranger may deem necessary
                  or desirable in order to perfect and protect the liens and
                  security interests created under the Pledge Agreement has been
                  taken.

                  (iii) Certified copies of the resolutions of the board of
            directors (or persons performing similar functions) of each Loan
            Party approving the Transaction and each Transaction Document to
            which it is or is to be a party, and of all documents evidencing
            other necessary corporate, limited partnership or limited liability
            company action and governmental approvals, if any, with respect to
            the Transaction and each Transaction Document to which it is or is
            to be a party and of the transactions contemplated hereby.

                  (iv) A copy of a certificate of the Secretary of State (or
            equivalent governmental authority) of the jurisdiction of
            organization of each Loan Party, dated reasonably near the date of
            the Initial Extension of Credit, in each case listing the charter of
            each Loan Party and each amendment thereto on file in such office
            and certifying that

                                       42

<PAGE>

            (A) such charter is a true and correct copy thereof, (B) such
            amendments are the only amendments to such charter (or similar
            organizational documents) on file in his office, (C) such Person has
            paid all franchise taxes (or the equivalent thereof) to the date of
            such certificate and (D) such Person is duly organized and in good
            standing under the laws of the state of the jurisdiction of its
            organization.

                  (v) A copy of a certificate of the Secretary of State (or the
            equivalent governmental authority) of the states listed on SCHEDULE
            3.01(a)(v), dated reasonably near the date of the Initial Extension
            of Credit, with respect to each Loan Party as listed on SCHEDULE
            3.01(a)(v), stating that such Person is duly qualified and in good
            standing as a foreign corporation, limited partnership or limited
            liability company in such states and has filed all annual reports
            required to be filed to the date of such certificate.

                  (vi) A certificate of each Loan Party, signed on behalf of
            each such Person by its Vice-President/Chief Financial Officer and
            its Secretary, dated the date of the Initial Extension of Credit
            (the statements made in such certificate shall be true on and as of
            the date of the Initial Extension of Credit), certifying as to (A)
            the absence of any amendments to the charter (or similar
            organizational document) of such Person since the date of the
            Secretary of State's (or equivalent governmental authority's)
            certificate referred to in Section 3.01(a)(vii), (B) a true and
            correct copy of the bylaws (or similar organizational document) of
            such Person as in effect on the date on which the resolutions
            referred to in Section 3.01(a)(iii) were adopted and on the date of
            the Initial Extension of Credit, (C) the due incorporation and good
            standing or valid existence of such Person as a corporation, limited
            partnership or limited liability company organized under the laws of
            the jurisdiction of its organization and the absence of any
            proceeding for the dissolution or liquidation of such Person, (D)
            the completeness and accuracy of the representations and warranties
            contained in the Loan Documents as though made on and as of the date
            of the Initial Extension of Credit and (E) the absence of any event
            occurring and continuing, or resulting from the Initial Extension of
            Credit, that constitutes a Default.

                  (vii) A certificate of the Secretary of each Loan Party
            certifying the names and true signatures of the officers of such
            Persons authorized to sign each Transaction Document to which it is
            or is to be a party and the other documents to be delivered
            hereunder and thereunder.

                  (viii) Such financial, business and other information
            regarding each Loan Party and its Subsidiaries as the Administrative
            Agent and the Lead Arranger shall have reasonably requested upon
            reasonable notice in advance of the Initial Extension of Credit,
            including, without limitation, information as to possible contingent
            liabilities, tax matters, environmental matters, obligations under
            Plans, Multiemployer Plans and Welfare Plans, collective bargaining
            agreements and other arrangements with employees, audited annual
            financial statements dated June 30, 2003 of the Parent Guarantor and
            its Subsidiaries on a Consolidated basis, interim financial
            statements of the Parent Guarantor and its Subsidiaries on a
            Consolidated basis dated the end of the most recent fiscal quarter
            for which financial statements are available (or, in the event the
            Lender Parties' due diligence review reveals material changes since
            such financial statements, as of a later date within 45 days prior
            to the Initial Extension of Credit), annual financial statements as
            to the Borrower and its Subsidiaries on a Consolidated basis and as
            to each Operating Subsidiary, in each case dated as of June 30, 2003
            and interim financial statements as to the Borrower and its
            Subsidiaries on a Consolidated basis and as to each Operating
            Subsidiary, in each case dated as of March 31, 2004.

                                       43

<PAGE>

                  (ix) Certificates in substantially the form of EXHIBITS H-1
            and H-2 hereto, respectively, attesting to the Solvency of the
            Parent Guarantor and its Subsidiaries on a Consolidated basis, the
            Borrower and its Subsidiaries on a Consolidated basis and each
            Operating Subsidiary after giving effect to the Transaction and the
            other transactions contemplated hereby, from the Chief Financial
            Officer of the Parent and of the Borrower, as appropriate.

                  (x) Evidence of insurance naming the Administrative Agent as
            additional insured and loss payee with such responsible and
            reputable insurance companies or associations, and in such amounts
            and covering such risks, as is satisfactory to the Administrative
            Agent and the Lead Arranger, including, without limitation, that
            required by SCHEDULE 3.01(a)(x) hereto, business interruption
            insurance, product liability insurance, windstorm insurance and
            directors and officers insurance.

                  (xi) A title search dated not less than 30 days prior to the
            Closing Date, prepared by a title search or abstract company
            reasonably satisfactory to the Administrative Agent, (A) confirming
            record ownership of each of the Borrower Properties by the Loan
            Party identified as the owner thereof on SCHEDULE 4.01(s) hereto and
            (B) showing no Liens other than Permitted Liens.

                  (xii) Favorable opinions of Akerman, Senterfitt & Eidson, P.A.
            and Paul, Hastings, Janofsky & Walker LLP, special counsel for the
            Loan Parties, in substantially the form of EXHIBITS F-1 and F-2.

                  (xiii) A duly executed payoff letter from the administrative
            agent under the Existing Agreement.

            (b) There shall exist no action, suit, investigation, litigation or
      proceeding affecting any Loan Party or any of their Subsidiaries pending
      or threatened before any court, governmental agency or arbitrator that (i)
      could have a material adverse effect on the business, condition (financial
      or otherwise), operations, performance, properties or prospects of the
      Parent Guarantor and its Subsidiaries taken as a whole, (ii) could have a
      Material Adverse Effect or (iii) purports to affect the legality, validity
      or enforceability of the Transaction or any Transaction Document or the
      consummation of the transactions contemplated by the Transaction
      Documents.

            (c) All governmental and third party consents and approvals
      necessary in connection with the Transaction and the other transactions
      contemplated by the Transaction Documents shall have been obtained
      (without the imposition of any conditions that are not acceptable to the
      Administrative Agent and the Lead Arranger) and shall remain in effect;
      all applicable waiting periods in connection with the Transaction and the
      other transactions contemplated by the Transaction Documents shall have
      expired without any action having been taken by any competent authority,
      and no law or regulation shall be applicable in the judgment of the
      Administrative Agent and the Lead Arranger, in each case, that restrains,
      prevents or imposes materially adverse conditions upon the Transaction and
      the other transactions contemplated by the Transaction Documents or the
      rights of the Loan Parties or their Subsidiaries freely to transfer or
      otherwise dispose of, or to create any Lien on, any properties now owned
      or hereafter acquired by any of them.

            (d) Before giving effect to the Transaction and the other
      transactions contemplated by this Agreement, there shall not have occurred
      (i) on or prior to March 31, 2004, any change, occurrence or development
      that could, in the opinion of the Administrative Agent and the Lead

                                       44

<PAGE>

      Arranger, have a material adverse effect on the business, condition
      (financial or otherwise), operations, performance, properties or prospects
      of Parent Guarantor and its Subsidiaries taken as a whole or any of the
      Subsidiary Guarantors since June 30, 2003 which has occurred or become
      known to the Administrative Agent and the Lead Arranger, (ii) any material
      adverse change in or material disruption of conditions in the financial,
      banking or capital markets with catastrophic effect from those in effect
      as of March 31, 2004, and which has occurred and is continuing and which
      the Administrative Agent and the Lead Arranger, in their respective
      reasonable discretion, deem material in connection with the Facilities,
      and (iii) any event, circumstance or information or matter which in the
      Administrative Agent and the Lead Arranger' judgment is inconsistent in a
      material and adverse manner with any event, circumstance or information or
      other matter disclosed to the Administrative Agent and the Lead Arranger
      by the Borrower prior to March 31, 2004.

            (e) The Restructuring shall have been consummated.

      SECTION 3.02 Conditions Precedent to the Initial Extension of Credit. The
obligation of each Lender to make an Advance or of the Issuing Bank to issue a
Letter of Credit on the occasion of the Initial Extension of Credit hereunder is
subject to the satisfaction of the following conditions precedent before or
concurrently with the Initial Extension of Credit:

            (a) The Administrative Agent and Lead Arranger shall have received
      on or before the Initial Extension of Credit, in form and substance
      satisfactory to the Administrative Agent and the Lead Arranger, a Notice
      of Borrowing or Notice of Issuance, as applicable, relating to the Initial
      Extension of Credit.

            (b) All accrued fees and expenses of the Secured Parties (including
      the accrued fees and expenses of counsel to the Administrative Agent and
      the Lead Arranger and of local counsel to the Lender Parties) shall have
      been paid.

      SECTION 3.03 Condition Precedent to Term Borrowing. The obligation of each
Term Lender to make a Term Advance on or prior to the Term Funding Date is
subject to the satisfaction of the conditions set forth in Section 3.02, the
condition that all Surviving Debt shall be on terms and conditions satisfactory
to the Lender Parties and the delivery of evidence reasonably satisfactory to
the Administrative Agent that all Existing Debt, including, without limitation,
the Subordinated Notes, the Subordinated Guaranty, and all amounts outstanding
under the Existing Agreement, other than Surviving Debt, has been prepaid,
redeemed or defeased in full or otherwise satisfied and extinguished and all
commitments relating thereto terminated, including, without limitation, the
following:

            (a) a payoff letter in the form of Exhibit I hereto (the "PAYOFF
      LETTER"), duly executed by an authorized officer of The Bank of New York,
      specifying an amount (the "PAYOFF AMOUNT"), which Payoff Amount shall not
      exceed the sum of the Term Commitments plus the Unused Revolving Credit
      Commitments, to be deposited into an account specified in the Payoff
      Letter (the "PAYOFF ACCOUNT") of The Bank of New York, as trustee for the
      holders of the Subordinated Notes (the "TRUSTEE"),

            (b) a satisfaction and discharge letter in the form of Exhibit A to
      Exhibit I hereto (the "SATISFACTION AND DISCHARGE"), duly executed by an
      authorized officer of The Bank of New York, to be held by the
      Administrative Agent in accordance with the terms of the Payoff Letter,

            (c) a certificate of the Parent Guarantor, signed on behalf of the
      Parent Guarantor by its Vice-President/Chief Financial Officer, stating
      that all conditions to the issuance by The Bank

                                       45

<PAGE>

      of New York of the Satisfaction and Discharge have been satisfied other
      than the wiring of the Payoff Amount on the date of the Term Borrowing to
      the Payoff Account specified in the Payoff Letter, and

            (d) directions in writing by the Borrower to the Administrative
      Agent to wire the Payoff Amount directly to the Payoff Account.

      SECTION 3.04 Conditions Precedent to Each Borrowing and Issuance and any
Extension. The obligation of each Appropriate Lender to make an Advance (other
than a Letter of Credit Advance made by the Issuing Bank or a Revolving Credit
Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing (including
the initial Borrowing), and the obligation of the Issuing Bank to issue a Letter
of Credit (including the initial issuance) and, if requested by the Borrower,
the extension of the Termination Date pursuant to Section 2.16, shall be subject
to the further conditions precedent that on the date of such Borrowing or
issuance or extension:

            (a) the following statements shall be true and the Administrative
Agent shall have received for the account of such Lender or the Issuing Bank a
certificate signed by a duly authorized officer of the Borrower, dated the date
of such Borrowing or issuance or extension, stating that:

            (i) the representations and warranties contained in each Loan
      Document are correct on and as of such date, before and after giving
      effect to such Borrowing or issuance or extension and to the application
      of the proceeds therefrom, as though made on and as of such date, other
      than any such representations or warranties that, by their terms, refer to
      a specific date other than the date of such Borrowing or issuance or
      extension (subject to the updating of the Schedules with such information
      that would not otherwise reflect a Default); and

            (ii) no Default has occurred and is continuing, or would result from
      such Borrowing or issuance or extension or from the application of the
      proceeds therefrom; and

            (b) other than with respect to the Term Advance, the Administrative
Agent shall have received such other approvals, opinions or documents as any
Lender Party through the Administrative Agent may reasonably request.

      SECTION 3.05 Determinations Under Section 3.01, 3.02 and 3.03. For
purposes of determining compliance with the conditions specified in Sections
3.01, 3.02 and 3.03, each Lender Party 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 the Lender Parties unless an officer of the Administrative Agent
responsible for the transactions contemplated by the Loan Documents shall have
received notice from such Lender Party prior to the Initial Extension of Credit
specifying its objection thereto and, if the Initial Extension of Credit
consists of a Borrowing, such Lender Party shall not have made available to the
Administrative Agent such Lender Party's ratable portion of such Borrowing.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

      SECTION 4.01 Representations and Warranties of the Loan Parties. Each Loan
Party represents and warrants as follows:

                                       46

<PAGE>

            (a) Each Loan Party (i) is a corporation, limited partnership or
      limited liability company duly organized, validly existing and in good
      standing under the laws of the jurisdiction of its organization, (ii) is
      duly qualified and in good standing as a foreign corporation, limited
      partnership or limited liability company in each other jurisdiction in
      which it owns or leases property or in which the conduct of its business
      requires it to so qualify or be licensed except where the failure to so
      qualify or be licensed could not be reasonably likely to have a Material
      Adverse Effect, and (iii) has all requisite power and authority
      (including, without limitation, all governmental licenses, permits and
      other approvals) to own or lease and operate its properties and to carry
      on its business as now conducted and as proposed to be conducted. All of
      the outstanding Equity Interests in the Subsidiary Guarantors and the
      Borrower have been validly issued, are fully paid and non-assessable, and
      are owned by the Persons in the amounts specified on SCHEDULE 4.01(a)
      hereto free and clear of all Liens, except with respect to the
      non-managing general partner interest in BRHCLP, as to which no
      representation is being made, and those created under the Collateral
      Documents.

            (b) Set forth on SCHEDULE 4.01(b) hereto is a complete and accurate
      list of Subsidiaries of the Parent Guarantor (including the Borrower),
      showing as of the date hereof (as to each such Subsidiary) the
      jurisdiction of its organization, the number of shares of each class of
      its Equity Interests authorized, and the number outstanding, on the date
      hereof and the percentage of the outstanding shares of each such class of
      its Equity Interests owned (directly or indirectly) by the Loan Party or
      other Person indicated on such SCHEDULE and the number of shares covered
      by all outstanding options, warrants, rights of conversion or purchase and
      similar rights at the date hereof, and indicating as to each Subsidiary
      whether such Subsidiary is a Domestic Subsidiary, Foreign Subsidiary,
      Restricted Subsidiary or Non-Controlled Subsidiary, as applicable. All of
      the outstanding Equity Interests in each such Subsidiary owned by a Loan
      Party have been validly issued, are fully paid and non-assessable. All of
      the outstanding Equity Interests in each such Subsidiary owned by a Loan
      Party are owned by such Loan Party designated on SCHEDULE 4.01(b) free and
      clear of all Liens, except those created under the Collateral Documents.
      Each Restricted Subsidiary (i) is a corporation, limited partnership or
      limited liability company duly organized, validly existing and in good
      standing under the laws of the jurisdiction of its organization, (ii) is
      duly qualified and in good standing as a foreign corporation, limited
      partnership or limited liability company, as the case may be, in each
      other jurisdiction in which it owns or leases property or in which the
      conduct of its business requires it to so qualify or be licensed except
      where the failure to so qualify or be licensed could not be reasonably
      likely to have a Material Adverse Effect and (iii) has all requisite power
      and authority (including, without limitation, all governmental licenses,
      permits and other approvals) to own or lease and operate its properties
      and to carry on its business as now conducted and as proposed to be
      conducted. All Equity Interests in the Restricted Subsidiaries (other than
      the Equity Interests of any Non-Controlled Subsidiary in BRHCLP) and the
      Borrower have been pledged to the Administrative Agent for the benefit of
      the Secured Parties, and the Operating Subsidiaries own either in fee or
      pursuant to a ground lease, collectively, the Borrower Properties.

            (c) The execution, delivery and performance by each Loan Party of
      each Transaction Document to which it is or is to be a party and the other
      transactions contemplated by the Transaction Documents, are within such
      Loan Party's powers, have been duly authorized by all necessary action,
      and do not (i) contravene such Loan Party's charter, bylaws, partnership
      agreement, limited liability company operating or members agreement or
      similar organizational documents or agreements, (ii) violate any law,
      rule, regulation (including, without limitation, Regulation X of the Board
      of Governors of the Federal Reserve System), order, writ, judgment,
      injunction, decree, determination or award, (iii) conflict with or result
      in the breach of, or constitute a default under, any contract, loan
      agreement, indenture, mortgage, deed of trust, lease

                                       47

<PAGE>

      or other instrument binding on or affecting any Loan Party, any of the
      Restricted Subsidiaries or any of their properties or (iv) except for the
      Liens created under the Loan Documents, result in or require the creation
      or imposition of any Lien upon or with respect to any of the properties of
      any Loan Party or any of the Restricted Subsidiaries. No Loan Party is in
      violation of any law, rule, regulation, order, writ, judgment, injunction,
      decree, determination or award (including, without limitation, the
      Racketeer Influenced and Corrupt Organizations Chapter of the Organized
      Crime Control Act of 1970, and the Patriot Act and all other laws and
      regulations relating to money laundering and terrorist activities) or in
      breach of any such contract, loan agreement, indenture, mortgage, deed of
      trust, lease or other instrument, the violation or breach of which could
      be reasonably likely to have a Material Adverse Effect.

            (d) No authorization or approval or other action by, and no notice
      to or filing with, any governmental authority or regulatory body or any
      other third party is required for (i) the due execution, delivery,
      recordation, filing or performance by any Loan Party of any Transaction
      Document to which it is or is to be a party, or for the consummation of
      the Transaction or the other transactions contemplated by the Transaction
      Documents, (ii) the grant by any Loan Party of the Liens granted by it
      pursuant to the Collateral Documents, (iii) the perfection or maintenance
      of the Liens created under the Collateral Documents (including the first
      priority nature thereof) or (iv) the exercise by any Agent or any Lender
      Party of its rights under the Loan Documents or the remedies in respect of
      the Collateral pursuant to the Collateral Documents, except for the
      authorizations, approvals, actions, notices and filings listed on SCHEDULE
      4.01(d) hereto, all of which have been duly obtained, taken, given or made
      and are in full force and effect. All applicable waiting periods in
      connection with the Transaction or the transactions contemplated by the
      Transaction Documents have expired without any action having been taken by
      any competent authority restraining, preventing or imposing materially
      adverse conditions upon the Transaction and the other transactions
      contemplated by the Transaction Documents or the rights of the Loan
      Parties freely to transfer or otherwise dispose of, or to create any Lien
      on, any properties now owned or hereafter acquired by any of them.

            (e) This Agreement has been, and each other Transaction Document
      when delivered hereunder will have been, duly executed and delivered by
      each Loan Party party thereto. This Agreement is, and each other
      Transaction Document when delivered hereunder will be, the legal, valid
      and binding obligation of each Loan Party party thereto, enforceable
      against such Loan Party in accordance with its terms.

            (f) (i) (w) The Consolidated balance sheet of the Parent Guarantor
      and its Subsidiaries at June 30, 2003 and the related Consolidated
      statements of income and cash flow of the Parent Guarantor and its
      Subsidiaries for the fiscal year then ended, accompanied by an unqualified
      opinion of Ernst & Young LLP, independent public accountants, (x) the
      Consolidated balance sheet of the Parent Guarantor and its Subsidiaries at
      June 30, 2004, and the related Consolidated statements of income and cash
      flow of the Parent Guarantor and its Subsidiaries for the nine months then
      ended, (y) the Consolidated balance sheet of the Borrower and its
      Subsidiaries at June 30, 2004 and the related Consolidated statements of
      income and cash flow for the twelve months then ended, and (z) the balance
      sheets of each of the Operating Subsidiaries at June 30, 2004 and the
      related statements of income and cash flow for the twelve months then
      ended, in each case duly certified by the Chief Financial Officer or Chief
      Accounting Officer of the Parent Guarantor, copies of which have been
      furnished to each Lender Party, fairly present, subject, in the case of
      the unaudited statements referred to in clauses (i)(x), (i)(y) and (i)(z),
      to year-end audit adjustments, the Consolidated financial condition of the
      Parent Guarantor and its Subsidiaries, the Borrower and its Subsidiaries
      and of each of the Operating Subsidiaries at such dates and the
      Consolidated results of the operations of the Parent Guarantor and its
      Subsidiaries,

                                       48

<PAGE>

      the Borrower and its Subsidiaries and of each of the Operating
      Subsidiaries for the periods ended on such dates, respectively, all in
      accordance with generally accepted accounting principles applied on a
      consistent basis.

            (ii) Since June 30, 2003, there has not occurred any material
      adverse change in the business, condition (financial or otherwise),
      operations, performance, properties or prospects of the Parent Guarantor
      and its Subsidiaries taken as a whole, the Borrower and its Subsidiaries
      taken as a whole or any of the Operating Subsidiaries.

            (g) Neither the Indenture nor any other information, exhibit or
      report (excluding any financial projections) furnished by or on behalf of
      any Loan Party to any Secured Party, taken as a whole, in connection with
      the negotiation of the Loan Documents or pursuant to the terms of the Loan
      Documents contained any untrue statement of a material fact or omitted to
      state a material fact necessary to make the statements made therein not
      misleading in light of the circumstances under which such information was
      provided and on the date of the Closing Date.

            (h) There is no action, suit, investigation, litigation or
      proceeding affecting any Loan Party, including any Environmental Action,
      pending or, to the best knowledge of the Borrower, threatened before any
      court, governmental agency or arbitrator against any Loan Party or the
      Group Properties that (A) purports to affect the legality, validity or
      enforceability of any Transaction Document or the consummation of the
      Transaction or (B) could reasonably be expected to have a Material Adverse
      Effect.

            (i) No Loan Party is engaged in the business of extending credit for
      the purpose of purchasing or carrying Margin Stock, and no proceeds of any
      Advance or drawings under any Letter of Credit will be used to purchase or
      carry any Margin Stock or to extend credit to others for the purpose of
      purchasing or carrying any Margin Stock.

            (j) The Collateral Documents create a valid and perfected first
      priority security interest in the Collateral securing the payment of the
      Secured Obligations, and all filings and other actions necessary or
      desirable to perfect and protect such security interest have been duly
      taken and are in full force and effect. The Loan Parties are the legal and
      beneficial owners of the Collateral free and clear of any Lien, except for
      the liens and security interests created under the Loan Documents.

            (k) No Loan Party is an "investment company," or an "affiliated
      person" of, or "promoter" or "principal underwriter" for, an "investment
      company," as such terms are defined in the Investment Company Act of 1940,
      as amended. Neither the making of any Advances nor the issuance of any
      Letters of Credit, nor the application of the proceeds or repayment
      thereof by the Borrower, nor the consummation of the other transactions
      contemplated hereby, will violate any provision of such Act or any rule,
      regulation or order of the Securities and Exchange Commission thereunder.

            (l) The Loan Parties, individually, and the Borrower and the
      Restricted Subsidiaries, taken as a whole, are Solvent.

            (m) (i) No ERISA Event has occurred or is reasonably expected to
      occur with respect to any Plan.

            (ii) Except as otherwise set forth on SCHEDULE 4.01(m)(ii) hereto,
      as of the last annual actuarial valuation date, the funded current
      liability percentage, as defined in Section

                                       49

<PAGE>

      302(d)(8) of ERISA, of each Plan exceeds 90% and there has been no
      material adverse change in the funding status of any such Plan since such
      date.

            (iii) Neither any Loan Party nor any ERISA Affiliate has incurred or
      is reasonably expected to incur any Withdrawal Liability to any
      Multiemployer Plan.

            (iv) Neither any Loan Party nor any ERISA Affiliate has been
      notified by the sponsor of a Multiemployer Plan that such Multiemployer
      Plan is in reorganization or has been terminated, within the meaning of
      Title IV of ERISA, and no such Multiemployer Plan is reasonably expected
      to be in reorganization or to be terminated, within the meaning of Title
      IV of ERISA.

            (v) Except as set forth in the financial statements referred to in
      this Section 4.01 and in Section 5.03, the Loan Parties and their
      respective Subsidiaries have no material liability with respect to
      "expected post retirement benefit obligations" within the meaning of
      Statement of Financial Accounting Standards No. 106.

            (vi) Set forth on SCHEDULE 4.01(m)(vi) hereto is a complete and
      accurate list of all Plans, Multiemployer Plans and Welfare Plans.

            (vii) Schedule B (Actuarial Information) to the most recent annual
      report (Form 5500 Series), if any, for each Plan, copies of which have
      been filed with the Internal Revenue Service and furnished to the Lender
      Parties, is complete and accurate and fairly presents the funding status
      of such Plan, and except as otherwise set forth on SCHEDULE 4.01(m)(ii)
      hereto, since the date of such Schedule B there has been no material
      adverse change in such funding status.

            (n) (i) The operations and properties of the Parent Guarantor, the
      Borrower and the Restricted Subsidiaries comply with all applicable
      Environmental Laws and Environmental Permits except (A) with respect to
      any non-compliance existing as of the Closing Date, as disclosed in
      writing to Administrative Agent prior to the Closing Date and (B) such
      non-compliance which would not (if enforced in accordance with applicable
      law) result in liability in excess of $100,000 in the aggregate. All past
      claims of non-compliance with such Environmental Laws and Environmental
      Permits have been resolved without ongoing obligations or costs, and no
      circumstances exist that could be reasonably likely to (x) form the basis
      of an Environmental Action against any of the Parent Guarantor, the
      Borrower and the Restricted Subsidiaries or any of their properties that
      could have a Material Adverse Effect or (y) cause any such property to be
      subject to any material restrictions on ownership, occupancy, use or
      transferability under any Environmental Law.

            (ii) None of the properties currently or formerly owned or operated
      by any Loan Party is listed or proposed for listing on the NPL or on the
      CERCLIS or any analogous foreign, state or local list or is adjacent to
      any such property; there are no and never have been any underground or
      aboveground storage tanks or any surface impoundments, septic tanks, pits,
      sumps or lagoons in which Hazardous Materials are being or have been
      treated, stored or disposed on any property currently owned or operated by
      any Loan Party or, to the best of its knowledge, on any property formerly
      owned or operated by any Loan Party; there is no asbestos or
      asbestos-containing material on any property currently owned or operated
      by any Loan Party; and Hazardous Materials have not been released,
      discharged or disposed of on any property currently or formerly owned or
      operated by any Loan Party, except, in each case, where the non-compliance
      with the foregoing could not reasonably be expected to have a Material
      Adverse Effect.

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            (iii) No Loan Party is undertaking or has completed, either
      individually or together with other potentially responsible parties, any
      investigation or assessment or remedial or response action relating to any
      actual or threatened release, discharge or disposal of Hazardous Materials
      at any site, location or operation, either voluntarily or pursuant to the
      order of any governmental or regulatory authority or the requirements of
      any Environmental Law; and all Hazardous Materials generated, used,
      treated, handled or stored at, or transported to or from, any property
      currently or formerly owned or operated by any Loan Party have been
      disposed of in a manner not reasonably expected to result in material
      liability to any Loan Party.

            (o) (i) Each Loan Party has filed, has caused to be filed or has
      been included in all tax returns (Federal, state, local and foreign)
      required to be filed and has paid all taxes shown thereon to be due,
      together with applicable interest and penalties.

            (ii) Set forth on SCHEDULE 4.01(o) hereto is a complete and accurate
      list, as of the date hereof, of each taxable year of each Loan Party for
      which federal income tax returns have been filed and for which the
      expiration of the applicable statute of limitations for assessment or
      collection has not occurred by reason of extension or otherwise (an "OPEN
      YEAR").

            (iii) There is no unpaid amount, as of the date hereof, of
      adjustments to the federal income tax liability of each Loan Party
      proposed by the Internal Revenue Service with respect to Open Years. No
      issues have been raised by the Internal Revenue Service in respect of Open
      Years that, in the aggregate, could reasonably be expected to have a
      Material Adverse Effect.

            (iv) There is no unpaid amount, as of the date hereof, of
      adjustments to the state, local and foreign tax liability of each Loan
      Party and the Restricted Subsidiaries and Affiliates proposed by all
      state, local and foreign taxing authorities (other than amounts arising
      from adjustments to federal income tax returns, if any). No issues have
      been raised by such taxing authorities that, in the aggregate, could have
      a Material Adverse Effect.

            (v) All documentary stamp and intangible and similar taxes owing in
      respect of any of the Loan Documents or which may come due under any
      contingency have been paid to the applicable taxing authority.

            (p) Neither the business nor the properties of any Loan Party are
      affected by any fire, explosion, accident, strike, lockout or other labor
      dispute, drought, storm, hail, earthquake, embargo, act of God or of a
      public enemy or other casualty (whether or not covered by insurance) that
      could be reasonably likely to have a Material Adverse Effect.

            (q) Set forth on SCHEDULE 4.01(q) hereto is a complete and accurate
      list of all Existing Debt (other than Surviving Debt), showing as of the
      date hereof the obligor and the principal amount outstanding thereunder.

            (r) Set forth on SCHEDULE 4.01(r) hereto is a complete and accurate
      list of all Surviving Debt which, in each individual instance, is in a
      principal amount in excess of $1,000,000, as shown on the balance sheets
      of the Parent Guarantor, the Borrower and the Restricted Subsidiaries as
      of June 30, 2004 previously delivered to the Administrative Agent, which
      schedule shows in each case the principal amount outstanding, the maturity
      date of such Surviving Debt and the amortization schedule (if any)
      therefor.

            (s) Set forth on SCHEDULE 4.01(s) hereto is a complete and accurate
      list of all real property owned by the the Borrower and the Restricted
      Subsidiaries, showing as of the date

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      hereof the street address, county or other relevant jurisdiction, state
      and record owner thereof. The Borrower and each of the Restricted
      Subsidiaries has good, marketable and insurable fee simple (or a leasehold
      interest, in the case of Bahia Mar) title to such real property, free and
      clear of all Liens, other than Liens created or permitted by the Loan
      Documents.

            (t) Set forth on SCHEDULE 4.01(t) hereto is a complete and accurate
      list of all leases of real property under which the Borrower or any of the
      Restricted Subsidiaries is the lessee, showing as of the date hereof the
      street address, county or other relevant jurisdiction, state, lessor,
      lessee and expiration date thereof. Each such lease is the legal, valid
      and binding obligation of the lessor thereof, enforceable in accordance
      with its terms and no material default of the Borrower or any Restricted
      Subsidiary exists thereunder.

            (u) Set forth on SCHEDULE 4.01(u) hereto is a complete and accurate
      list of all Investments (exclusive of intercompany investments among the
      Borrower and the Restricted Subsidiaries) in the amount of $500,000 or
      more held by the Borrower or any of the Restricted Subsidiaries, showing
      as of the date hereof the amount, obligor or issuer and maturity, if any,
      thereof.

            (v) Set forth on SCHEDULE 4.01(v) hereto is a complete and accurate
      list of all patents, trademarks, trade names, service marks and
      copyrights, and all applications therefor and licenses thereof, of the
      Borrower or any of the Restricted Subsidiaries, showing as of the date
      hereof the jurisdiction in which registered, the registration number, the
      date of registration and the expiration date.

            (w) As of the Closing Date, the Liens described on the UCC searches
      delivered by the Borrower constitute a complete and accurate list of all
      Liens on the property or assets of the Borrower or any of the Restricted
      Subsidiaries, showing as of the date hereof the lienholder thereof, the
      principal amount of the obligations secured thereby and the property or
      assets of the Borrower or such Restricted Subsidiary subject thereto.

            (x) The Transaction is an exempt transaction under the
      Truth-in-Lending Act (15 U.S.C.A. Section 1601, et seq.).

            (y) No Insolvency Proceeding has ever been initiated or threatened
      against the Borrower or any other Loan Party.

            (z) No Default or Event of Default exists or would result from the
      incurring of any Obligations by the Borrower. None of the Borrower or any
      of the other Loan Parties is in default under or with respect to any
      Obligation in any respect that, individually or together with all such
      defaults, could reasonably be expected to have a Material Adverse Effect.

            (aa) All necessary and required franchises, licenses,
      authorizations, registrations, permits and approvals for the use and
      occupancy of each of the Borrower Properties have been obtained from all
      governmental authorities having jurisdiction over such Collateral so as to
      permit the operation of each such Borrower Property as herein
      contemplated.

            (bb) The Operating Subsidiaries hold good and marketable fee simple
      title or, to the extent acceptable to the Administrative Agent in
      accordance with this Agreement, a valid leasehold interest, to each of the
      Borrower Properties, free and clear of all liens, claims, assessments,
      encumbrances and rights of others other than the Permitted Liens.

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            (cc) No Loan Party has made any extension of credit to any of its
      directors or executive officers in contravention of the restrictions set
      forth in Section 402(a) of Sarbanes-Oxley.

            (dd) To the best knowledge of the Parent Guarantor, there exists no
      Debt of the Non-Controlled Subsidiaries (other than Debt with respect to
      which BRHCLP is also an obligor), except as otherwise set forth on
      SCHEDULE 4.01(dd) hereto, which Schedule shows the obligor and the
      principal amount outstanding thereunder.

                                   ARTICLE V

                          COVENANTS OF THE LOAN PARTIES

      SECTION 5.01 Affirmative Covenants. So long as any Advance or any other
Obligation of any Loan Party under or in respect of any Loan Document shall
remain unpaid, or any Letter of Credit shall be outstanding, or any Lender Party
shall have any Commitment hereunder:

            (a) Compliance with Laws, Etc. Each Loan Party shall, and shall
      cause its Restricted Subsidiaries to, comply with all applicable federal,
      state and local laws, rules, regulations and orders, such compliance to
      include, without limitation, compliance with ERISA, Sarbanes-Oxley, the
      Patriot Act and the Racketeer Influenced and Corrupt Organizations Chapter
      of the Organized Crime Control Act of 1970; provided, however, that the
      failure to comply with the provisions of this Section 5.01(a) shall not
      constitute a default hereunder so long as such non-compliance would not
      reasonably be expected to have a Material Adverse Effect.

            (b) Payment of Taxes, Etc. Each Loan Party shall, and shall cause
      its Restricted Subsidiaries to, pay and discharge, before the same shall
      become delinquent, (i) all material taxes, material assessments and
      material governmental charges or levies imposed upon it or upon its
      property and (ii) all lawful claims that, if unpaid, might by law become a
      Lien upon its property which is not otherwise permitted hereunder;
      provided, however, that neither the Parent Guarantor, the Borrower nor any
      of the Restricted Subsidiaries shall be required to pay or discharge any
      such tax, assessment, charge or claim that is being contested in good
      faith and by proper proceedings and as to which appropriate reserves are
      being maintained, unless and until any Lien resulting therefrom attaches
      to its property and becomes enforceable against its other creditors.

            (c) Compliance with Environmental Laws. Each Loan Party shall, and
      shall cause its Restricted Subsidiaries to, (i) comply, and cause all
      lessees and other Persons operating or occupying its properties to comply,
      with all applicable Environmental Laws and Environmental Permits (other
      than any non-compliance that would not (if enforced in accordance with
      applicable law) result in liability to the Parent Guarantor, the Borrower
      or any of the Restricted Subsidiaries in the amount in excess of $100,000
      and is not, by applicable law, required to be reported to any governmental
      authority); (ii) obtain and renew all Environmental Permits necessary for
      its operations and properties; and (iii) conduct any investigation, study,
      sampling and testing, and undertake any cleanup, removal, remedial or
      other action necessary to remove and clean up all Hazardous Materials from
      any of its properties, in accordance with the requirements of all
      Environmental Laws.

            (d) Maintenance of Insurance. The Borrower shall, and shall cause
      each of the Restricted Subsidiaries to, maintain insurance including,
      without limitation, business interruption

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<PAGE>

      insurance and directors and officers insurance with responsible and
      reputable insurance companies or associations in such amounts and covering
      such risks as is usually carried by companies engaged in similar
      businesses and owning similar properties in the same general areas in
      which the Borrower or such Restricted Subsidiary operates.

            (e) Preservation of Corporate Existence, Etc. Each Loan Party shall,
      and shall cause its Restricted Subsidiaries to, preserve and maintain (i)
      its existence (corporate or otherwise) and rights (charter and statutory)
      and (ii) in each case to the extent material to its business or
      operations, its permits, licenses, approvals, privileges and franchises;
      provided, however, that the Borrower and the Restricted Subsidiaries may
      consummate any merger or consolidation permitted under Section 5.02(d).

            (f) Visitation Rights. At any reasonable time and from time to time,
      upon reasonable prior notice, each Loan Party shall, and shall cause its
      Restricted Subsidiaries to, permit the Administrative Agent or any of the
      Lender Parties or the Administrative Agent or representatives thereof, to
      examine and make copies of and abstracts from the records and books of
      account of, the Loan Parties, and visit the properties of, the Borrower
      and its Restricted Subsidiaries, and to discuss the affairs, finances and
      accounts of such Loan Party with any of their officers or directors and
      with their independent certified public accountants.

            (g) Keeping of Books. Each Loan Party shall, and shall cause its
      Restricted Subsidiaries to, keep proper books of record and account, in
      which full and correct entries shall be made of all financial transactions
      and the assets and business of such Loan Party in accordance with
      generally accepted accounting principles in effect from time to time.

            (h) Maintenance of Properties, Etc. The Borrower shall, and shall
      cause each of the Restricted Subsidiaries to, maintain and preserve all of
      its properties that are reasonably required in the conduct of its business
      in good working order and condition, ordinary wear and tear excepted.

            (i) Transactions with Affiliates. Each Loan Party shall, and shall
      cause the Restricted Subsidiaries to, conduct all transactions otherwise
      permitted under the Loan Documents with any of their Affiliates on terms
      that are fair and reasonable and not less favorable to such Loan Party
      than it would obtain in a comparable arm's-length transaction with a
      Person not an Affiliate; provided, however, that this Section 5.01(i)
      shall not apply to the Management Contracts.

            (j) Covenant to Guarantee Obligations and Give Security. (y) Upon
      the formation or acquisition of any new direct or indirect Subsidiary by
      the Borrower other than a Non-Controlled Subsidiary (any such formation or
      acquisition, a "NEW GUARANTOR EVENT") or (z) in the event the Parent
      Guarantor, the Borrower or any of the Restricted Subsidiaries shall have
      become the controlling general partner of any Subsidiary that until such
      event had qualified as a Non-Controlled Subsidiary (a "NEW COLLATERAL
      EVENT"; any former Non-Controlled Subsidiary described in this clause (z),
      together with any new Subsidiary described in clause (y), a "QUALIFYING
      SUBSIDIARY"), then in each case at the Borrower's expense, the Borrower
      shall:

                  (i) in connection with any New Guarantor Event with respect to
            which the Qualifying Subsidiary is not a CFC or held directly or
            indirectly by a CFC, within 10 days after such New Guarantor Event,
            cause each such Qualifying Subsidiary to duly execute and deliver to
            the Administrative Agent a Guaranty Supplement,

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<PAGE>

                  (ii) within 10 days after any New Guarantor Event or New
            Collateral Event, furnish to the Administrative Agent an update of
            SCHEDULES 4.01(s), (t), (u) and (v) hereof,

                  (iii) within 15 days after any New Guarantor Event or New
            Collateral Event, duly execute and deliver, and cause each Loan
            Party (including any Qualifying Subsidiary referred to in clause
            (j)(y) above (which shall be required to become a Loan Party
            pursuant to clause (j)(i) above), but excluding any Qualifying
            Subsidiary referred to in clause (j)(z) above (which shall be a
            Restricted Subsidiary but shall not constitute a Loan Party)) to
            duly execute and deliver, to the Administrative Agent such
            additional pledge agreements, assignments, pledge agreement
            supplements, security agreements or security agreement supplements
            as specified by and in form and substance satisfactory to the
            Administrative Agent, securing payment of all the Obligations of the
            Loan Parties under the Loan Documents and constituting Liens on all
            Equity Interests in each Qualifying Subsidiary owned by any Loan
            Party and all Security Collateral and Account Collateral owed by any
            Qualifying Subsidiary referred to in clause (j)(y) above; provided,
            however, that (x) the stock of any Qualifying Subsidiary held by a
            CFC shall not be pledged in favor of the Secured Parties and (y) in
            the case of Equity Interests in a Qualifying Subsidiary that is a
            CFC, only 66% of such Equity Interests shall be pledged in favor of
            the Secured Parties,

                  (iv) within 30 days after any New Guarantor Event or New
            Collateral Event, take, and cause each Loan Party and each
            Qualifying Subsidiary (other than any Qualifying Subsidiary that is
            a CFC or a Qualifying Subsidiary that is held directly or indirectly
            by a CFC) to take, whatever action (including, without limitation,
            the filing of Uniform Commercial Code financing statements, the
            giving of notices and the endorsement of notices on title documents)
            may be necessary or advisable in the opinion of the Administrative
            Agent to vest in the Administrative Agent (or in any representative
            of the Administrative Agent designated by it) valid and subsisting
            Liens on the Equity Interests, Security Collateral and Account
            Collateral purported to be subject to the pledge agreements, pledge
            agreement supplements, assignments, security agreements and security
            agreement supplements delivered pursuant to Subsection 5.01(j)(iii),
            enforceable against all third parties in accordance with their
            terms,

                  (v) within 60 days after any New Guarantor Event or New
            Collateral Event, deliver to the Administrative Agent, upon the
            request of the Administrative Agent in its sole discretion, a signed
            copy of a favorable opinion, addressed to the Administrative Agent
            and the other Secured Parties, of counsel for the Loan Parties
            acceptable to the Administrative Agent (1) as to the matters
            contained in clauses (i), (iii) and (iv) above, stating that such
            guaranties, guaranty supplements, pledge agreements, pledge
            agreement supplements, assignments, security agreements and security
            agreement supplements are legal, valid and binding obligations of
            each Loan Party party thereto enforceable in accordance with their
            terms, (2) as to the matters contained in clause (iv) above, stating
            that such filings, notices, endorsements and other actions are
            sufficient to create valid perfected Liens on such Equity Interests,
            Security Collateral and Account Collateral and (3) addressing such
            other matters as the Administrative Agent may reasonably request,
            and

                  (vi) at any time and from time to time, promptly execute and
            deliver, and cause each Loan Party to execute and deliver, any and
            all further instruments and documents and take, and cause each Loan
            Party to take, all such other action as the

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<PAGE>

            Administrative Agent may deem necessary or desirable in obtaining
            the full benefits of, or in perfecting and preserving the Liens of,
            such guaranties, pledge agreements, pledge agreement supplements,
            assignments, security agreements and security agreement supplements.

            (k) Further Assurances. (i) The Loan Parties shall promptly upon
      request by the Administrative Agent, or any Lender Party through the
      Administrative Agent, correct any material defect or error that may be
      discovered in any Loan Document or in the execution, acknowledgment,
      filing or recordation thereof, and

            (ii) Promptly upon request by the Administrative Agent, or any
      Lender Party through the Administrative Agent, the Loan Parties shall do,
      execute, acknowledge, deliver, record, re-record, file, re-file, register
      and re-register any and all such further acts, pledge agreements, security
      agreements, assignments, financing statements and continuations thereof,
      termination statements, notices of assignment, transfers, certificates,
      assurances and other instruments as the Administrative Agent, or any
      Lender Party through the Administrative Agent, may reasonably require from
      time to time in order to (A) carry out more effectively the purposes of
      the Loan Documents, (B) to the fullest extent permitted by applicable law,
      subject any Loan Party's or any of the Restricted Subsidiaries'
      properties, assets, rights or interests to the Liens now or hereafter
      intended to be covered by any of the Collateral Documents, (C) perfect and
      maintain the validity, effectiveness and priority of any of the Collateral
      Documents and any of the Liens intended to be created thereunder and (D)
      assure, convey, grant, assign, transfer, preserve, protect and confirm
      more effectively unto the Administrative Agent and the Lender Parties the
      rights granted or now or hereafter intended to be granted to the
      Administrative Agent and the Lender Parties under any Loan Document or
      under any other instrument executed in connection with any Loan Document
      to which any Loan Party or any of the Restricted Subsidiaries is or is to
      be a party.

            (l) Performance of Related Documents and Material Agreements. Each
      Loan Party shall, and shall cause its Restricted Subsidiaries to, perform
      and observe all of the terms and provisions of each Related Document and
      Material Agreement to be performed or observed by it, maintain each such
      Related Document (or any replacement of any Franchise Agreement on
      customary market terms) and Material Agreement in full force and effect,
      enforce such Related Document and Material Agreement in accordance with
      its terms, take all such action to such end as may be from time to time
      reasonably requested by the Administrative Agent and, upon the reasonable
      request of the Administrative Agent, the Borrower and the Restricted
      Subsidiaries shall make to each other party to each such Related Document
      and Material Agreement such demands and requests for information and
      reports or for action as the Borrower or any such Restricted Subsidiary is
      entitled to make under such Related Document and Material Agreement.

            (m) Compliance with Terms of Leaseholds. The Borrower and the
      Restricted Subsidiaries shall make all payments and otherwise perform all
      obligations in respect of all leases of real property to which the
      Borrower or any of the Restricted Subsidiaries is a party, keep such
      leases in full force and effect and not allow such leases to lapse or be
      terminated or any rights to renew such leases to be forfeited or canceled,
      notify the Administrative Agent of any material default by any party with
      respect to such leases and cooperate with the Administrative Agent in all
      respects to cure any such default, except, in any case, where the failure
      to do so, either individually or in the aggregate, could not be reasonably
      likely to have a Material Adverse Effect.

            (n) Maintenance of Bank Accounts. The Borrower and the Restricted
      Subsidiaries shall maintain bank accounts and a cash management system for
      blocked accounts acceptable to the Administrative Agent and, upon an Event
      of Default, lockbox accounts.

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            (o) Interest Rate Protection Agreements. The Borrower shall purchase
      interest rate caps or fixed rate swaps on the amount of Total Funded Debt
      that accrues interest at a variable rate ("VARIABLE RATE DEBT") in excess
      of $250,000,000 on a basis acceptable to the Administrative Agent. For
      purposes of this Section 5.01(o), any Debt of the Parent Guarantor, the
      Borrower or the Restricted Subsidiaries that accrues interest at a
      variable rate but for which the Parent Guarantor, the Borrower or the
      Restricted Subsidiaries has purchased an interest rate cap or a fixed rate
      swap shall not be deemed Variable Rate Debt.

            (p) Maintain Solvency. Each Loan Party and each Restricted
      Subsidiary shall remain, at all times, Solvent.

            (q) Redemption of the Subordinated Notes. Within 20 days after the
      Closing Date, the Parent Guarantor shall deliver a written notice to The
      Bank of New York, as trustee under the Indenture (with a copy to the
      Administrative Agent), instructing such trustee to issue a notice of
      redemption of the Subordinated Notes to the holders thereof in accordance
      with the terms of the Indenture.

      SECTION 5.02 Negative Covenants. So long as any Advance or any other
Obligation of any Loan Party under or in respect of any Loan Document shall
remain unpaid, or any Letter of Credit shall be outstanding, or any Lender Party
shall have any Commitment hereunder:

            (a) Liens, Etc. The Parent Guarantor shall not, at any time, create,
      incur, assume or suffer to exist, or permit its Subsidiaries (other than
      the Non-Controlled Subsidiaries) to create, incur, assume or suffer to
      exist, any Lien on or with respect to any of its properties of any
      character (including, without limitation, accounts) whether now owned or
      hereafter acquired, or sign or file or suffer to exist, or permit any of
      its Subsidiaries to sign or file or suffer to exist, under the Uniform
      Commercial Code of any jurisdiction, a financing statement that names the
      Parent Guarantor or any of its Subsidiaries (other than the Non-Controlled
      Subsidiaries) as debtor, or sign or suffer to exist, or permit its
      Subsidiaries to sign or suffer to exist, any security agreement
      authorizing any secured party thereunder to file such financing statement,
      or assign, or permit its Subsidiaries (other than the Non-Controlled
      Subsidiaries) to assign, any accounts or other right to receive income,
      excluding, however, from the operation of the foregoing restrictions the
      following:

                  (i) Liens created under the Loan Documents;

                  (ii) Permitted Liens;

                  (iii) Liens on the FF&E (including, without limitation,
            purchase money liens on FF&E) arising in the ordinary course of
            business;

                  (iv) any leases of FF&E, subject to the limit on Capitalized
            Leases set forth in subsection (b) below,

                  (v) Liens existing on the date hereof and described on
            SCHEDULE 5.02(a)(v) hereto; provided that no such Lien is spread to
            cover any additional property after the Closing Date and that the
            principal amount of Debt secured thereby is not increased;

                  (vi) Liens arising in connection with Capitalized Leases
            permitted under Section 5.02(b)(iii); provided that no such Lien
            shall extend to or cover any assets other than the assets subject to
            such Capitalized Leases;

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<PAGE>

                  (vii) Liens securing Indebtedness permitted under Section
            5.02(b)(iii)(H) or Liens against the Boca Raton Resort & Club
            securing the Permitted Boca Mortgage Debt;

                  (viii) the replacement, extension or renewal of any Lien
            permitted by clause (iii) above upon or in the same property
            theretofore subject thereto or the replacement, extension or renewal
            (without increase in the amount or change in any direct or
            contingent obligor) of the Debt secured thereby; and

                  (ix) the filing of financing statements solely as a
            precautionary measure in connection with operating leases.

            (b) Debt. The Parent Guarantor shall not, at any time, create,
      incur, assume or suffer to exist, or permit any of its Subsidiaries (other
      than Non-Controlled Subsidiaries) to create, incur, assume or suffer to
      exist, any Debt, except:

                  (i) (A) in the case of the Parent Guarantor, Debt in respect
            of Hedge Agreements permitted under Section 5.01(o), and

                        (B) Debt owed to any Subsidiary other than a Restricted
                  Subsidiary or a Non-Controlled Subsidiary which Debt is
                  expressly subordinated to the Obligations hereunder (such
                  subordination shall be satisfactory to the Administrative
                  Agent in its sole discretion) and otherwise on terms
                  acceptable to the Administrative Agent;

                  (ii) in the case of the Parent Guarantor, the Borrower or any
            Restricted Subsidiary, Debt owed to the Parent Guarantor, the
            Borrower or a Restricted Subsidiary, provided that, in each case,
            such Debt (x) shall, in the case of Debt owed to a Loan Party,
            constitute Pledged Debt, (y) is expressly subordinated to the
            Obligations hereunder (such subordination shall be satisfactory to
            the Administrative Agent in its sole discretion) and otherwise on
            terms acceptable to the Administrative Agent and (z) shall be
            evidenced by promissory notes in form and substance satisfactory to
            the Administrative Agent and such promissory notes shall, in the
            case of Debt owed to a Loan Party, be pledged as security for the
            Obligations of the holder thereof under the Loan Documents to which
            such holder is a party and delivered to the Administrative Agent
            pursuant to the terms of the Pledge Agreement;

                  (iii) in the case of the Parent Guarantor and its Subsidiaries
            (other than the Non-Controlled Subsidiaries),

                        (A) Debt under the Loan Documents,

                        (B) Prior to the date of the Term Borrowing, the
                  Subordinated Notes and Debt under the Subordinated Guaranty,

                        (C) Capitalized Leases not to exceed, together with Debt
                  permitted under Section 5.02(b)(iii)(D), $2,000,000 with
                  respect to each Group Property at any time outstanding and
                  $8,000,000 for the Group Properties in the aggregate at any
                  time outstanding,

                        (D) Debt secured by Liens permitted by Section
                  5.02(a)(iii) not to exceed, together with Debt permitted under
                  Section 5.02(b)(iii)(C), $2,000,000

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<PAGE>

                  with respect to each Group Property at any time outstanding
                  and $8,000,000 for the Group Properties in the aggregate at
                  any time outstanding,

                        (E) Endorsement of negotiable instruments for deposit or
                  collection or similar transactions in the ordinary course of
                  business,

                        (F) (x) the Surviving Debt, and (y) any Debt extending
                  the maturity of, or refunding or refinancing, in whole or in
                  part, any Surviving Debt; provided, that the terms of any such
                  extending, refunding or refinancing Debt, and of any agreement
                  entered into and of any instrument issued in connection
                  therewith, are otherwise permitted by the Loan Documents,
                  provided further that the principal amount of such Surviving
                  Debt shall not be increased above the principal amount thereof
                  outstanding immediately prior to such extension, refunding or
                  refinancing, and the direct and contingent obligors therefor
                  shall not be changed, as a result of or in connection with
                  such extension, refunding or refinancing, provided still
                  further that the terms relating to principal amount,
                  amortization, maturity, collateral (if any) and subordination
                  (if any), and other material terms taken as a whole, of any
                  such extending, refunding or refinancing Debt, and of any
                  agreement entered into and of any instrument issued in
                  connection therewith, are no less favorable in any material
                  respect to the Loan Parties or the Lender Parties than the
                  terms of any agreement or instrument governing the Surviving
                  Debt being extended, refunded or refinanced and the interest
                  rate applicable to any such extending, refunding or
                  refinancing Debt does not exceed the then applicable market
                  interest rate,

                        (G) Debt under any Customary Carve-Out Agreement;

                        (H) Non-Recourse Debt incurred in connection with any
                  acquisition of real property and any related assets by the
                  Parent Guarantor or one of its Subsidiaries (other than the
                  Borrower or the Restricted Subsidiaries) after the Closing
                  Date, provided that the following conditions are satisfied:

                              (i) immediately before and after giving effect (on
                        a pro forma basis) to such incurrence, the Parent
                        Guarantor and the Borrower shall be in compliance with
                        Section 5.05,

                              (ii) the Administrative Agent shall have received
                        not later than 10 days prior to such the incurrence of
                        such Debt in an aggregate principal amount in excess of
                        $15,000,000, a certificate executed by an officer of the
                        Parent Guarantor confirming such pro forma compliance
                        with the financial covenants set forth in Section 5.05
                        (a) and (b), together with the calculations necessary to
                        demonstrate such pro forma compliance, and

                              (iii) no Default has occurred and is continuing at
                        the time such Debt is incurred or would result
                        therefrom;

                        (I) unsecured Debt of the Parent Guarantor or Permitted
                  Boca Mortgage Debt in an aggregate principal amount not to
                  exceed $200,000,000; provided that the following conditions
                  are satisfied:

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                              (i) the terms and conditions of such Permitted
                        Boca Mortgage Debt shall be reasonably satisfactory to
                        the Administrative Agent,

                              (ii) immediately before and after giving effect
                        (on a pro forma basis) to such incurrence, the Parent
                        Guarantor and the Borrower shall be in compliance with
                        Section 5.05,

                              (iii) the Administrative Agent shall have received
                        not later than 10 days subsequent to such the incurrence
                        of such Debt, a certificate executed by an officer of
                        the Parent Guarantor confirming such pro forma
                        compliance with the financial covenants set forth in
                        Section 5.05 (a) and (b), together with the calculations
                        necessary to demonstrate such pro forma compliance,

                              (iv) no Default has occurred and is continuing at
                        the time such Debt is incurred or would result
                        therefrom,

                              (v) in the case of the incurrence of Permitted
                        Boca Mortgage Debt, the Administrative Agent and the
                        lenders of such Permitted Boca Mortgage Debt shall have
                        entered into an Intercreditor Agreement, and

                              (vi) in the case of the incurrence of Permitted
                        Boca Mortgage Debt, concurrently with any such
                        incurrence, the Administrative Agent shall release
                        BRHCLP and its Subsidiaries from the Guaranty and the
                        Equity Interests in BRHCLP and its Subsidiaries from the
                        Liens of the Pledge Agreement, and from and after the
                        date of such release BRHCLP and such Subsidiaries shall
                        remain Restricted Subsidiaries but shall not be Loan
                        Parties hereunder; and

                        (J) declared dividends (including, without limitation,
                  declared special dividends and declared recurring dividends)
                  comprising Debt pursuant to clause (g) of the definition
                  thereof, but only to the extent payment of such dividends is
                  not prohibited under Section 5.02(g); and

                  (iv) in the case of Subsidiaries of the Parent Guarantor that
            are not Restricted Subsidiaries or Operating Subsidiaries, Debt owed
            to the Parent Guarantor or any other Subsidiary of the Parent
            Guarantor.

            (c) Change in Nature of Business. The Borrower shall not make, and
      shall not permit any of the Restricted Subsidiaries to make, any material
      change in the nature of its business as carried on at the date hereof.

            (d) Mergers, Etc. The Borrower shall not merge into or consolidate
      the Restricted Subsidiaries or the Operating Subsidiaries with any Person
      or permit any Person to merge into the Borrower, the Restricted
      Subsidiaries or the Operating Subsidiaries, or permit any of the
      Restricted Subsidiaries or the Operating Subsidiaries to do so; except
      that: (i) in connection with any acquisition permitted under Section
      5.02(f), any Subsidiary of the Borrower may merge into or consolidate with
      any other Person or permit any other Person to merge into or consolidate
      with it, provided that (A) the Person surviving such merger shall be a
      wholly-owned Restricted Subsidiary and (B) immediately before and after
      giving effect thereto, no Default shall have occurred and be continuing;
      (ii) any Restricted Subsidiary may be merged into the Borrower or

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<PAGE>

      any other wholly-owned Restricted Subsidiary, provided that the Person
      surviving such merger shall be the Borrower or, if the Borrower shall not
      be a party to such merger, any wholly-owned Restricted Subsidiary and (B)
      immediately before and after giving effect thereto, no Default shall have
      occurred and be continuing; and (iii) Subsidiaries of BRHCLP may be merged
      with other wholly-owned Subsidiaries of BRHCLP or into BRHCLP, provided,
      that BRHCLP shall be the surviving entity of any merger into BRHCLP.

            (e) Sales, Etc., of Assets. The Borrower shall not sell, lease,
      transfer or otherwise dispose of, or permit any of the Restricted
      Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets,
      or grant any option or other right to purchase, lease or otherwise acquire
      any assets, except:

                  (i) the sale of inventory in the ordinary course of its
            business;

                  (ii) sales or trade-ins of used equipment for fair value in
            the ordinary course of business for like assets or cash in an
            aggregate amount for all of the Borrower Properties not to exceed
            $500,000 in any Fiscal Year;

                  (iii) the sale of the whole (and not less than the whole) of
            not more than two Borrower Properties (excluding the Boca Raton
            Resort & Club) or the Equity Interests in any Restricted
            Subsidiaries owning any two Borrower Properties (excluding the Boca
            Raton Resort & Club), upon and subject to satisfaction of each of
            the following conditions as determined in good faith by the
            Administrative Agent:

                        (A) the purchase price paid to the Parent Guarantor, the
                  Borrower or any of the Restricted Subsidiaries for such
                  Borrower Property or Properties shall be no less than the fair
                  market value of such Property or Properties at the time of
                  such sale;

                        (B) at least 75% of the purchase price paid for such
                  Borrower Property or Properties shall be paid to the Parent
                  Guarantor, the Borrower or such Restricted Subsidiary solely
                  in cash;

                        (C) each Guarantor shall have executed and delivered to
                  the Administrative Agent such documents in form and substance
                  satisfactory to the Lenders as are necessary to reaffirm the
                  continued effectiveness and enforceability of the Guaranties
                  following such sale;

                        (D) no Default shall then exist as a result of such sale
                  or shall occur;

                        (E) the Borrower shall reimburse the Administrative
                  Agent for all reasonable costs and expenses (including,
                  without limitation, attorneys' fees) which the Administrative
                  Agent incurs in connection with any sale hereunder;

                        (F) the Loan Parties shall deliver such additional
                  documents as Administrative Agent may reasonably request to
                  evidence such Loan Parties' acknowledgment of their continuing
                  obligations under the Loan Documents; and

                        (G) in the case of the sale of a Restricted Subsidiary
                  owning a Borrower Property (excluding the Boca Raton Resort &
                  Club), the Administrative Agent shall, concurrently with such
                  sale, release such Restricted

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<PAGE>

                  Subsidiary from the Guaranty and the Equity Interests of such
                  Restricted Subsidiary from the Liens of the Pledge Agreement;

                  (iv) the Permitted Boca Land Sales;

                  (v) sales to the Borrower or any other wholly-owned Restricted
            Subsidiary that is a Loan Party, and sales by Subsidiaries of BRHCLP
            to other wholly-owned Subsidiaries of BRHCLP or to BRHCLP;

                  (vi) any right to purchase, lease or otherwise acquire such
            assets that is contingent upon the full and complete satisfaction of
            all Obligations, the termination of all Commitments and the
            cancellation or termination or all outstanding Letters of Credit
            under the Loan Documents.

            (f) Investments in Other Persons. The Borrower shall not make or
      hold, or permit any of the Restricted Subsidiaries to make or hold, any
      Investment in any Person, except:

                  (i) (A) Equity Investments in Loan Parties outstanding on the
            date hereof and (B) additional equity Investments in Loan Parties
            and in BRHCLP, if not a Loan Party;

                  (ii) Investments by the Borrower and the Restricted
            Subsidiaries in demand deposit accounts maintained in the ordinary
            course of business with any Person of the type referred to in clause
            (i), (ii), (iii), (iv) or (v) of the definition of "ELIGIBLE
            ASSIGNEE" and in Cash Equivalents;

                  (iii) Investments existing on the date hereof and described on
            SCHEDULE 4.01(u) hereto;

                  (iv) Investments by the Borrower in Hedge Agreements permitted
            under Section 5.02(b)(i); and

                  (v) Investments consisting of intercompany Debt permitted
            under Section 5.02(b).

            (g) Restricted Payments. So long as no Default shall have occurred
      and be continuing at the time of any action described below in this
      Section 5.02(g), or would result therefrom, the Borrower may declare or
      pay any dividends, purchase, redeem, retire, defease or otherwise acquire
      for value any of the Equity Interests now or hereafter outstanding, return
      any capital to its stockholders, partners or members (or the equivalent
      Persons thereof) as such or issue or sell any Equity Interests or accept
      any capital contributions, or permit any of the Restricted Subsidiaries to
      purchase, redeem, retire, defease or otherwise acquire for value Equity
      Interests of the Borrower or the Restricted Subsidiaries or to issue or
      sell any Equity Interests therein (each, a "RESTRICTED PAYMENT); provided
      that, notwithstanding the foregoing, the Borrower and the Restricted
      Subsidiaries shall not make any Restricted Payments to the Non-Controlled
      Subsidiaries at any time, other than the following: BRHCLP may make (x)
      distributions to Original BRHCLP which shall be used to pay management
      fees to BRMC in an amount not to exceed $100,000 per annum, (y) a one-time
      distribution to Original BRHCLP in an amount not to exceed $20,000,000,
      and (z) distributions to Original BRCLP to reimburse the limited partners
      of Original BRHCLP for cash taxes paid or payable by such partners
      directly

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<PAGE>

      resulting from any allocations by BRHCLP to Original BRHCLP, in each case,
      so long as no Default shall have occurred and be continuing or would
      result therefrom.

            (h) Amendments of Constitutive Documents. The Borrower shall not
      amend, or permit any of the Restricted Subsidiaries to amend, its
      certificate of incorporation, articles of organization, bylaws, operating
      agreement or other constitutive documents.

            (i) Accounting Changes. The Borrower shall not make or permit, or
      permit any of the Restricted Subsidiaries to make or permit, any change in
      (A) accounting policies or reporting practices, except as required by
      generally accepted accounting principles or (B) the Fiscal Year; provided,
      however, that the Borrower and its Subsidiaries may each change its Fiscal
      Year to December 31 to conform to a change by the Parent Guarantor.

            (j) Prepayments, Etc., of Debt. The Borrower shall not (i) prepay,
      redeem, purchase, defease or otherwise satisfy prior to the scheduled
      maturity thereof in any manner, or make any payment in violation of any
      subordination terms of, any Debt, other than (x) the prepayment of the
      Advances in accordance with the terms of this Agreement, and (y) if before
      and after giving effect to any such prepayment, redemption, purchase,
      defeasance or other satisfaction, no Default has occurred or would result
      therefrom, regularly scheduled or required repayments or redemptions of
      Surviving Debt, or (ii) amend, modify or change in any manner any term or
      condition of any Surviving Debt (other than on terms not materially less
      favorable to the Borrower and the Restricted Subsidiaries than those
      existing immediately prior to such amendment, modification or change and
      that do not include any increase in the principal amount thereof), or
      permit any of the Restricted Subsidiaries to do any of the foregoing other
      than to prepay any Debt payable to the Borrower, Parent or any Subsidiary
      Guarantor permitted under Section 5.02(b)(ii).

            (k) Amendment, Etc., of Related Documents. Without the prior written
      consent of the Administrative Agent, neither the Borrower nor the
      Restricted Subsidiaries (i) shall cancel or terminate any Related Document
      or consent to or accept any cancellation or termination thereof, (ii)
      amend, modify or change in any manner any term or condition of any Related
      Document or Material Agreements, (iii) give any consent, waiver or
      approval thereunder, (iv) waive any default under or any breach of any
      term or condition of any Related Document or Material Agreements, (v)
      agree in any manner to any other amendment, modification or change of any
      term or condition of any Related Document or Material Agreements or (vi)
      take any other action in connection with any Related Document or Material
      Agreements that would impair the value of the interest or rights of any
      Loan Party thereunder or that would impair the rights or interests of the
      Administrative Agent or any Lender Party.

            (l) Negative Pledge. The Borrower shall not enter into or suffer to
      exist, or permit any of the Restricted Subsidiaries to enter into or
      suffer to exist, any agreement prohibiting or conditioning the creation or
      assumption of any Lien upon any of its property or assets, other than (i)
      in favor of the Administrative Agent for the benefit of the Secured
      Parties or (ii) in connection with (A) the existing terms of the Indenture
      evidencing the Subordinated Notes, (B) Capitalized Leases and any purchase
      money Debt to the extent permitted under Section 5.02(b)(iii) and solely
      to the extent such agreement is limited to the property covered by such
      Liens and, (C) any Debt outstanding on the date of acquisition of a
      Subsidiary by any Loan Party, so long as such agreement was not entered
      into solely in contemplation of such Subsidiary being so acquired, and (D)
      the Permitted Boca Mortgage Debt.

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<PAGE>

            (m) Partnerships, Etc. The Borrower shall not become a general
      partner in any general or limited partnership or joint venture, or permit
      any of its Restricted Subsidiaries to do so other than any Subsidiary
      Guarantor, the sole assets of which consist of its interest in such
      partnership or joint venture and to the extent permitted by Section
      5.02(f)(v).

            (n) Payment Restrictions Affecting Subsidiaries. The Borrower shall
      not directly or indirectly, enter into or suffer to exist, or permit any
      of its Restricted Subsidiaries to enter into or suffer to exist, any
      agreement or arrangement limiting the ability of any of its Restricted
      Subsidiaries to declare or pay dividends or other distributions in respect
      of its Equity Interests or repay or prepay any Debt owed to, make loans or
      advances to, or otherwise transfer assets to or invest in, the Borrower or
      any Restricted Subsidiary of the Borrower (whether through a covenant
      restricting dividends, loans, asset transfers or investments, a financial
      covenant or otherwise), except (i) the Loan Documents, (ii) the existing
      terms of the Indenture evidencing the Subordinated Notes or any other
      agreement or instrument evidencing Surviving Debt, (iii) any agreement in
      effect at the time such Restricted Subsidiary becomes a Restricted
      Subsidiary of the Borrower, so long as such agreement was not entered into
      solely in contemplation of such Person becoming a Restricted Subsidiary of
      the Borrower, (iv) any restrictive covenants contained in any agreement to
      sell any of the Borrower Properties so long as such agreement permits the
      distribution of cash to pay the Obligations, and (v) any covenants
      restricting the transfer, sale or other disposition of assets subject to
      Liens permitted under Section 5.02(a)(iii), (iv), (v) and (vi).

            (o) Speculative Transactions. The Borrower shall not engage, or
      permit any of its Subsidiaries to engage, in any transaction involving
      commodity options or futures contracts or any similar speculative
      transactions (including, without limitation, take-or-pay contracts).

      SECTION 5.03 Reporting Requirements. So long as any Advance or any other
Obligation of any Loan Party under or in respect of any Loan Document shall
remain unpaid, or any Letter of Credit shall be outstanding, or any Lender Party
shall have any Commitment hereunder, the Borrower shall furnish, or cause to be
furnished, to the Administrative Agent and the Lender Parties:

            (a) Default Notices. As soon as possible and in any event within two
      Business Days after the occurrence of each Default or any event,
      development or occurrence reasonably likely to have a Material Adverse
      Effect continuing on the date of such statement, a statement of the Chief
      Financial Officer or Chief Accounting Officer of the Borrower setting
      forth details of such Default, event, development or occurrence and the
      action that the Borrower has taken and proposes to take with respect
      thereto.

            (b) Quarterly Financials. As soon as available and in any event
      within 45 days after the end of each of the first three fiscal quarters of
      any Fiscal Year, and within 60 days after the end of the fourth fiscal
      quarter of any Fiscal Year, commencing June 30, 2004, a Consolidated
      balance sheet of the Borrower and its Subsidiaries, and of each of the
      Operating Subsidiaries, in each case as of the end of such fiscal quarter
      and Consolidated statements of income and cash flow of the Borrower and
      its Subsidiaries, and of each of the Operating Subsidiaries, in each case
      for the period commencing at the end of the previous fiscal quarter and
      ending with the end of such fiscal quarter and Consolidated statements of
      income and cash flow of the Borrower and its Subsidiaries, and of the
      Operating Subsidiaries for the period commencing at the end of the
      previous Fiscal Year and ending with the end of such fiscal quarter,
      setting forth in each case in comparative form the corresponding figures
      for the corresponding fiscal quarter and Fiscal Year-to-date period of the
      preceding Fiscal Year, all in reasonable detail and duly certified by the
      Chief Financial Officer or Chief Accounting Officer of the Borrower,
      together with (i) a Compliance Certificate, and (ii) in the event of any
      change from GAAP in the generally accepted accounting

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<PAGE>

      principles used in the preparation of such financial statements, a
      statement of reconciliation conforming such financial statements to GAAP.
      The Borrower shall provide a compilation report prepared by an outside
      accountant not more than 90 days after the Fiscal Year end, quarterly
      operating reports not more than 45 days after each fiscal quarter end and
      other reviews or reports, each as acceptable to the Administrative Agent.

            (c) Capital Expenditure Budget. As soon as available and in any
      event prior to the end of each Fiscal Year, each Operating Subsidiary
      shall provide a Capital Expenditure budget, reasonably sufficient to
      properly maintain each of the Borrower Properties, subject to any year-end
      adjustments, for each Borrower Property for the succeeding Fiscal Year,
      together with a certificate of the Chief Financial Officer or Chief
      Accounting Officer of the Borrower certifying the actual Capital
      Expenditures for each Operating Subsidiary for the period commencing at
      the end of the previous Fiscal Year and ending with the end of such month
      prior to the month in which such budget is delivered.

            (d) ERISA. (i) ERISA Events and ERISA Reports. (A) Promptly and in
      any event within ten days after any Loan Party or any ERISA Affiliate
      knows or has reason to know that any ERISA Event has occurred, a statement
      of the Chief Financial Officer or Chief Accounting Officer of the Borrower
      describing such ERISA Event and the action, if any, that such Loan Party
      or such ERISA Affiliate has taken and proposes to take with respect
      thereto and (B) on the date any records, documents or other information
      must be furnished to the PBGC with respect to any Plan pursuant to Section
      4010 of ERISA, a copy of such records, documents and information.

                  (ii) Plan Terminations. Promptly, and in any event within
            three Business Days after receipt thereof by any Loan Party or any
            ERISA Affiliate, copies of each notice from the PBGC stating its
            intention to terminate any Plan or to have a trustee appointed to
            administer any Plan.

                  (iii) Plan Annual Reports. Promptly and in any event within 30
            days after the filing thereof with the Internal Revenue Service,
            copies of each Schedule B (Actuarial Information) to the annual
            report (Form 5500 Series) with respect to each Plan.

                  (iv) Multiemployer Plan Notices. Promptly and in any event
            within five Business Days after receipt thereof by any Loan Party or
            any ERISA Affiliate from the sponsor of a Multiemployer Plan, copies
            of each notice concerning (A) the imposition of Withdrawal Liability
            by any such Multiemployer Plan, (B) the reorganization or
            termination, within the meaning of Title IV of ERISA, of any such
            Multiemployer Plan or (C) the amount of liability incurred, or that
            may be incurred, by such Loan Party or any ERISA Affiliate in
            connection with any event described in clause (A) or (B).

            (e) Litigation. Promptly after the commencement thereof, notice of
      all actions, suits, investigations, litigation and proceedings before any
      court or governmental department, commission, board, bureau, agency or
      instrumentality, domestic or foreign, affecting (i) the Borrower or any of
      its Subsidiaries of the type described in Section 4.01(h) or (ii) the
      Parent Guarantor if such action, claim or proceeding, if adversely
      determined, could reasonably be expected to result in a judgment which
      would constitute an Event of Default under Section 6.01(g).

            (f) Creditor Reports. Promptly after the furnishing thereof, copies
      of any statement or report furnished to any other holder of the Debt of
      the Borrower or of any of its Subsidiaries (including, without limitation,
      the holders of the Subordinated Notes) pursuant to the terms of any

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<PAGE>

      indenture, loan or credit or similar agreement and not otherwise required
      to be furnished to the Lender Parties pursuant to any other clause of this
      Section 5.03.

            (g) Agreement Notices. Promptly upon receipt thereof, copies of all
      notices, requests and other documents received by the Borrower or any of
      its Subsidiaries under or pursuant to any Related Document or indenture,
      loan or credit or similar agreement regarding or related to any breach or
      default by any party thereto or any other event that could materially
      impair the value of the interests or the rights of the Borrower or any of
      its Subsidiaries or otherwise have a Material Adverse Effect and copies of
      any amendment, modification or waiver of any provision of any Related
      Agreement or indenture, loan or credit or similar agreement and, from time
      to time upon request by the Administrative Agent, such information and
      reports regarding the Related Documents as the Administrative Agent may
      reasonably request.

            (h) Revenue Agent Reports. Within ten days after receipt, copies of
      all Revenue Agent Reports (Internal Revenue Service Form 886), or other
      written proposals of the Internal Revenue Service, that propose, determine
      or otherwise set forth positive adjustments to the federal income tax
      liability of the affiliated group (within the meaning of Section
      1504(a)(1) of the Internal Revenue Code) of which the Borrower is a member
      aggregating $250,000 or more.

            (i) Tax Certificates. Promptly, and in any event within five
      Business Days after the due date (with extensions) for filing the final
      federal income tax return in respect of each taxable year, a certificate
      (a "TAX CERTIFICATE"), signed by the President or the Chief Financial
      Officer or the Chief Accounting Officer of the Borrower, stating that the
      common parent of the affiliated group (within the meaning of Section
      1504(a)(1) of the Internal Revenue Code) of which the Borrower is a member
      has paid to the Internal Revenue Service or other taxing authority, or to
      the Parent Guarantor, the full amount that such affiliated group is
      required to pay in respect of federal income tax for such year and that
      the Parent Guarantor and its Subsidiaries have received any amounts
      payable to them, and have not paid amounts in respect of taxes (federal,
      state, local or foreign) in excess of the amount they are required to pay,
      under the tax agreements, if any, in effect in respect of such taxable
      year.

            (j) Environmental Conditions. Promptly after the assertion or
      occurrence thereof, notice of any Environmental Action against or of any
      noncompliance by the Borrower or any of its Subsidiaries with any
      Environmental Law or Environmental Permit that could (i) reasonably be
      expected to have a Material Adverse Effect or (ii) cause any of the
      Borrower Properties to be subject to any restrictions on ownership,
      occupancy, use or transferability under any Environmental Law.

            (k) Real Property. As soon as available and in any event within 30
      days after the end of each Fiscal Year, a report supplementing SCHEDULE
      4.01(s) and SCHEDULE 4.01(t) hereto, including an identification of all
      real and leased property disposed of by the Borrower or any of its
      Restricted Subsidiaries during such Fiscal Year, a list and description
      (including the street address, county or other relevant jurisdiction,
      state and record owner thereof, and in the case of leases of property,
      lessor, lessee, expiration date and annual rental cost thereof) of all
      real property acquired or leased during such Fiscal Year and a description
      of such other changes in the information included in such SCHEDULES as may
      be necessary for such SCHEDULES to be accurate and complete.

            (l) Insurance. As soon as available and in any event within 30 days
      after the end of each Fiscal Year, a report summarizing the insurance
      coverage (specifying type, amount and

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<PAGE>

      carrier) in effect for the Borrower and its Subsidiaries and containing
      such additional information as any Lender Party (through the
      Administrative Agent) may reasonably specify.

            (m) Other Information. Such other information respecting the
      business, condition (financial or otherwise), operations, performance,
      properties or prospects of the Borrower or any of its Subsidiaries as any
      Lender Party (through the Administrative Agent) may from time to time
      reasonably request, including, without limitation, all special reports
      filed with the Securities and Exchange Commission or any governmental
      authority that may be substituted therefor.

      SECTION 5.04 Parent Guarantor Reporting Requirements. So long as any
Obligation of any Loan Party under or in respect of any Loan Document shall
remain unpaid, or any Letter of Credit shall be outstanding, or any Lender Party
shall have any Commitment hereunder, the Parent Guarantor will furnish to the
Administrative Agent and the Lender Parties:

            (a) Default and Prepayment Notices. As soon as possible and in any
      event within two Business Days after the occurrence of each Default or any
      event, development or occurrence reasonably likely to have a Material
      Adverse Effect continuing on the date of such statement, a statement of
      the Chief Financial Officer or the Chief Accounting Officer of the Parent
      Guarantor setting forth details of such Default, event, development or
      occurrence and the action that the Parent Guarantor has taken and proposes
      to take with respect thereto.

            (b) Quarterly Financials. As soon as available and in any event
      within 45 days after the end of each of the first three fiscal quarters of
      any Fiscal Year, and within 60 days after the end of the fourth fiscal
      quarter of any Fiscal Year, commencing June 30, 2004, a Consolidated
      balance sheet of the Parent Guarantor and its Subsidiaries, in each case
      as of the end of such calendar quarter and a Consolidated statement of
      income and cash flow of the Parent Guarantor and its Subsidiaries, in each
      case for the period commencing at the end of the previous calendar quarter
      and ending with the end of such calendar quarter, and a Consolidated
      statement of income and cash flow of the Parent Guarantor and its
      Subsidiaries for the period commencing at the end of the previous Fiscal
      Year and ending with the end of such calendar quarter, setting forth in
      each case in comparative form the corresponding figures for the
      corresponding calendar quarter and Fiscal Year-to-date period of the
      preceding Fiscal Year, all in reasonable detail and duly certified by the
      Chief Financial Officer or the Chief Accounting Officer of the Parent
      Guarantor, together with a Compliance Certificate.

            (c) Annual Financials. As soon as available and in any event within
      93 days after the end of each Fiscal Year, a copy of the annual audit
      report for such year for the Parent Guarantor and its Subsidiaries,
      including therein Consolidated balance sheets of the Parent Guarantor and
      its Subsidiaries, in each case as of the end of such Fiscal Year, and
      Consolidated statements of income and cash flow of the Parent Guarantor
      and its Subsidiaries, in each case for the period commencing at the end of
      the previous Fiscal Year and ending with the end of such Fiscal Year,
      accompanied as to such Consolidated statements, by an unqualified opinion
      of Ernst & Young LLP or other independent public accountants of recognized
      standing, together with (i) a copy of any management letter prepared by
      such accounting firm with respect to such Fiscal Year and distributed to
      the Parent Guarantor, (ii) a Compliance Certificate, and (iii) in the
      event of any change from GAAP in the generally accepted accounting
      principles used in the preparation of such financial statements, a
      statement of reconciliation conforming such financial statements to GAAP.

            (d) NCS Liabilities. As soon as available and in any event within
      five Business Days after receipt by any Loan Party of any semi-annual
      report required to be delivered to such

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<PAGE>

      Loan Party pursuant to the constitutive documents of any Non-Controlled
      Subsidiary, a revised SCHEDULE 4.01(dd), to the extent such semi-annual
      report describes any NCS Liabilities of such Non-Controlled Subsidiary.

      SECTION 5.05 Financial Covenants. So long as any Advance or any other
Obligation of any Loan Party under or in respect of any Loan Document shall
remain unpaid, or any Letter of Credit shall be outstanding, or any Lender Party
shall have any Commitment hereunder, the Parent Guarantor shall:

            (a) Group Leverage Ratio. Maintain at all times, on a Consolidated
      basis for itself and its Subsidiaries, a Group Leverage Ratio of not more
      than 65%.

            (b) Borrower Leverage Ratio. Maintain at all times, on a
      Consolidated basis for the Borrower and the Restricted Subsidiaries, a
      Borrower Leverage Ratio of not more than 65%.

            (c) Interest Coverage Ratio. Maintain at all times an Interest
      Coverage Ratio of not less than 2.0:1.0.

            (d) Fixed Charge Coverage Ratio. Maintain at all times, on a
      Consolidated basis for itself and the Restricted Subsidiaries, a Fixed
      Charge Coverage Ratio of not less than 1.5:1.0.

            (e) Book Net Worth. Maintain at all times, on a Consolidated basis
      for itself and the Restricted Subsidiaries, a Book Net Worth of not less
      than the sum of (i) $350,000,000, (ii) 75% of the value of all equity
      offerings after the Closing Date, and (iii) 75% of all net income earned
      after the Closing Date (excluding net income attributable to the Permitted
      Boca Land Sales), calculated as of the date of determination.

      All calculations described above in this Section 5.05 shall exclude the
effects of and amounts attributable to the operations, if any, of Non-Controlled
Subsidiaries.

                                   ARTICLE VI

                                EVENTS OF DEFAULT

      SECTION 6.01 Events of Default. If any of the following events ("EVENTS OF
DEFAULT") shall occur and be continuing:

            (a) (i) the Borrower shall fail to pay any principal of any Advance
      when the same shall become due and payable or (ii) the Borrower shall fail
      to prepay any principal of any Advance as required under Section 2.06(b)
      within five Business Days of when the same becomes due and payable or
      (iii) the Borrower shall fail to pay any interest on any Advance, or any
      Loan Party shall fail to make any other payment under any Loan Document,
      in each case under this clause (iii) within five Business Days after the
      same shall become due and payable; or

            (b) any representation or warranty made by any Loan Party (or any of
      its officers) under or in connection with any Loan Document shall prove to
      have been incorrect in any material respect when made; or

            (c) any Loan Party shall fail to perform or observe any term,
      covenant or agreement contained in Sections 2.14, 5.01(e)(i), 5.01(i),
      5.01(j) or 5.01(q), 5.02, 5.03 (other than subparagraph (c) thereof), 5.04
      or 5.05; or

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            (d) any Loan Party shall fail to perform or observe any other term,
      covenant or agreement contained in any Loan Document on its part to be
      performed or observed if such failure shall remain unremedied for 30 days
      after the earlier of the date on which (i) any executive officer of the
      Parent Guarantor becomes aware of such failure or (ii) written notice
      thereof shall have been given to the Borrower by the Administrative Agent
      or any Lender Party; or

            (e) any Loan Party shall fail to pay any principal of, premium or
      interest on or any other amount payable in respect of any Debt that is
      outstanding in a principal amount (or, in the case of any Hedge Agreement,
      an Agreement Value) of at least $7,500,000 either individually or in the
      aggregate for all such Loan Parties (but excluding Debt outstanding
      hereunder), when the same becomes due and payable (whether by scheduled
      maturity, required prepayment, acceleration, demand or otherwise), and
      such failure shall continue after the applicable grace period, if any,
      specified in the agreement or instrument relating to such Debt; or any
      other event shall occur or condition shall exist under any agreement or
      instrument relating to any such Debt and shall continue after the
      applicable grace period, if any, specified in such agreement or
      instrument, if the effect of such event or condition is to accelerate, or
      to permit the acceleration of, the maturity of such Debt or otherwise to
      cause, or to permit the holder thereof to cause, such Debt to mature; or
      any such Debt shall be declared to be due and payable or required to be
      prepaid or redeemed (other than by a regularly scheduled required
      prepayment or redemption), purchased or defeased, or an offer to prepay,
      redeem, purchase or defease such Debt shall be required to be made, in
      each case prior to the stated maturity thereof; or

            (f) any Loan Party or any of its Subsidiaries shall generally not
      pay its debts as such debts become due, or shall admit in writing its
      inability to pay its debts generally, or shall make a general assignment
      for the benefit of creditors; or any proceeding shall be instituted by or
      against any Loan Party or any of its Subsidiaries seeking to adjudicate it
      a bankrupt or insolvent, or seeking liquidation, winding up,
      reorganization, arrangement, adjustment, protection, relief, or
      composition of it or its debts under any law relating to bankruptcy,
      insolvency or reorganization or relief of debtors, or seeking the entry of
      an order for relief or the appointment of a receiver, trustee or other
      similar official for it or for any substantial part of its property and,
      in the case of any such proceeding instituted against it (but not
      instituted by it) that is being diligently contested by it in good faith,
      either such proceeding shall remain undismissed or unstayed for a period
      of 60 days or any of the actions sought in such proceeding (including,
      without limitation, the entry of an order for relief against, or the
      appointment of a receiver, trustee, custodian or other similar official
      for, it or any substantial part of its property) shall occur; or any Loan
      Party or any of its Subsidiaries shall take any corporate action to
      authorize any of the actions set forth above in this subsection (f); or

            (g) any judgments or orders, either individually or in the
      aggregate, for the payment of money in excess of $5,000,000 for the
      Borrower and each Operating Subsidiary and $10,000,000 for the Parent
      Guarantor (to the extent not fully paid or discharged) shall be rendered
      against any Loan Party or any of its Subsidiaries and either (i)
      enforcement proceedings shall have been commenced by any creditor upon
      such judgment or order or (ii) there shall be any period of 10 Business
      Days during which a stay of enforcement of such judgment or order, by
      reason of a pending appeal or otherwise, shall not be in effect; provided,
      however, that any such judgment or order shall not give rise to an Event
      of Default under this Section 6.01(g) if and for so long as (A) the amount
      of such judgment or order is covered by a valid and binding policy of
      insurance between the defendant and the insurer, which shall be rated at
      least "A" by A.M. Best Company, covering full payment thereof and (B) such
      insurer has been notified, and has not disputed the claim made for
      payment, of the amount of such judgment or order; or

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<PAGE>

            (h) any non-monetary judgment or order shall be rendered against any
      Loan Party or any of its Subsidiaries that could reasonably be likely to
      have a Material Adverse Effect, and there shall be any period of 10
      consecutive days during which a stay of enforcement of such judgment or
      order, by reason of a pending appeal or otherwise, shall not be in effect;
      or

            (i) any provision of any Loan Document after delivery thereof
      pursuant to Section 3.01 or 5.01(j) shall for any reason cease to be valid
      and binding on or enforceable against any Loan Party party to it, or any
      such Loan Party shall so state in writing; or

            (j) any Collateral Document or financing statement after delivery
      thereof pursuant to Section 3.01 or 5.01(j) shall for any reason (other
      than pursuant to the terms thereof) cease to create a valid and perfected
      first priority lien on and security interest in the Collateral purported
      to be covered thereby; or

            (k) a Change of Control shall occur; or

            (l) any ERISA Event shall have occurred with respect to a Plan and
      the sum (determined as of the date of occurrence of such ERISA Event) of
      the Insufficiency of such Plan and the Insufficiency of any and all other
      Plans with respect to which an ERISA Event shall have occurred and then
      exist (or the liability of the Loan Parties and the ERISA Affiliates
      related to such ERISA Event) exceeds $5,000,000; or

            (m) any Loan Party or any ERISA Affiliate shall have been notified
      by the sponsor of a Multiemployer Plan that it has incurred Withdrawal
      Liability to such Multiemployer Plan in an amount that, when aggregated
      with all other amounts required to be paid to Multiemployer Plans by the
      Loan Parties and the ERISA Affiliates as Withdrawal Liability (determined
      as of the date of such notification), exceeds $5,000,000 or requires
      payments exceeding $1,000,000 per annum; or

            (n) any Loan Party or any ERISA Affiliate shall have been notified
      by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in
      reorganization or is being terminated, within the meaning of Title IV of
      ERISA, and as a result of such reorganization or termination the aggregate
      annual contributions of the Loan Parties and the ERISA Affiliates to all
      Multiemployer Plans that are then in reorganization or being terminated
      have been or will be increased over the amounts contributed to such
      Multiemployer Plans for the plan years of such Multiemployer Plans
      immediately preceding the plan year in which such reorganization or
      termination occurs by an amount exceeding $1,000,000; or

            (o) there shall occur any Material Adverse Change; or

            (p) a default shall occur under the Subordinated Notes, the
      Subordinated Guaranty, the Indenture, the Note Purchase Agreement, or any
      other agreements executed by any Loan Party in connection with such
      instruments during such period as such agreements or instruments remain
      outstanding or in effect;

then, and in any such event, the Administrative Agent (i) shall at the request,
or may with the consent, of the Required Lenders, by notice to the Borrower,
declare the Commitments of each Lender Party and the obligation of each Lender
Party to make Advances (other than Letter of Credit Advances by the Issuing Bank
or a Revolving Credit Lender pursuant to Section 2.03(c)) and of the Issuing
Bank to issue Letters of Credit to be terminated, whereupon the same shall
forthwith terminate, and (ii) shall at the request, or may with the consent, of
the Required Lenders, by notice to the Borrower, declare the Advances, all

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interest thereon and all other amounts payable under this Agreement and the
other Loan Documents to be forthwith due and payable, whereupon the Advances,
all such interest and all such amounts shall become and be forthwith due and
payable, without presentment, demand, protest or further notice of any kind, all
of which are hereby expressly waived by the Borrower; provided, however, that in
the event of an actual or deemed entry of an order for relief with respect to
any Loan Party or any of its Subsidiaries under the Federal Bankruptcy Code, (x)
the Commitments of each Lender Party and the obligation of each Lender Party to
make Advances (other than Letter of Credit Advances by the Issuing Bank or a
Revolving Credit Lender pursuant to Section 2.03(c)) and of the Issuing Bank to
issue Letters of Credit shall automatically be terminated and (y) the Advances,
all such interest and all such amounts shall automatically become and be due and
payable, without presentment, demand, protest or any notice of any kind, all of
which are hereby expressly waived by the Borrower.

      SECTION 6.02 Actions in Respect of the Letters of Credit upon Default. If
any Event of Default shall have occurred and be continuing, the Administrative
Agent may, or shall at the request of the Required Lenders, irrespective of
whether it is taking any of the actions described in Section 6.01 or otherwise,
make demand upon the Borrower to, and forthwith upon such demand the Borrower
will, pay to the Administrative Agent, as collateral agent, on behalf of the
Lender Parties in same day funds at the Administrative Agent's Office, for
deposit in the L/C Cash Collateral Account, an amount equal to the aggregate
Available Amount of all Letters of Credit then outstanding; provided, however,
that in the event of an actual or deemed entry of an order for relief with
respect to the Borrower under the Bankruptcy Law, the Borrower will pay to the
Administrative Agent on behalf of the Lender Parties in same day funds at the
Administrative Agent's Office, for deposit in the L/C Cash Collateral Account,
an amount equal to the aggregate Available Amount of all Letters of Credit then
outstanding, without presentment, demand, protest or any notice of any kind, all
of which are hereby expressly waived by the Borrower. If at any time the
Administrative Agent determines that any funds held in the L/C Cash Collateral
Account are subject to any right or claim of any Person other than the
Administrative Agent and the Lender Parties or that the total amount of such
funds is less than the aggregate Available Amount of all Letters of Credit, the
Borrower will, forthwith upon demand by the Administrative Agent, pay to the
Administrative Agent, as additional funds to be deposited and held in the L/C
Cash Collateral Account, an amount equal to the excess of (a) such aggregate
Available Amount over (b) the total amount of funds, if any, then held in the
L/C Cash Collateral Account that the Administrative Agent determines to be free
and clear of any such right and claim. Upon the drawing of any Letter of Credit
for which funds are on deposit in the L/C Cash Collateral Account, such funds
shall be applied to reimburse the Issuing Bank or Revolving Credit Lenders, as
applicable, to the extent permitted by applicable law. After each Letter of
Credit issued hereunder expires or terminates without being drawn upon, and/or
after the Letter of Credit Advances with respect to each Letter of Credit have
been paid, amounts on deposit in the L/C Cash Collateral Account (if any) shall
be applied by the Administrative Agent first to pay other outstanding amounts
due in respect of the Revolving Credit Facility, and second, (y) if an Event of
Default shall have occurred and be continuing, to pay outstanding amounts due in
respect of the Term Facility and any other Obligations due under the Loan
Documents, and (z) if no Default shall have occurred and be continuing, any
remaining excess shall be returned to the Borrower.

                                   ARTICLE VII

                            THE ADMINISTRATIVE AGENT

      SECTION 7.01 Authorization and Action. (a) Each Lender Party (in its
capacities as a Lender, the Issuing Bank (if applicable) and on behalf of itself
and its Affiliates as potential Hedge Banks) hereby appoints and authorizes the
Administrative Agent to take such action as agent on its behalf and to exercise
such powers and discretion under this Agreement and the other Loan Documents as
are delegated to the Administrative Agent by the terms hereof and thereof,
together with such powers and

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discretion as are reasonably incidental thereto. As to any matters not expressly
provided for by the Loan Documents (including, without limitation, enforcement
or collection of the Notes), the Administrative Agent shall not be required to
exercise any discretion or take any action, but shall be required to act or to
refrain from acting (and shall be fully protected in so acting or refraining
from acting) upon the instructions of the Required Lenders, and such
instructions shall be binding upon all Lender Parties and all holders of Notes;
provided, however, that no Administrative Agent shall be required to take any
action that exposes the Administrative Agent to personal liability or that is
contrary to this Agreement or applicable law. The Administrative Agent agrees to
give to each Lender Party prompt notice of each notice given to it by the
Borrower pursuant to the terms of this Agreement.

            (b) In furtherance of the foregoing, each Lender Party (in its
capacities as a Lender, the Issuing Bank (if applicable) and on behalf of itself
and its Affiliates as potential Hedge Banks) hereby appoints and authorizes the
Administrative Agent to act as the agent of such Lender Party for purposes of
acquiring, holding and enforcing any and all Liens on Collateral granted by any
of the Loan Parties to secure any of the Secured Obligations, together with such
powers and discretion as are reasonably incidental thereto. In this connection,
the Administrative Agent (and any Supplemental Collateral Agent appointed by the
Administrative Agent pursuant to Section 7.01(c) for purposes of holding or
enforcing any Lien on the Collateral (or any portion thereof) granted under the
Collateral Documents, or for exercising any rights or remedies thereunder at the
direction of the Administrative Agent), shall be entitled to the benefits of
this Article VII (including, without limitation, Section 7.05 as though such
Supplemental Collateral Agent was the "Administrative Agent" under the Loan
Documents) as if set forth in full herein with respect thereto.

            (c) The Administrative Agent may execute any of its duties under
this Agreement or any other Loan Document (including for purposes of holding or
enforcing any Lien on the Collateral (or any portion thereof) granted under the
Collateral Documents or of exercising any rights and remedies thereunder at the
direction of the Administrative Agent) 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 may also from time to time, when the Administrative Agent
deems it to be necessary or desirable, appoint one or more trustees,
co-trustees, collateral co-agents, collateral subagents or attorneys-in-fact
(each, a "SUPPLEMENTAL COLLATERAL AGENT") with respect to all or any part of the
Collateral; provided, however, that no such Supplemental Collateral Agent shall
be authorized to take any action with respect to any Collateral unless and
except to the extent expressly authorized in writing by the Administrative
Agent. Should any instrument in writing from the Borrower or any other Loan
Party be required by any Supplemental Collateral Agent so appointed by the
Administrative Agent to more fully or certainly vest in and confirm to such
Supplemental Collateral Agent such rights, powers, privileges and duties, the
Borrower shall, or shall cause such Loan Party to, execute, acknowledge and
deliver any and all such instruments promptly upon request by the Administrative
Agent. If any Supplemental Collateral Agent, or successor thereto, shall die,
become incapable of acting, resign or be removed, all rights, powers, privileges
and duties of such Supplemental Collateral Agent, to the extent permitted by
law, shall automatically vest in and be exercised by the Administrative Agent
until the appointment of a new Supplemental Collateral Agent. No Administrative
Agent shall be responsible for the negligence or misconduct of the
Administrative Agent, attorney-in-fact or Supplemental Collateral Agent that it
selects in accordance with the foregoing provisions of this Section 7.01(c) in
the absence of the Administrative Agent's gross negligence or willful
misconduct.

      SECTION 7.02 Administrative Agent's Reliance, Etc. Neither the
Administrative Agent nor any of its respective directors, officers, agents or
employees shall be liable for any action taken or omitted to be taken by it or
them under or in connection with the Loan Documents, except for its or their own
gross negligence or willful misconduct. Without limitation of the generality of
the foregoing, the Administrative Agent: (a) may treat the payee of any Note as
the holder thereof until, in the case of the

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Administrative Agent, the Administrative Agent receives and accepts an
Assignment and Acceptance entered into by the Lender that is the payee of such
Note, as assignor, and an Eligible Assignee, as assignee, or, in the case of any
other Administrative Agent, the Administrative Agent has received notice from
the Administrative Agent that it has received and accepted such Assignment and
Acceptance, in each case as provided in Section 9.07; (b) may consult with legal
counsel (including counsel for any Loan Party), independent public accountants
and other experts selected by it and shall not be liable for any action taken or
omitted to be taken in good faith by it in accordance with the advice of such
counsel, accountants or experts; (c) makes no warranty or representation to any
Lender Party and shall not be responsible to any Lender Party for any
statements, warranties or representations (whether written or oral) made in or
in connection with the Loan Documents; (d) shall not have any duty to ascertain
or to inquire as to the performance, observance or satisfaction of any of the
terms, covenants or conditions of any Loan Document on the part of any Loan
Party or the existence at any time of any Default under the Loan Documents or to
inspect the property (including the books and records) of any Loan Party; (e)
shall not be responsible to any Lender Party for the due execution, legality,
validity, enforceability, genuineness, sufficiency or value of, or the
perfection or priority of any lien or security interest created or purported to
be created under or in connection with, any Loan Document or any other
instrument or document furnished pursuant thereto; and (f) shall incur no
liability under or in respect of any Loan Document by acting upon any notice,
consent, certificate or other instrument or writing (which may be by telegram,
telecopy or attached to electronic mail) believed by it to be genuine and signed
or sent by the proper party or parties.

      SECTION 7.03 DBTCA and Affiliates. With respect to its Commitments, the
Advances made by it and the Notes issued to it, DBTCA shall have the same rights
and powers under the Loan Documents as any other Lender Party and may exercise
the same as though it were not the Administrative Agent; and the term "Lender
Party" or "Lender Parties" shall, unless otherwise expressly indicated, include
DBTCA in its individual capacity. DBTCA and its affiliates may accept deposits
from, lend money to, act as trustee under indentures of, accept investment
banking engagements from and generally engage in any kind of business with, any
Loan Party, any of its Subsidiaries and any Person that may do business with or
own securities of any Loan Party or any such Subsidiary, all as if DBTCA was not
the Administrative Agent and without any duty to account therefor to the Lender
Parties. The Administrative Agent shall not have any duty to disclose any
information obtained or received by it or any of its Affiliates relating to any
Loan Party or any of its Subsidiaries to the extent such information was
obtained or received in any capacity other than as the Administrative Agent.

      SECTION 7.04 Lender Party Credit Decision. Each Lender Party acknowledges
that it has, independently and without reliance upon the Administrative Agent or
any other Lender Party and based on the financial statements referred to in
Section 4.01 and such other documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender Party also acknowledges that it will, independently and
without reliance upon the Administrative Agent or any other Lender Party 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 this Agreement.

      SECTION 7.05 Indemnification. (a) Each Lender Party severally agrees to
indemnify the Administrative Agent (to the extent not promptly reimbursed by the
Borrower) from and against such Lender Party's ratable share (determined as
provided below) of any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever that may be imposed on, incurred by, or asserted
against the Administrative Agent in any way relating to or arising out of the
Loan Documents or any action taken or omitted by the Administrative Agent under
the Loan Documents (collectively, the "INDEMNIFIED COSTS"); provided, however,
that no Lender Party shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from the Administrative Agent's

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gross negligence or willful misconduct as found in a final, non-appealable
judgment by a court of competent jurisdiction. Without limitation of the
foregoing, each Lender Party agrees to reimburse the Administrative Agent
promptly upon demand for its ratable share of any costs and expenses (including,
without limitation, fees and expenses of counsel) payable by the Borrower under
Section 9.04, to the extent that the Administrative Agent is not promptly
reimbursed for such costs and expenses by the Borrower. In the case of any
investigation, litigation or proceeding giving rise to any Indemnified Costs,
this Section 7.05 applies whether any such investigation, litigation or
proceeding is brought by any Lender Party or any other Person.

            (b) Each Lender Party severally agrees to indemnify the Issuing Bank
(to the extent not promptly reimbursed by the Borrower) from and against such
Lender Party's ratable share (determined as provided below) of any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever that may be
imposed on, incurred by, or asserted against the Issuing Bank in any way
relating to or arising out of the Loan Documents or any action taken or omitted
by the Issuing Bank under the Loan Documents; provided, however, that no Lender
Party shall be liable for any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting from the Issuing Bank's gross negligence or willful misconduct as
found in a final, non-appealable judgment by a court of competent jurisdiction.
Without limitation of the foregoing, each Lender Party agrees to reimburse the
Issuing Bank promptly upon demand for its ratable share of any costs and
expenses (including, without limitation, fees and expenses of counsel) payable
by the Borrower under Section 9.04, to the extent that the Issuing Bank is not
promptly reimbursed for such costs and expenses by the Borrower.

            (c) For purposes of this Section 7.05, the Lender Parties'
respective ratable shares of any amount shall be determined, at any time,
according to the sum of (i) the aggregate principal amount of the Advances
outstanding at such time and owing to the respective Lender Parties, (ii) their
respective Pro Rata Shares of the aggregate Available Amount of all Letters of
Credit outstanding at such time, (iii) the aggregate unused portions of their
respective Term Commitments at such time and (iv) their respective Unused
Revolving Credit Commitments at such time; provided that the aggregate principal
amount of Letter of Credit Advances owing to the Issuing Bank shall be
considered to be owed to the Revolving Credit Lenders ratably in accordance with
their respective Revolving Credit Commitments. The failure of any Lender Party
to reimburse the Administrative Agent or the Issuing Bank, as the case may be,
promptly upon demand for its ratable share of any amount required to be paid by
the Lender Parties to the Administrative Agent or the Issuing Bank, as the case
may be, as provided herein shall not relieve any other Lender Party of its
obligation hereunder to reimburse the Administrative Agent or the Issuing Bank,
as the case may be, for its ratable share of such amount, but no Lender Party
shall be responsible for the failure of any other Lender Party to reimburse the
Administrative Agent or the Issuing Bank, as the case may be, for such other
Lender Party's ratable share of such amount. Without prejudice to the survival
of any other agreement of any Lender Party hereunder, the agreement and
obligations of each Lender Party contained in this Section 7.05 shall survive
the payment in full of principal, interest and all other amounts payable
hereunder and under the other Loan Documents. In the event that any Defaulted
Advance shall be owing by any Defaulting Lender at any time, such Lender Party's
Commitment shall be considered to be unused for the purposes of this Section
7.05(c) to the extent of the amount of such Defaulted Advance.

      SECTION 7.06 Successor Administrative Agents. The Administrative Agent may
resign as to any or all of the Facilities at any time by giving written notice
thereof to the Lender Parties and the Borrower and may be removed as to all of
the Facilities at any time by the Required Lenders for gross negligence or
willful misconduct; provided, however, that any removal of the Administrative
Agent will not be effective until it has also been replaced as Issuing Bank and
released from all of its obligations in respect thereof. Upon any such
resignation or removal, the Required Lenders shall have the right to

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appoint a successor Administrative Agent as to such of the Facilities as to
which the Administrative Agent has resigned or been removed. If no successor
Administrative Agent shall have been so appointed by the Required Lenders, and
shall have accepted such appointment, within 30 days after the retiring
Administrative Agent's giving of notice of resignation or the Required Lenders'
removal of the retiring Administrative Agent, then the retiring Administrative
Agent may, on behalf of the Lender Parties, appoint a successor Administrative
Agent, which shall be a commercial bank organized under the laws of the United
States or of any State thereof and having a combined capital and surplus of at
least $400,000,000. Upon the acceptance of any appointment as Administrative
Agent hereunder by a successor Administrative Agent as to all of the Facilities
and upon the execution and filing or recording of such financing statements, or
amendments thereto, and such other instruments or notices, as may be necessary
or desirable, or as the Required Lenders may request, in order to continue the
perfection of the Liens granted or purported to be granted by the Collateral
Documents, such successor Administrative Agent shall succeed to and become
vested with all the rights, powers, discretion, privileges and duties of the
retiring Administrative Agent, and the retiring Administrative Agent shall be
discharged from its duties and obligations under the Loan Documents. Upon the
acceptance of any appointment as Administrative Agent hereunder by a successor
Administrative Agent as to less than all of the Facilities and upon the
execution and filing or recording of such financing statements, or amendments
thereto, and such other instruments or notices, as may be necessary or
desirable, or as the Required Lenders may request, in order to continue the
perfection of the Liens granted or purported to be granted by the Collateral
Documents, such successor Administrative Agent shall succeed to and become
vested with all the rights, powers, discretion, privileges and duties of the
retiring Administrative Agent as to such Facilities, other than with respect to
funds transfers and other similar aspects of the administration of Borrowings
under such Facilities, issuances of Letters of Credit (notwithstanding any
resignation as Administrative Agent with respect to the Letter of Credit
Facility) and payments by the Borrower in respect of such Facilities, and the
retiring Administrative Agent shall be discharged from its duties and
obligations under this Agreement as to such Facilities, other than as aforesaid.
If within 45 days after written notice is given of the retiring Administrative
Agent's resignation or removal under this Section 7.06 no successor
Administrative Agent shall have been appointed and shall have accepted such
appointment, then on such 45th day (a) the retiring Administrative Agent's
resignation or removal shall become effective, (b) the retiring Administrative
Agent shall thereupon be discharged from its duties and obligations under the
Loan Documents and (c) the Required Lenders shall thereafter perform all duties
of the retiring Administrative Agent under the Loan Documents until such time,
if any, as the Required Lenders appoint a successor Administrative Agent as
provided above. After any retiring Administrative Agent's resignation or removal
hereunder as Administrative Agent as to any of the Facilities shall have become
effective, the provisions of this Article VII shall inure to its benefit as to
any actions taken or omitted to be taken by it while it was Administrative Agent
as to such Facilities under this Agreement.

      SECTION 7.07 Lead Arranger. The Lead Arranger shall not have any duties
under this Agreement or any of the other Loan Documents.

                                  ARTICLE VIII

                                    GUARANTY

      SECTION 8.01 Guaranty; Limitation of Liability. (a) Each Guarantor,
jointly and severally, hereby absolutely, unconditionally and irrevocably
guarantees the punctual payment when due, whether at scheduled maturity or on
any date of a required prepayment or by acceleration, demand or otherwise, of
all Obligations of each other Loan Party now or hereafter existing under or in
respect of the Loan Documents (including, without limitation, any extensions,
modifications, substitutions, amendments or renewals of any or all of the
foregoing Obligations), whether direct or indirect, absolute or contingent, and
whether for principal, interest, premiums, fees, indemnities, contract causes of
action, costs, expenses

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or otherwise (such Obligations being the "GUARANTEED OBLIGATIONS"), and agrees
to pay any and all expenses (including, without limitation, fees and expenses of
counsel) actually incurred by the Administrative Agent or any other Secured
Party in enforcing any rights under this Guaranty or any other Loan Document.
Without limiting the generality of the foregoing, each Guarantor's liability
shall extend to all amounts that constitute part of the Guaranteed Obligations
and would be owed by any other Loan Party to any Secured Party under or in
respect of the Loan Documents but for the fact that they are unenforceable or
not allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving such other Loan Party.

            (b) Each Guarantor, and by its acceptance of this Guaranty, the
Administrative Agent and each other Secured Party, hereby confirms that it is
the intention of all such Persons that this Guaranty and the Obligations of each
Guarantor hereunder not constitute a fraudulent transfer or conveyance for
purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform
Fraudulent Transfer Act or any similar foreign, federal or state law to the
extent applicable to this Guaranty and the Obligations of each Guarantor
hereunder. To effectuate the foregoing intention, the Administrative Agent, the
other Secured Parties and the Guarantors hereby irrevocably agree that the
Obligations of each Guarantor under this Guaranty at any time shall be limited
to the maximum amount as will result in the Obligations of such Guarantor under
this Guaranty not constituting a fraudulent transfer or conveyance.

            (c) Each Guarantor hereby unconditionally and irrevocably agrees
that in the event any payment shall be required to be made to any Secured Party
under this Guaranty or any other guaranty, such Guarantor will contribute, to
the maximum extent permitted by law, such amounts to each other Guarantor and
each other guarantor so as to maximize the aggregate amount paid to the Secured
Parties under or in respect of the Loan Documents.

      SECTION 8.02 Guaranty Absolute. Each Guarantor guarantees that the
Guaranteed Obligations will be paid strictly in accordance with the terms of the
Loan Documents, regardless of any law, regulation or order now or hereafter in
effect in any jurisdiction affecting any of such terms or the rights of any
Secured Party with respect thereto. The Obligations of each Guarantor under or
in respect of this Guaranty are independent of the Guaranteed Obligations or any
other Obligations of any other Loan Party under or in respect of the Loan
Documents, and a separate action or actions may be brought and prosecuted
against each Guarantor to enforce this Guaranty, irrespective of whether any
action is brought against the Borrower or any other Loan Party or whether the
Borrower or any other Loan Party is joined in any such action or actions. The
liability of each Guarantor under this Guaranty shall be irrevocable, absolute
and unconditional irrespective of, and each Guarantor hereby irrevocably waives
any defenses it may now have or hereafter acquire in any way relating to, any or
all of the following:

            (a) any lack of validity or enforceability of any Loan Document or
      any agreement or instrument relating thereto;

            (b) any change in the time, manner or place of payment of, or in any
      other term of, all or any of the Guaranteed Obligations or any other
      Obligations of any other Loan Party under or in respect of the Loan
      Documents, or any other amendment or waiver of or any consent to departure
      from any Loan Document, including, without limitation, any increase in the
      Guaranteed Obligations resulting from the extension of additional credit
      to any Loan Party or any of its Subsidiaries or otherwise;

            (c) any taking, exchange, release or non-perfection of any
      Collateral or any other collateral, or any taking, release or amendment or
      waiver of, or consent to departure from, any other guaranty, for all or
      any of the Guaranteed Obligations;

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            (d) any manner of application of Collateral or any other collateral,
      or proceeds thereof, to all or any of the Guaranteed Obligations, or any
      manner of sale or other disposition of any Collateral or any other
      collateral for all or any of the Guaranteed Obligations or any other
      Obligations of any Loan Party under the Loan Documents or any other assets
      of any Loan Party or any of its Subsidiaries;

            (e) any change, restructuring or termination of the corporate
      structure or existence of any Loan Party or any of its Subsidiaries;

            (f) any failure of any Secured Party to disclose to any Loan Party
      any information relating to the business, condition (financial or
      otherwise), operations, performance, properties or prospects of any other
      Loan Party now or hereafter known to such Secured Party (each Guarantor
      waiving any duty on the part of the Secured Parties to disclose such
      information);

            (g) the failure of any other Person to execute or deliver this
      Guaranty, any Guaranty Supplement or any other guaranty or agreement or
      the release or reduction of liability of any Guarantor or other guarantor
      or surety with respect to the Guaranteed Obligations; or

            (h) any other circumstance (including, without limitation, any
      statute of limitations) or any existence of or reliance on any
      representation by any Secured Party that might otherwise constitute a
      defense available to, or a discharge of, any Loan Party or any other
      guarantor or surety.

This Guaranty shall continue to be effective or be reinstated, as the case may
be, if at any time any payment of any of the Guaranteed Obligations is rescinded
or must otherwise be returned by any Secured Party or any other Person upon the
insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party
or otherwise, all as though such payment had not been made.

      SECTION 8.03 Waivers and Acknowledgments. (a) Each Guarantor hereby
unconditionally and irrevocably waives promptness, diligence, notice of
acceptance, presentment, demand for performance, notice of nonperformance,
default, acceleration, protest or dishonor and any other notice with respect to
any of the Guaranteed Obligations and this Guaranty and any requirement that any
Secured Party protect, secure, perfect or insure any Lien or any property
subject thereto or exhaust any right or take any action against any Loan Party
or any other Person or any Collateral.

            (b) Each Guarantor hereby unconditionally and irrevocably waives any
right to revoke this Guaranty and acknowledges that this Guaranty is continuing
in nature and applies to all Guaranteed Obligations, whether existing now or in
the future.

            (c) Each Guarantor hereby unconditionally and irrevocably waives (i)
any defense arising by reason of any claim or defense based upon an election of
remedies by any Secured Party that in any manner impairs, reduces, releases or
otherwise adversely affects the subrogation, reimbursement, exoneration,
contribution or indemnification rights of such Guarantor or other rights of such
Guarantor to proceed against any of the other Loan Parties, any other guarantor
or any other Person or any Collateral and (ii) any defense based on any right of
set-off or counterclaim (except compulsory counterclaims) against or in respect
of the Obligations of such Guarantor hereunder.

            (d) Each Guarantor acknowledges that the Administrative Agent may,
without notice to or demand upon such Guarantor and without affecting the
liability of such Guarantor under this Guaranty, foreclose under any deed of
trust or mortgage at any time securing the Obligations by nonjudicial sale, and
each Guarantor hereby waives any defense to the recovery by the Administrative

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Agent and the other Secured Parties against such Guarantor of any deficiency
after such nonjudicial sale and any defense or benefits that may be afforded by
applicable law.

            (e) Each Guarantor hereby unconditionally and irrevocably waives any
duty on the part of any Secured Party to disclose to such Guarantor any matter,
fact or thing relating to the business, condition (financial or otherwise),
operations, performance, properties or prospects of any other Loan Party or any
of its Subsidiaries now or hereafter known by such Secured Party.

            (f) Each Guarantor acknowledges that it will receive substantial
direct and indirect benefits from the financing arrangements contemplated by the
Loan Documents and that the waivers set forth in Section 8.02 and this Section
8.03 are knowingly made in contemplation of such benefits.

      SECTION 8.04 Subrogation. Each Guarantor hereby unconditionally and
irrevocably agrees not to exercise any rights that it may now have or hereafter
acquire against the Borrower, any other Loan Party or any other insider
guarantor that arise from the existence, payment, performance or enforcement of
such Guarantor's Obligations under or in respect of this Guaranty or any other
Loan Document, including, without limitation, any right of subrogation,
reimbursement, exoneration, contribution or indemnification and any right to
participate in any claim or remedy of any Secured Party against the Borrower,
any other Loan Party or any other insider guarantor or any Collateral, whether
or not such claim, remedy or right arises in equity or under contract, statute
or common law, including, without limitation, the right to take or receive from
the Borrower, any other Loan Party or any other insider guarantor, directly or
indirectly, in cash or other property or by set-off or in any other manner,
payment or security on account of such claim, remedy or right, unless and until
all of the Guaranteed Obligations and all other amounts payable under this
Guaranty shall have been paid in full in cash, all Letters of Credit and all
Secured Hedge Agreements shall have expired or been terminated and the
Commitments shall have expired or been terminated. If any amount shall be paid
to any Guarantor in violation of the immediately preceding sentence at any time
prior to the latest of (a) the payment in full in cash of the Guaranteed
Obligations and all other amounts payable under this Guaranty, (b) the
Termination Date and (c) the latest date of expiration or termination of all
Letters of Credit and all Secured Hedge Agreements, such amount shall be
received and held in trust for the benefit of the Secured Parties, shall be
segregated from other property and funds of such Guarantor and shall forthwith
be paid or delivered to the Administrative Agent in the same form as so received
(with any necessary endorsement or assignment) to be credited and applied to the
Guaranteed Obligations and all other amounts payable under this Guaranty,
whether matured or unmatured, in accordance with the terms of the Loan
Documents, or to be held as Collateral for any Guaranteed Obligations or other
amounts payable under this Guaranty thereafter arising. If (i) any Guarantor
shall make payment to any Secured Party of all or any part of the Guaranteed
Obligations, (ii) all of the Guaranteed Obligations and all other amounts
payable under this Guaranty shall have been paid in full in cash, (iii) the
Termination Date shall have occurred and (iv) all Letters of Credit and all
Secured Hedge Agreements shall have expired or been terminated, the Secured
Parties will, at such Guarantor's request and expense, execute and deliver to
such Guarantor appropriate documents, without recourse and without
representation or warranty, necessary to evidence the transfer by subrogation to
such Guarantor of an interest in the Guaranteed Obligations resulting from such
payment made by such Guarantor pursuant to this Guaranty.

      SECTION 8.05 Guaranty Supplements. Upon the execution and delivery by any
Person of a guaranty supplement in substantially the form of Exhibit E hereto
(each, a "GUARANTY SUPPLEMENT"), (a) such Person shall be referred to as an
"ADDITIONAL GUARANTOR" and shall become and be a Guarantor hereunder, and each
reference in this Guaranty to a "GUARANTOR" shall also mean and be a reference
to such Additional Guarantor, and each reference in any other Loan Document to a
"GUARANTOR" shall also mean and be a reference to such Additional Guarantor, and
(b) each reference herein to " THIS GUARANTY", "HEREUNDER", "HEREOF" or words of
like import referring to this Guaranty, and each reference in any other

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Loan Document to the "GUARANTY", "THEREUNDER", "THEREOF" or words of like import
referring to this Guaranty, shall mean and be a reference to this Guaranty as
supplemented by such Guaranty Supplement.

      SECTION 8.06 Subordination. Each Guarantor hereby subordinates any and all
debts, liabilities and other Obligations owed to such Guarantor by each other
Loan Party (the "SUBORDINATED OBLIGATIONS") to the Guaranteed Obligations to the
extent and in the manner hereinafter set forth in this Section 8.06:

            (a) Prohibited Payments, Etc. Except during the continuance of an
      Event of Default (including the commencement and continuation of any
      proceeding under any Bankruptcy Law relating to any other Loan Party),
      each Guarantor may receive payments from any other Loan Party on account
      of the Subordinated Obligations. After the occurrence and during the
      continuance of any Event of Default (including the commencement and
      continuation of any proceeding under any Bankruptcy Law relating to any
      other Loan Party), however, unless the Administrative Agent otherwise
      agrees, no Guarantor shall demand, accept or take any action to collect
      any payment on account of the Subordinated Obligations.

            (b) Prior Payment of Guaranteed Obligations. In any proceeding under
      any Bankruptcy Law relating to any other Loan Party, each Guarantor agrees
      that the Secured Parties shall be entitled to receive payment in full in
      cash of all Guaranteed Obligations (including all interest and expenses
      accruing after the commencement of a proceeding under any Bankruptcy Law,
      whether or not constituting an allowed claim in such proceeding ("POST
      PETITION INTEREST")) before such Guarantor receives payment of any
      Subordinated Obligations.

            (c) Turn-Over. After the occurrence and during the continuance of
      any Event of Default (including the commencement and continuation of any
      proceeding under any Bankruptcy Law relating to any other Loan Party),
      each Guarantor shall, if the Administrative Agent so requests, collect,
      enforce and receive payments on account of the Subordinated Obligations as
      trustee for the Secured Parties and deliver such payments to the
      Administrative Agent on account of the Guaranteed Obligations (including
      all Post Petition Interest), together with any necessary endorsements or
      other instruments of transfer, but without reducing or affecting in any
      manner the liability of such Guarantor under the other provisions of this
      Guaranty.

            (d) Administrative Agent Authorization. After the occurrence and
      during the continuance of any Event of Default (including the commencement
      and continuation of any proceeding under any Bankruptcy Law relating to
      any other Loan Party), the Administrative Agent is authorized and
      empowered (but without any obligation to so do), in its discretion, (i) in
      the name of each Guarantor, to collect and enforce, and to submit claims
      in respect of, Subordinated Obligations and to apply any amounts received
      thereon to the Guaranteed Obligations (including any and all Post Petition
      Interest), and (ii) to require each Guarantor (A) to collect and enforce,
      and to submit claims in respect of, Subordinated Obligations and (B) to
      pay any amounts received on such obligations to the Administrative Agent
      for application to the Guaranteed Obligations (including any and all Post
      Petition Interest).

      SECTION 8.07 Continuing Guaranty; Assignments. This Guaranty is a
continuing guaranty and shall (a) remain in full force and effect until the
latest of (i) the payment in full in cash of the Guaranteed Obligations and all
other amounts payable under this Guaranty, (ii) the Termination Date and (iii)
the latest date of expiration or termination of all Letters of Credit and all
Secured Hedge Agreements, (b) be binding upon the Guarantor, its successors and
assigns and (c) inure to the benefit of and be enforceable by the Secured
Parties and their successors, transferees and assigns. Without limiting the
generality of clause (c) of the immediately preceding sentence, any Secured
Party may assign or otherwise transfer all

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or any portion of its rights and obligations under this Agreement (including,
without limitation, all or any portion of its Commitments, the Advances owing to
it and the Note or Notes held by it) to any other Person, and such other Person
shall thereupon become vested with all the benefits in respect thereof granted
to such Secured Party herein or otherwise, in each case as and to the extent
provided in Section 9.07. No Guarantor shall have the right to assign its rights
hereunder or any interest herein without the prior written consent of the
Secured Parties.

      SECTION 8.08 Release of Guarantors. If a Restricted Subsidiary owning a
Borrower Property is sold in a transaction permitted pursuant to Section
5.02(e)(iii) or if Permitted Boca Mortgage Debt is incurred in accordance with
Section 5.02(b)(iii)(I), each Secured Party hereby authorizes and directs the
Administrative Agent, (i) in the case of the permitted sale of such Restricted
Subsidiary, concurrently with any such sale, to release such Restricted
Subsidiary from the Guaranty and the Equity Interests in such Restricted
Subsidiary from the Liens of the Pledge Agreement and (ii) in the case of the
incurrence of Permitted Boca Mortgage Debt, concurrently with any such
incurrence, to release BRHCLP and its Subsidiaries from the Guaranty and the
Equity Interests in BRHCLP and its Subsidiaries from the Liens of the Pledge
Agreement.

                                   ARTICLE IX

                                  MISCELLANEOUS

      SECTION 9.01 Amendments, Etc. No amendment or waiver of any provision of
this Agreement or the Notes or any other Loan Document, nor consent to any
departure by any Loan Party therefrom, shall in any event be effective unless
the same shall be in writing and signed (or, in the case of the Collateral
Documents, consented to) by the Borrower and the Required Lenders (other than
Defaulting Lenders), and then such waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given; provided,
however, that no amendment, waiver or consent shall:

            (a) unless in writing and signed by each Lender Party directly and
      adversely affected thereby (other than any Lender Party that is, at such
      time, a Defaulting Lender), do any of the following at any time: (i) waive
      any of the conditions specified in Sections 3.01 or 3.04 or, in the case
      of the Initial Extension of Credit, Section 3.03, or in the case of the
      Term Borrowing, Sections 3.02 or 3.03, (ii) change the number of Lenders
      or the percentage of (x) the Commitments, (y) the aggregate unpaid
      principal amount of the Advances or (z) the aggregate Available Amount of
      outstanding Letters of Credit that, in each case, shall be required for
      the Lenders or any of them to take any action hereunder, (iii) except as
      provided in Section 8.08, reduce or limit the obligations of any Guarantor
      under Section 8.01 or release such Guarantor or otherwise limit such
      Guarantor's liability with respect to the Obligations owing to the
      Administrative Agent and the Lender Parties, (iv) release all or
      substantially all of the Collateral in any transaction or series of
      related transactions or permit the creation, incurrence, assumption or
      existence of any Lien on all or substantially all of the Collateral in any
      transaction or series of related transactions to secure any Obligations
      other than Obligations owing to the Secured Parties under the Loan
      Documents, (v) amend Section 2.13 or this Section 9.01, and

            (b) unless in writing and signed by two-thirds of the Lenders (other
      than any Lender that is, at such time, a Defaulting Lender), do any of the
      following at any time: (i) make changes to Section 5.05, (ii) make changes
      to Section 2.05(b) and (iii) release any individual Borrower Property in
      any transaction or series of related transactions (except as may be
      required to consummate any transaction permitted under Section 5.02(e)) or
      permit the creation, incurrence, assumption or existence of any Lien on
      any individual Borrower Property in any transaction or

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      series of related transactions to secure any Obligations other than
      Obligations owing to the Administrative Agent and the Lender Parties under
      the Loan Documents,

            (c) unless in writing and signed by the Required Lenders and each
      Lender (other than any Lender that is, at such time, a Defaulting Lender)
      that has a Commitment under, or is owed any amounts under or in respect
      of, a Term Facility or the Revolving Credit Facility if such Lender is
      directly and adversely affected by such amendment, waiver or consent: (i)
      increase the Commitments of such Lender or amend Section 2.13 so as to
      subject such Lender to additional Obligations; (ii) reduce the principal
      of, or stated rate of interest on, the Notes held by such Lender or any
      fees or other amounts stated to be payable hereunder to such Lender; or
      (iii) postpone any date scheduled for any payment of principal of, or
      interest on, the Notes pursuant to Section 2.04 or 2.06 or any date fixed
      for any payment of fees or other amounts payable to such Lender hereunder
      or any Guaranteed Obligations payable under ARTICLE VIII or (iv) change
      the order of application of any prepayment set forth in Section 2.06 in
      any manner that materially adversely affects such Lender; and

            (d) impose any greater restriction on the ability of any Lender to
      assign any of its rights or obligations hereunder without the written
      consent of Lenders having more than 50% of the sum of (a) the aggregate
      principal amount of the Advances outstanding at such time, (b) the
      aggregate Available Amount of all Letters of Credit outstanding at such
      time, (c) the aggregate unused Term Commitments at such time and (d) the
      aggregate Unused Revolving Credit Commitments at such time within each of
      the following classes of Commitments, Advances and Letters of Credit: (i)
      the class consisting of the Revolving Credit Commitments, combined on an
      aggregate basis, and (ii) the class consisting of the Term Commitments,
      combined on an aggregate basis. For purposes of this clause, the aggregate
      amount of each Lender's risk participation and funded participation in
      Letters of Credit shall be deemed to be held by such Lender; and

            (e) affect adversely the interests, rights or obligations of the
      Revolving Credit Lenders in a manner substantially different from the
      effect of such amendment, waiver or consent on the Term Lenders, unless
      consented to by the Required Revolving Credit Lenders, it being understood
      that any amendment, waiver or consent that has the effect of curing or
      waiving any Default and that contemplates a Borrowing in connection with
      such amendment, waiver or consent shall require the consent of the
      Required Revolving Credit Lenders; and

            (f) affect adversely the interests, rights or obligations of the
      Term Lenders in a manner substantially different from the effect of such
      amendment, waiver or consent on the Revolving Credit Lenders, unless
      consented to by Required Term Lenders;

provided that no amendment, waiver or consent shall, unless in writing and
signed by the Issuing Bank, as the case may be, in addition to the Lenders
required above to take such action, affect the rights or obligations of the
Issuing Bank, as the case may be, under this Agreement, and provided further
that, in addition to the Lenders required above to take such action, no
amendment, waiver or consent shall affect the rights or duties of the
Administrative Agent or the Lead Arranger under this Agreement or the other Loan
Documents, unless in writing and signed by each such party that is directly
affected by such amendment, waiver or consent.

      SECTION 9.02 Notices, Etc. All notices and other communications provided
for hereunder shall be in writing (including telecopy communication) and mailed,
telecopied or delivered by overnight courier of nationally recognized standing,
if to the Borrower at 501 East Camino Real, Boca Raton, Florida 33432,
Attention: Chief Financial Officer, telecopier number (561) 447-5315; if to any
Initial

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Lender Party, at its Domestic Lending Office specified opposite its name on
SCHEDULE I hereto; if to any other Lender Party, at its Domestic Lending Office
specified in the Assignment and Acceptance pursuant to which it became a Lender
Party; and if to the Administrative Agent, at its address at 60 Wall Street, New
York, New York 10005, Attention: Linda Wang, telecopier number (646) 324-7450;
or, as to any party, at such other address as shall be designated by such party
in a written notice to the other parties. All such notices and other
communications shall, when mailed, be effective three (3) Business Days after
being deposited in the mails, and, when telecopied or sent by courier, be
effective when transmitted by telecopier or delivered by the overnight courier,
respectively, except that notices and communications to the Administrative Agent
pursuant to Article II, III or VII shall not be effective until received by the
Administrative Agent. Delivery by telecopier of an executed counterpart of a
signature page to any amendment or waiver of any provision of this Agreement or
the Notes or of any EXHIBIT hereto to be executed and delivered hereunder shall
be effective as delivery of an original executed counterpart thereof.

      SECTION 9.03 No Waiver; Remedies. No failure on the part of any Lender
Party or the Administrative Agent to exercise, and no delay in exercising, any
right hereunder or under any Note or any other Loan Document shall operate as a
waiver thereof; nor shall any single or partial exercise of any such right
preclude any other or further exercise thereof or the exercise of any other
right. The remedies herein provided are cumulative and not exclusive of any
remedies provided by law.

      SECTION 9.04 Costs and Expenses. (a) The Borrower agrees to pay on demand
(i) all costs and expenses of the Administrative Agent and the Lead Arranger in
connection with the preparation, execution, delivery, administration,
modification and amendment of the Loan Documents (including, without limitation,
(A) all due diligence, collateral review, syndication, transportation, computer,
duplication, appraisal, audit, insurance, consultant, search, filing and
recording fees and expenses and (B) the reasonable fees and expenses of counsel
for each of the Administrative Agent and the Lead Arranger with respect thereto
(including, without limitation, with respect to reviewing and advising on any
matters required to be completed by the Loan Parties on a post-closing basis and
assisting with any syndication of the Facilities effected on a post-closing
basis), with respect to advising the Administrative Agent and the Lead Arranger,
as to their respective rights and responsibilities, or the perfection,
protection or preservation of rights or interests, under the Loan Documents,
with respect to negotiations with any Loan Party or with other creditors of any
Loan Party or any of its Subsidiaries arising out of any Default or any events
or circumstances that may give rise to a Default and with respect to presenting
claims in or otherwise participating in or monitoring any bankruptcy, insolvency
or other similar proceeding involving creditors' rights generally and any
proceeding ancillary thereto) and (ii) all costs and expenses of the Secured
Parties in connection with the enforcement of the Loan Documents, whether in any
action, suit or litigation, any bankruptcy, insolvency or other similar
proceeding affecting creditors' rights generally (including, without limitation,
the reasonable fees and expenses of counsel for the Secured Parties with respect
thereto).

            (b) (i) To the fullest extent permitted by applicable law, the Loan
Parties agree, jointly and severally, to indemnify and hold harmless each of the
Secured Parties and the affiliated entities, directors, officers, employees,
legal counsel, agents and controlling persons (within the meaning of the federal
securities laws) of each of the Secured Parties (collectively, the "INDEMNIFIED
PARTIES"), from and against any and all losses, claims, damages, obligations,
penalties, judgments, awards, liabilities, costs, expenses and disbursements and
any and all actions, suits, proceedings and investigations in respect thereof
and any and all legal or other costs, expenses and disbursements in giving
testimony or furnishing documents in response to a subpoena or otherwise
(including, without limitation, the costs, expenses and disbursements, as and
when incurred, of investigating, preparing or defending any such action,
proceeding or investigation (whether or not in connection with litigation in
which any of the Indemnified Parties is a party) and including, without
limitation, any and all losses, claims, damages,

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obligations, penalties, judgments, awards, liabilities, costs, expenses and
disbursements, resulting from any negligent act or omission of any of the
Indemnified Parties), directly or indirectly, caused by, relating to, based
upon, arising out of or in connection with (A) the Transaction, (B) the
Transaction Documents or (C) any untrue statement or alleged untrue statement of
a material fact contained in, or omissions or alleged omissions from any filing
with any governmental agency or similar statements or omissions in or from any
information furnished by the Parent Guarantor or any of its Subsidiaries or
Affiliates to any of the Indemnified Parties or any other person in connection
with the Transaction or the Transaction Documents; provided, however, that such
indemnity agreement shall not apply to any portion of any such loss, claim,
damage, obligation, penalty, judgment, award, liability, cost, expense or
disbursement to the extent it is found in a final judgment by a court of
competent jurisdiction (not subject to further appeal) to have resulted
primarily and directly from the gross negligence or willful misconduct of any of
the Indemnified Parties. The indemnification provisions contained in this
Section 9.04(b) shall be in addition to any liability which any Loan Party may
have to the Indemnified Parties. If any action, suit, proceeding or
investigation is commenced, as to which any of the Indemnified Parties proposes
to demand indemnification, it shall notify the Borrower with reasonable
promptness; provided, however, that any failure by any of the Indemnified
Parties to so notify the Borrower shall not relieve the Borrower or any other
Loan Party from its obligations hereunder. Each of the Administrative Agent and
Lead Arranger, on behalf of the Indemnified Parties, shall have the right to
retain counsel of its choice to represent the Indemnified Parties, and the
Borrower shall, or shall cause the other Loan Parties, jointly and severally to
pay, the fees, expenses and disbursement of such counsel; and such counsel
shall, to the extent consistent with its professional responsibilities,
cooperate with the Borrower and the other Loan Parties and any counsel
designated by the Borrower or the other Loan Parties. The Borrower and the Loan
Parties shall be jointly and severally liable for any settlement of any claim
against any of the Indemnified Parties made with the Borrower's written consent,
which consent shall not be unreasonably withheld. Without the prior written
consent of the Administrative Agent and the Lead Arranger, the Parent Guarantor
shall not, and shall not permit any of the other Loan Parties to, settle or
compromise any claim, or permit a default or consent to the entry of any
judgment in respect thereof, unless such settlement, compromise or consent
includes, as an unconditional term thereof, the giving by the claimant to each
of the Indemnified Parties of an unconditional and irrevocable release from all
liability in respect of such claim. No party hereto liable for any damages
hereunder to any other party shall ever be liable for any special, indirect or
consequential damages or, to the fullest extent that a claim for punitive
damages may lawfully be waived, for any punitive damages on any claim (whether
founded in contract, tort, legal duty or any other theory of liability) arising
from or related in any manner to the Loan Documents or the negotiation,
execution, administration, performance, breach or enforcement of the Loan
Documents or any amendment thereto or the consummation of, or any failure to
consummate, the Transaction or any act, omission, breach or wrongful conduct in
any manner related thereto.

            (ii) In order to provide for just and equitable contribution, if a
claim for indemnification pursuant to the indemnification provisions of this
Section 9.04(b) is made but is found in a final judgment by a court of competent
jurisdiction (not subject to further appeal) that such indemnification may not
be enforced in such case, even though the express provisions hereof provide for
indemnification in such case, then the Borrower and other Loan Parties, if any,
on the one hand, and the Indemnified Parties, on the other hand, shall
contribute to the losses, claims, damages, obligations, penalties, judgments,
awards, liabilities, costs, expenses and disbursements to which the Indemnified
Parties may be subject in accordance with the relative benefits received by the
Borrower and the other Loan Parties, on the one hand, and the Indemnified
Parties, on the other hand, and also the relative fault of the Borrower and the
other Loan Parties, on the one hand, and the Indemnified Parties, on the other
hand, in connection with the statements, acts or omissions which resulted in
such losses, claims, damages, obligations, penalties, judgments, awards,
liabilities, costs, expenses and disbursements and the relevant equitable
considerations shall also be considered. No person found liable for a fraudulent
misrepresentation shall be entitled to contribution from any other person who is
not also found liable for

                                       83
<PAGE>

such fraudulent misrepresentation. Notwithstanding the foregoing, none of the
Indemnified Parties shall be obligated to contribute any amount hereunder that
exceeds the amount of fees (but not interest) previously received by such
Indemnified Party pursuant to the Transaction Documents.

            (iii) This Agreement does not create, and shall not be construed as
creating, any rights enforceable by a person or entity not a party hereto,
except as provided in this Section 9.04(b). The Borrower, on behalf of itself
and each other Loan Party, acknowledges and agrees that: (A) none of the Secured
Parties is, nor shall any one of them be construed as, a fiduciary or agent of
any Loan Party or any other person and shall have no duties or liabilities to
any such person's equity holders or creditors by virtue of this Agreement, which
is hereby expressly waived, and neither the Administrative Agent nor the Lead
Arranger has been retained to advise or has advised the Borrower regarding the
wisdom, prudence or advisability of entering into this Agreement or consummating
the Transaction; (B) none of the Secured Parties shall have any liability
(including, without limitation, liability for any losses, claims, damages,
obligations, penalties, judgments, awards, liabilities, costs, expenses or
disbursements resulting from any negligent act or omission of any of them)
(whether direct or indirect, in contract, tort or otherwise) to the Borrower or
any other Loan Party (including, without limitation, their respective equity
holders and creditors) or any other person for or in connection with this
Agreement or the Transaction, except that a claim in contract for actual direct
damages directly and proximately caused by a breach of any contractual
obligation expressly set forth in any written agreement signed by the party
against which enforcement of such claim is sought shall not be impaired hereby;
and (C) each of the Administrative Agent and the Lead Arranger was induced to
enter into this Agreement by, inter alia, this Article VIII.

            (c) If any payment of principal of, or Conversion of, any Eurodollar
Rate Advance is made by the Borrower to or for the account of a Lender Party
other than on the last day of the Interest Period for such Advance, as a result
of an assignment in connection with a syndication of the Facilities during the
period from the Closing Date to the earlier of (x) two months from such date and
(y) the completion of syndication of the Facilities (as shall be specified by
the Administrative Agent in a written notice to the Borrower), a payment or
Conversion pursuant to Section 2.06, 2.08 or 2.09, acceleration of the maturity
of the Advances pursuant to Section 6.01 or for any other reason or by an
Eligible Assignee to a Lender Party other than on the last day of the Interest
Period for such Advance upon an assignment of rights and obligations under this
Agreement pursuant to Section 9.07 as a result of a demand by the Borrower
pursuant to Section 9.07(a), the Borrower shall, upon demand by such Lender
Party (with a copy of such demand to the Administrative Agent), pay to the
Administrative Agent for the account of such Lender Party any amounts required
to compensate such Lender Party for any additional losses, costs or expenses
that it may reasonably incur as a result of such payment or Conversion or such
failure to pay or prepay, as the case may be, including, without limitation, any
loss (including loss of anticipated profits), cost or expense incurred by reason
of the liquidation or reemployment of deposits or other funds acquired by any
Lender Party to fund or maintain such Advance.

            (d) If any Loan Party fails to pay when due any costs, expenses or
other amounts payable by it under any Loan Document, including, without
limitation, fees and expenses of counsel and indemnities, such amount may be
paid on behalf of such Loan Party by the Administrative Agent or any Lender
Party, in its sole discretion.

            (e) Without prejudice to the survival of any other agreement of any
Loan Party hereunder or under any other Loan Document, the agreements and
obligations of the Borrower contained in Sections 2.10 and 2.12 and this Section
9.04 shall survive the payment in full of principal, interest and all other
amounts payable hereunder and under any of the other Loan Documents.

      SECTION 9.05 Right of Set-off. Upon (a) the occurrence and during the
continuance of any Event of Default and (b) the making of the request or the
granting of the consent specified by Section 6.01

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<PAGE>

to authorize the Administrative Agent to declare the Notes due and payable
pursuant to the provisions of Section 6.01, the Administrative Agent and each
Lender Party and each of their respective Affiliates is hereby authorized at any
time and from time to time, to the fullest extent permitted by law, to set off
and otherwise apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other indebtedness at any time owing
by the Administrative Agent, such Lender Party or such Affiliate to or for the
credit or the account of the Borrower against any and all of the Obligations of
the Borrower now or hereafter existing under the Loan Documents, irrespective of
whether the Administrative Agent or such Lender Party shall have made any demand
under this Agreement or such Note or Notes and although such Obligations may be
unmatured. The Administrative Agent and each Lender Party agrees promptly to
notify the Borrower after any such set-off and application; provided, however,
that the failure to give such notice shall not affect the validity of such
set-off and application. The rights of the Administrative Agent and each Lender
Party and their respective Affiliates under this Section 9.05 are in addition to
other rights and remedies (including, without limitation, other rights of
set-off) that the Administrative Agent, such Lender Party and their respective
Affiliates may have. Notwithstanding anything in the foregoing to the contrary,
no Lender Party shall exercise any right of set-off against any Loan Party with
respect to the Borrower's Obligations under the Loan Documents without the prior
written consent of the Administrative Agent if the exercise of such right could
limit or adversely affect the remedies available to the Lender Parties or
restrict the order of the exercise of such remedies under any law applicable to
the parties or to the exercise of any such remedies. If any Lender Party shall
receive any payment or proceeds from any Loan Party in respect of the
Obligations, such Person shall immediately pay such amounts to the
Administrative Agent for distribution to the other Lender Parties in accordance
with this Agreement and the other Loan Documents. In the event that any such
Lender Party improperly exercises any right of set-off in violation of the terms
of this Agreement, then such Person shall indemnify, defend and hold harmless
the Administrative Agent and each of the other Persons among the Lender Parties
from any loss or injury that may result from such Person's exercise of its right
of set-off.

      SECTION 9.06 Binding Effect. This Agreement shall become effective when it
shall have been executed by the Borrower and the Administrative Agent and the
Administrative Agent shall have been notified by each Initial Lender Party that
such Initial Lender Party has executed it and thereafter shall be binding upon
and inure to the benefit of the Borrower, the Administrative Agent and each
Lender Party and their respective successors and assigns, except that the
Borrower shall not have the right to assign its rights hereunder or any interest
herein without the prior written consent of the Lender Parties.

      SECTION 9.07 Assignments and Participations. (a) Each Lender may assign to
one or more Eligible Assignees all or a portion of its rights and obligations
under this Agreement (including, without limitation, all or a portion of its
Commitment or Commitments, the Advances owing to it and the Note or Notes held
by it); provided, however, that (i) each such assignment shall be of a uniform,
and not a varying, percentage of all rights and obligations under and in respect
of any or all Facilities, (ii) except in the case of an assignment to a Person
that, immediately prior to such assignment, was a Lender, an Affiliate of any
Lender or an Approved Fund of any Lender or an assignment of all of a Lender's
rights and obligations under this Agreement, the aggregate amount of the
Commitments being assigned to such Eligible Assignee pursuant to such assignment
(determined as of the date of the Assignment and Acceptance with respect to such
assignment) shall in no event be less than $1,000,000 (except in the case of
assignments by an Approved Fund to one or more of its Affiliates, so long as the
aggregate amount of the Commitments assigned to such Affiliates is not less than
$1,000,000) and shall be in an integral multiple of $500,000 (or such lesser
amount as shall be approved by the Administrative Agent) under each Facility for
which a Commitment is being assigned, (iii) each such assignment shall be to an
Eligible Assignee, (iv) no such assignments shall be permitted without the
consent of the Borrower (unless a Default shall have occurred and be
continuing), which consent shall not be unreasonably withheld, and of the
Administrative Agent until the Administrative Agent shall have notified the
Lender Parties that

                                       85
<PAGE>

syndication of the Commitments hereunder has been completed and (v) the parties
to each such assignment shall execute and deliver to the Administrative Agent,
for its acceptance and recording in the Register, an Assignment and Acceptance,
together with any Note or Notes subject to such assignment and a processing and
recordation fee of $3,500.

            (b) Upon such execution, delivery, acceptance and recording, from
and after the effective date specified in such Assignment and Acceptance, (i)
the assignee thereunder shall be a party hereto and, to the extent that rights
and obligations hereunder have been assigned to it pursuant to such Assignment
and Acceptance, have the rights and obligations of a Lender or Issuing Bank, as
the case may be, hereunder and (ii) the Lender or Issuing Bank assignor
thereunder shall, to the extent that rights and obligations hereunder have been
assigned by it pursuant to such Assignment and Acceptance, relinquish its rights
(other than its rights under Sections 2.10, 2.12 and 9.04 to the extent any
claim thereunder relates to an event arising prior to such assignment) and be
released from its obligations under this Agreement (and, in the case of an
Assignment and Acceptance covering all of the remaining portion of an assigning
Lender's or Issuing Bank's rights and obligations under this Agreement, such
Lender or Issuing Bank shall cease to be a party hereto).

            (c) By executing and delivering an Assignment and Acceptance, each
Lender Party assignor thereunder and each assignee thereunder confirms to and
agrees with each other and the other parties thereto and hereto as follows: (i)
other than as provided in such Assignment and Acceptance, such assigning Lender
Party makes no representation or warranty and assumes no responsibility with
respect to any statements, warranties or representations made in or in
connection with any Loan Document or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of, or the perfection or
priority of any lien or security interest created or purported to be created
under or in connection with, any Loan Document or any other instrument or
document furnished pursuant thereto; (ii) such assigning Lender Party makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of any Loan Party or the performance or observance by any
Loan Party of any of its obligations under any Loan Document or any other
instrument or document furnished pursuant thereto; (iii) such assignee confirms
that it has received a copy of this Agreement, together with copies of the
financial statements referred to in Section 4.01 and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment and Acceptance; (iv) such assignee will,
independently and without reliance upon the Administrative Agent, such assigning
Lender Party or any other Lender Party 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 this Agreement; (v) such
assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints
and authorizes the Administrative Agent to take such action as agent on its
behalf and to exercise such powers and discretion under the Loan Documents as
are delegated to the Administrative Agent by the terms hereof and thereof,
together with such powers and discretion as are reasonably incidental thereto;
and (vii) such assignee agrees that it will perform in accordance with their
terms all of the obligations that by the terms of this Agreement are required to
be performed by it as a Lender or the Issuing Bank, as the case may be.

            (d) The Administrative Agent shall maintain at its address referred
to in Section 9.02 a copy of each Assignment and Acceptance delivered to and
accepted by it and a register for the recordation of the names and addresses of
the Lender Parties and the Commitment under each Facility of, and principal
amount of the Advances owing under each Facility to, each Lender Party from time
to time (the "REGISTER"). The entries in the Register shall be conclusive and
binding for all purposes, absent manifest error, and the Borrower, the
Administrative Agent and the Lender Parties may treat each Person whose name is
recorded in the Register as a Lender Party hereunder for all purposes of this
Agreement. The Register shall be available for inspection by the Borrower or the
Administrative Agent or any Lender Party at any reasonable time and from time to
time upon reasonable prior notice.

                                       86
<PAGE>

            (e) Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender Party and an assignee, together with any Note or Notes subject
to such assignment, the Administrative Agent shall, if such Assignment and
Acceptance has been completed and is in substantially the form of EXHIBIT C
hereto, (i) accept such Assignment and Acceptance, (ii) record the information
contained therein in the Register and (iii) give prompt notice thereof to the
Borrower and each other Administrative Agent. In the case of any assignment by a
Lender, within ten Business Days after its receipt of such notice, the Borrower,
at its own expense, shall execute and deliver to the Administrative Agent in
exchange for the surrendered Note or Notes a new Note to the order of such
Eligible Assignee in an amount equal to the Commitment assumed by it under each
Facility pursuant to such Assignment and Acceptance and, if any assigning Lender
has retained a Commitment hereunder under such Facility, a new Note to the order
of such assigning Lender in an amount equal to the Commitment retained by it
hereunder. Such new Note or Notes shall be in an aggregate principal amount
equal to the aggregate principal amount of such surrendered Note or Notes, shall
be dated the effective date of such Assignment and Acceptance and shall
otherwise be in substantially the form of EXHIBIT A-1 or A-2 hereto, as the case
may be.

            (f) The Issuing Bank may assign to an Eligible Assignee not less
than all of its rights and obligations under the undrawn portion of its Letter
of Credit Commitment at any time; provided, however, that (i) each such
assignment shall be to an Eligible Assignee and (ii) the parties to each such
assignment shall execute and deliver to the Administrative Agent, for its
acceptance and recording in the Register, an Assignment and Acceptance, together
with a processing and recordation fee of $3,500.

            (g) Each Lender Party may sell participations to one or more Persons
(other than any Loan Party or any of its Affiliates) in or to all or a portion
of its rights and obligations under this Agreement (including, without
limitation, all or a portion of its Commitments, the Advances owing to it and
the Note or Notes (if any) held by it); provided, however, that (i) such Lender
Party's obligations under this Agreement (including, without limitation, its
Commitments) shall remain unchanged, (ii) such Lender Party shall remain solely
responsible to the other parties hereto for the performance of such obligations,
(iii) such Lender Party shall remain the holder of any such Note for all
purposes of this Agreement, (iv) the Borrower, the Administrative Agent and the
other Lender Parties shall continue to deal solely and directly with such Lender
Party in connection with such Lender Party's rights and obligations under this
Agreement and (v) no participant under any such participation shall have any
right to approve any amendment or waiver of any provision of any Loan Document,
or any consent to any departure by any Loan Party therefrom, except to the
extent that such amendment, waiver or consent would reduce the principal of, or
interest on, the Notes or any fees or other amounts payable hereunder, in each
case to the extent subject to such participation, postpone any date fixed for
any payment of principal of, or interest on, the Notes or any fees or other
amounts payable hereunder, in each case to the extent subject to such
participation, or release all or substantially all of the Collateral.

            (h) Any Lender Party may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section
9.07, disclose to the assignee or participant or proposed assignee or
participant any information relating to the Borrower furnished to such Lender
Party by or on behalf of the Borrower; provided, however, that, prior to any
such disclosure, the assignee or participant or proposed assignee or participant
shall agree to preserve the confidentiality of any Confidential Information
received by it from such Lender Party.

            (i) Notwithstanding any other provision set forth in this Agreement,
any Lender Party may at any time create a security interest in all or any
portion of its rights under this Agreement (including, without limitation, the
Advances owing to it and the Note or Notes held by it) in favor of any Federal
Reserve Bank in accordance with Regulation A of the Board of Governors of the
Federal Reserve System.

                                       87
<PAGE>

            (j) Notwithstanding anything to the contrary contained herein, any
Lender that is a fund that invests in bank loans may create a security interest
in all or any portion of the Advances owing to it and the Note or Notes held by
it in favor of the trustee for holders of obligations owed, or securities
issued, by such fund as security for such obligations or securities; provided,
however, that unless and until such trustee actually becomes a Lender in
compliance with the other provisions of this Section 9.07, (i) no such pledge
shall release the pledging Lender from any of its obligations under the Loan
Documents and (ii) such trustee shall not be entitled to exercise any of the
rights of a Lender under the Loan Documents even though such trustee may have
acquired ownership rights with respect to the pledged interest through
foreclosure or otherwise.

            (k) Notwithstanding anything to the contrary contained herein, any
Lender Party (a "GRANTING LENDER") may grant to a special purpose funding
vehicle identified as such in writing from time to time by the Granting Lender
to the Administrative Agent and the Borrower (an "SPC") the option to provide
all or any part of any Advance that such Granting Lender would otherwise be
obligated to make pursuant to this Agreement; provided, however, that (i)
nothing herein shall constitute a commitment by any SPC to fund any Advance, and
(ii) if an SPC elects not to exercise such option or otherwise fails to make all
or any part of such Advance, the Granting Lender shall be obligated to make such
Advance pursuant to the terms hereof. The making of an Advance by an SPC
hereunder shall utilize the Commitment of the Granting Lender to the same
extent, and as if, such Advance were made by such Granting Lender. Each party
hereto hereby agrees that (i) no SPC shall be liable for any indemnity or
similar payment obligation under this Agreement for which a Lender Party would
be liable, (ii) no SPC shall be entitled to the benefits of Sections 2.10 and
2.12 (or any other increased costs protection provision) and (iii) the Granting
Lender shall for all purposes, including, without limitation, the approval of
any amendment or waiver of any provision of any Loan Document, remain the Lender
Party of record hereunder. In furtherance of the foregoing, each party hereto
hereby agrees (which agreement shall survive the termination of this Agreement)
that, prior to the date that is one year and one day after the payment in full
of all outstanding commercial paper or other senior Debt of any SPC, it will not
institute against, or join any other person in instituting against, such SPC any
bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding
under the laws of the United States or any State thereof. Notwithstanding
anything to the contrary contained in this Agreement, any SPC may (i) with
notice to, but without prior consent of, the Borrower and the Administrative
Agent and with the payment of a processing fee of $500, assign all or any
portion of its interest in any Advance to the Granting Lender and (ii) disclose
on a confidential basis any non-public information relating to its funding of
Advances to any rating agency, commercial paper dealer or provider of any surety
or guarantee or credit or liquidity enhancement to such SPC. This subsection (k)
may not be amended without the prior written consent of the Borrower (which
consent shall not be unreasonably withheld) and each Granting Lender, all or any
part of whose Advances are being funded by the SPC at the time of such
amendment.

      SECTION 9.08 Execution in Counterparts. This Agreement may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
Delivery by telecopier of an executed counterpart of a signature page to this
Agreement shall be effective as delivery of an original executed counterpart of
this Agreement.

      SECTION 9.09 No Liability of the Issuing Banks. The Borrower assumes all
risks of the acts or omissions of any beneficiary or transferee of any Letter of
Credit with respect to its use of such Letter of Credit. Neither the Issuing
Bank nor any of its officers or directors shall be liable or responsible for:
(a) the use that may be made of any Letter of Credit or any acts or omissions of
any beneficiary or transferee in connection therewith; (b) the validity,
sufficiency or genuineness of documents, or of any endorsement thereon, even if
such documents should prove to be in any or all respects invalid, insufficient,
fraudulent or forged; (c) payment by the Issuing Bank against presentation of
documents that

                                       88
<PAGE>

do not comply with the terms of a Letter of Credit, including failure of any
documents to bear any reference or adequate reference to the Letter of Credit;
or (d) any other circumstances whatsoever in making or failing to make payment
under any Letter of Credit, except that the Borrower shall have a claim against
the Issuing Bank, and the Issuing Bank shall be liable to the Borrower, to the
extent of any direct, but not consequential, damages suffered by the Borrower
that the Borrower proves were caused by (i) the Issuing Bank's willful
misconduct or gross negligence as determined in a final, non-appealable judgment
by a court of competent jurisdiction in determining whether documents presented
under any Letter of Credit comply with the terms of the Letter of Credit or (ii)
the Issuing Bank's willful failure to make lawful payment under a Letter of
Credit after the presentation to it of a draft and certificates strictly
complying with the terms and conditions of the Letter of Credit. In furtherance
and not in limitation of the foregoing, the Issuing Bank 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.

      SECTION 9.10 Confidentiality; Patriot Act. Neither the Administrative
Agent nor any Lender Party shall disclose any Confidential Information to any
Person without the consent of the Borrower, other than (a) to the Administrative
Agent's or such Lender Party's Affiliates and their officers, directors,
employees, agents and advisors and to actual or prospective Eligible Assignees
and participants, and, in each case, then only on a confidential basis, (b) as
required by any law, rule or regulation or judicial process, (c) as requested or
required by any state, Federal or foreign authority or examiner (including the
National Association of Insurance Commissioners or any similar organization or
quasi-regulatory authority) regulating such Lender Party, (d) to any rating
agency when required by it; provided that, prior to any such disclosure, such
rating agency shall undertake to preserve the confidentiality of any
Confidential Information relating to the Loan Parties received by it from such
Lender Party, (e) in connection with any litigation or proceeding to which the
Administrative Agent or such Lender Party or any of its Affiliates may be a
party or (f) in connection with the exercise of any right or remedy under this
Agreement or any other Loan Document. Each Lender and the Administrative Agent
(for itself and not on behalf of any Lender) hereby notifies each Loan Party
that, pursuant to the requirements of the Patriot Act, it is required to obtain,
verify and record information that identifies each Loan Party, which information
includes names and addresses and other information that will allow such Lender
or the Administrative Agent, as applicable, to identify each Loan Party in
accordance with the Patriot Act.

      SECTION 9.11 Jurisdiction, Etc. (a) Each of the parties hereto hereby
irrevocably and unconditionally submits, for itself and its property, to the
nonexclusive jurisdiction of any New York State court or Federal court of the
United States of America sitting in New York City, and any appellate court from
any thereof, in any action or proceeding arising out of or relating to this
Agreement or any of the other Loan Documents to which it is a party, or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in any such New York State
court or, to the fullest extent permitted by law, in such Federal court. Each of
the parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Agreement shall
affect any right that any party may otherwise have to bring any action or
proceeding relating to this Agreement or any of the other Loan Documents in the
courts of any jurisdiction.

            (b) Each of the parties hereto irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection that it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement or any of the
other Loan Documents to which it is a party in any New York State or Federal
court. Each of the parties hereto hereby irrevocably waives, to the fullest
extent permitted by law, the defense of an inconvenient forum to the maintenance
of such action or proceeding in any such court.

                                       89
<PAGE>

      SECTION 9.12 Governing Law. This Agreement and the Notes shall be governed
by, and construed in accordance with, the laws of the State of New York.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       90
<PAGE>

      SECTION 9.13 Waiver of Jury Trial. EACH OF THE BORROWER, THE
ADMINISTRATIVE AGENT AND THE LENDER PARTIES IRREVOCABLY WAIVES ALL RIGHT TO
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON
CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE LOAN
DOCUMENTS, THE ADVANCES, THE LETTERS OF CREDIT OR THE ACTIONS OF THE
ADMINISTRATIVE AGENT OR ANY LENDER PARTY IN THE NEGOTIATION, ADMINISTRATION,
PERFORMANCE OR ENFORCEMENT THEREOF.

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

                                       BOCA RESORTS, INC.

                                       By ______________________________________
                                          Name: Wayne Moor
                                          Title: Senior Vice President

                                       BOCA RESORTS HOTEL CORPORATION

                                       By ______________________________________
                                          Name: Wayne Moor
                                          Title: Vice President

                                       RAHN PIER, INC.

                                       By ______________________________________
                                          Name: Wayne Moor
                                          Title: Vice President

                                       RAHN BAHIA, INC.

                                       By ______________________________________
                                          Name: Wayne Moor
                                          Title: Vice President

<PAGE>

                                   P66, LLC
                                   By: Rahn Pier, Inc., its sole member

                                   By __________________________________________
                                      Name: Wayne Moor
                                      Title: Vice President

                                   RAHN BAHIA, LLC
                                   By: Rahn Bahia, Inc., its sole member

                                   By __________________________________________
                                      Name: Wayne Moor
                                      Title: Vice President

                                   2301 SE 17TH ST., LTD.
                                   By: P66, LLC, its sole general partner
                                   By: Rahn Pier, Inc., its sole member

                                   By __________________________________________
                                      Name: Wayne Moor
                                      Title: Vice President

                                   RAHN BAHIA MAR, LTD.
                                   By: Rahn Bahia, LLC, its sole general partner
                                   By: Rahn Bahia, Inc., its sole member

                                   By __________________________________________
                                      Name: Wayne Moor
                                      Title: Vice President

                                   FPH/RHI MERGER CORP., INC.

                                   By __________________________________________
                                      Name: Wayne Moor
                                      Title: Vice President

<PAGE>

                                   PANTHERS EDGEWATER RESORT, INC.

                                   By __________________________________________
                                      Name: Wayne Moor
                                      Title: Vice President

                                   PELICAN HILL, LLC
                                   By: FPH/RHI Merger Corp., Inc., its sole
                                       member

                                   By __________________________________________
                                      Name: Wayne Moor
                                      Title: Vice President

                                   PER, L.L.C.
                                   By: Panthers Edgewater Resort, Inc., its sole
                                       member

                                   By __________________________________________
                                      Name: Wayne Moor
                                      Title: Vice President

                                   LEHILL PARTNERS, L.P.
                                   By: Pelican Hill, LLC, its sole general
                                       partner
                                   By: FPH/RHI Merger Corp., Inc., its sole
                                       member

                                   By __________________________________________
                                      Name: Wayne Moor
                                      Title: Vice President

                                   PANTHERS RPN LIMITED
                                   By: Panthers Edgewater Resort, Inc., its sole
                                       general partner

                                   By __________________________________________
                                      Name: Wayne Moor
                                      Title: Vice President

<PAGE>

                                   PANTHERS BOCA GENERAL PARTNER, INC.

                                   By __________________________________________
                                      Name: Wayne Moor
                                      Title: Vice President

                                   PANTHERS BOCA LIMITED PARTNER, INC.

                                   By __________________________________________
                                      Name: Wayne Moor
                                      Title: Vice President

                                   PANTHERS BRGP CORPORATION

                                   By __________________________________________
                                      Name: Wayne Moor
                                      Title: Vice President

                                   PANTHERS BRLP CORPORATION

                                   By __________________________________________
                                      Name: Wayne Moor
                                      Title: Vice President

                                   PANTHERS BRHC LIMITED
                                   By: Panthers BRGP Corporation, a general
                                       partner

                                   By __________________________________________
                                      Name: Wayne Moor
                                      Title: Vice President

                                   BOCA RATON RESORT AND CLUB, INC.

                                   By __________________________________________
                                      Name: Wayne Moor
                                      Title: Vice President

<PAGE>

                                   BOCA RATON CATERERS, INC.

                                   By __________________________________________
                                      Name: Wayne Moor
                                      Title: Vice President

                                   BOCA BY DESIGN, INC.

                                   By __________________________________________
                                      Name: Wayne Moor
                                      Title: Vice President

                                   FLORIDA HOSPITALITY SERVICES, INC.

                                   By __________________________________________
                                      Name: Wayne Moor
                                      Title: Vice President

                                   MIZNER CENTER, INC.

                                   By __________________________________________
                                      Name: Wayne Moor
                                      Title: Vice President

                                   [SIGNATURES CONTINUE ON THE FOLLOWING PAGES]

<PAGE>

                                   DEUTSCHE BANK TRUST COMPANY AMERICAS, as
                                       Administrative Agent, an Initial Lender,
                                       Initial Issuing Bank and Swing Line Bank

                                   By __________________________________________
                                      Name:
                                      Title:

<PAGE>

                                                                  EXECUTION COPY