Exhibit 10(af)


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                              AMENDED AND RESTATED

                                CREDIT AGREEMENT

                            Dated as of July 16, 2004

                                  by and among

                              CHARTERMAC, As Parent

                            CHARTER MAC CORPORATION,
                                   as Borrower


                              FLEET NATIONAL BANK,
                                    as Agent

                                       and

                     THE FINANCIAL INSTITUTIONS PARTY HERETO
                     AND THEIR ASSIGNEES UNDER SECTION 11.5,
                                   as Lenders

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


<PAGE>



<TABLE>
<CAPTION>

                                TABLE OF CONTENTS

                                                                                Page
                                                                                ----
<S>      <C>             <C>                                                     <C>
Article I.    Definitions.........................................................1
         Section 1.1.    Definitions..............................................1
         Section 1.2.    General; References to Times............................11
Article II.   Credit Facility....................................................12
         Section 2.1.    The Loan................................................12
         Section 2.2.    Rates and Payment of Interest on the Loan...............12
         Section 2.3.    Number of Interest Periods..............................13
         Section 2.4.    Repayment of the Loan...................................13
         Section 2.5.    Prepayments.............................................13
         Section 2.6.    Continuation............................................14
         Section 2.7.    Conversion..............................................14
         Section 2.8.    Notes...................................................14
Article III.  Payments, Fees and Other General Provisions........................15
         Section 3.1.    Payments................................................15
         Section 3.2.    Pro Rata Treatment......................................15
         Section 3.3.    Sharing of Payments, Etc................................15
         Section 3.4.    Minimum Amounts.........................................16
         Section 3.5.    Fees....................................................16
         Section 3.6.    Computations............................................16
         Section 3.7.    Usury...................................................16
         Section 3.8.    Agreement Regarding Interest and Charges................16
         Section 3.9.    Statements of Account...................................17
         Section 3.10.   Taxes...................................................17
Article IV.   Yield Protection, Etc..............................................18
         Section 4.1.    Additional Costs; Capital Adequacy......................18
         Section 4.2.    Suspension of LIBOR Loans...............................19
         Section 4.3.    Illegality..............................................19
         Section 4.4.    Compensation............................................19
         Section 4.5.    Affected Lenders........................................20
         Section 4.6.    Treatment of Affected Loans.............................20
         Section 4.7.    Change of Lending Office................................20
         Section 4.8.    Assumptions Concerning Funding of LIBOR Loans...........21
Article V.    Conditions Precedent...............................................21
         Section 5.1.    Documents...............................................21
         Section 5.2.    Other Conditions Precedent..............................22
Article VI.   Representations and Warranties.....................................24
         Section 6.1.    Financial Information...................................24
         Section 6.2.    No Violations...........................................24
         Section 6.3.    Litigation..............................................24
         Section 6.4.    Good Title and No Liens.................................25
         Section 6.5.    Franchise, Patents, Copyrights, Etc.....................25
         Section 6.6.    Use of Proceeds.........................................25
         Section 6.7.    Entity Matters..........................................25
         Section 6.8.    Valid and Binding.......................................26
         Section 6.9.    Deferred Compensation and ERISA.........................26
         Section 6.10.    No Materially Adverse Contracts, Etc...................27
         Section 6.11.   Compliance With Other Instruments, Laws, Etc............27
         Section 6.12.   Tax Status..............................................27
         Section 6.13.   Holding Company and Investment Company Acts.............27
         Section 6.14.   Certain Transactions....................................27
         Section 6.15.   Loan Documents..........................................27

</TABLE>


                                        i
<PAGE>



<TABLE>
<CAPTION>

<S>      <C>             <C>                                                     <C>
         Section 6.16.   Regulations U and X.....................................28
         Section 6.17.   Solvency................................................28
         Section 6.18.   Conditions Satisfied....................................28
         Section 6.19.   No Material Change; No Default..........................28
         Section 6.20.   No Broker or Finder.....................................28
         Section 6.21.   Background Information and Certificates.................28
Article VII.  Affirmative Covenants..............................................28
         Section 7.1.    Punctual Payment........................................28
         Section 7.2.    Maintenance of Office...................................29
         Section 7.3.    Organizational Number...................................29
         Section 7.4.    Records and Accounts....................................29
         Section 7.5.    Notices.................................................29
         Section 7.6.    Existence; Conduct of Business..........................29
         Section 7.7.    Insurance...............................................30
         Section 7.8.    Taxes and Trade Debt....................................30
         Section 7.9.    Compliance with Laws, Contracts, Licenses, and Permits..30
         Section 7.10.   Indemnification Against Payment of Brokers' Fees........30
         Section 7.11.   Fiscal Year.............................................31
         Section 7.12.   Place for Records; Inspection...........................31
         Section 7.13.   Costs and Expenses......................................31
         Section 7.14.   Replacement Documentation...............................31
         Section 7.15.   Further Assurances......................................32
         Section 7.16.   Parent Guaranty.........................................32
         Section 7.17.   Financial Information...................................32
         Section 7.18.   Exchange Listing........................................32
Article VIII. Negative Covenants.................................................32
         Section 8.1.    Liens...................................................32
         Section 8.2.    Merger; Ownership Interests; Sale of Assets.............32
         Section 8.3.    Loans and Advances......................................33
         Section 8.4.    Distributions...........................................33
         Section 8.5.    Affiliate Indebtedness..................................33
         Section 8.6     Transaction Documents...................................33
Article IX.   Default............................................................34
         Section 9.1.    Events of Default.......................................34
         Section 9.2.    Remedies Upon Event of Default..........................36
         Section 9.3.    Written Waivers.........................................36
         Section 9.4.    Allocation of Proceeds..................................36
         Section 9.5.    Performance by Agent....................................36
         Section 9.6.    Rights Cumulative.......................................37
Article X.    The Agent..........................................................37
         Section 10.1.   Authorization and Action................................37
         Section 10.2.   Agent's Reliance, Etc...................................37
         Section 10.3.   Notice of Defaults......................................38
         Section 10.4.   Fleet as Lender.........................................38
         Section 10.5.   Approvals of Lenders....................................38
         Section 10.6.   Lender Credit Decision, Etc.............................39
         Section 10.7.   Indemnification of Agent................................39
         Section 10.8.   Successor Agent.........................................40
Article XI.   Miscellaneous.....................................................40
         Section 11.1.   Notices.................................................40
         Section 11.2.   Expenses................................................41
         Section 11.3.   Setoff..................................................42
         Section 11.4.   Litigation; Jurisdiction; Other Matters; Waivers........42
         Section 11.5.   Successors and Assigns..................................43

</TABLE>


                                       ii
<PAGE>



<TABLE>
<CAPTION>

<S>      <C>             <C>                                                     <C>
         Section 11.6.   Amendments..............................................44
         Section 11.7.   Nonliability of Agent and Lenders.......................45
         Section 11.8.   Confidentiality.........................................45
         Section 11.9.   Indemnification.........................................46
         Section 11.10.  Termination; Survival...................................47
         Section 11.11.  Severability of Provisions..............................47
         Section 11.12.  GOVERNING LAW...........................................47
         Section 11.13.  Counterparts............................................48
         Section 11.14.  Obligations with Respect to Subsidiaries................48
         Section 11.15.  Entire Agreement........................................48
         Section 11.16.  Construction............................................48

</TABLE>


                                       iii
<PAGE>



SCHEDULES AND EXHIBITS
----------------------

SCHEDULE 6.3            Litigation
SCHEDULE 6.7(b)(i)      Parent and Borrower Constituent Documents
SCHEDULE 6.7.(b)(ii)    Taxpayer Identification and State Organizational Numbers
SCHEDULE 6.7.(b)(iii)   Outstanding Options, Etc.
SCHEDULE 6.14           Certain Transactions
SCHEDULE 7.7            Insurance


EXHIBIT A               Form of Assignment and Acceptance Agreement
EXHIBIT B               Form of Notice of Continuation
EXHIBIT C               Form of Notice of Conversion
EXHIBIT D               Form of Note
EXHIBIT E               Form of Certificate Regarding Transaction Documents
EXHIBIT F               Form of Certificate Regarding CCLP Acquisition Letter of
                        Intent


                                       iv
<PAGE>



                      AMENDED AND RESTATED CREDIT AGREEMENT
                      -------------------------------------


     AMENDED  AND  RESTATED  CREDIT  AGREEMENT  dated as of July 16,  2004 (this
"Agreement") by and among CHARTERMAC, a Delaware statutory trust (the "Parent"),
CHARTER MAC CORPORATION,  a Delaware  corporation (the "Borrower"),  each of the
financial   institutions  initially  a  signatory  hereto  together  with  their
assignees  pursuant to Section  11.5.(d),  and FLEET  NATIONAL  BANK, a national
banking association, as Agent.

     WHEREAS,  the  Borrower,  Charter  Mac  (then  known as  Charter  Municipal
Mortgage Acceptance  Company),  Wachovia Bank, National Association as Agent (in
such   capacity,   "Wachovia"),   Wachovia   Capital   Markets,   LLC  as   Lead
Arranger/Bookrunner,  and certain financial  institutions entered into a certain
Credit  Agreement  dated as of November  17, 2003 (the "Senior  Wachovia  Credit
Agreement"),  with  respect to which Fleet,  in its  individual  capacity,  is a
lender; and

     WHEREAS, the Borrower, Charter Mac, and Wachovia Capital Investments, Inc.,
entered  into a certain  Credit  Agreement  dated as of  November  17, 2003 (the
"Junior Wachovia Credit Agreement"); and

     WHEREAS the Borrower has repaid in full all amounts  outstanding  under the
Junior Wachovia Credit  Agreement,  and the Junior Wachovia Credit Agreement has
been terminated; and

     WHEREAS,  Fleet, in its individual  capacity,  has acquired the interest in
the Senior Wachovia Credit Agreement not already owned by it; and

     WHEREAS,  Wachovia has resigned as Agent under the Senior  Wachovia  Credit
Agreement, and Fleet has succeeded Wachovia as Agent thereunder; and

     WHEREAS,  there is currently  outstanding  under the Senior Wachovia Credit
Agreement the aggregate principal amount of $100,000; and

     WHEREAS,  the Agent and the Lenders desire, on the terms and conditions set
forth herein,  to consolidate the amounts  outstanding under the Senior Wachovia
Credit Agreement and to make available to the Borrower additional advances under
the  Senior  Wachovia  Credit  Agreement  which  will  result  in a loan  in the
aggregate  principal  amount of up to  $91,000,000,  and  otherwise to amend and
restate the Senior  Wachovia  Credit  Agreement in its entirety on the terms and
conditions contained herein,

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby  acknowledged by the parties hereto, the parties
hereto agree as follows:

                             ARTICLE I. DEFINITIONS

SECTION 1.1.  DEFINITIONS.

     In addition to terms defined  elsewhere  herein,  the following terms shall
have the following meanings for the purposes of this Agreement:

     "ACQUISITION  LINE FACILITY" means that certain  Acquisition Loan Agreement
dated as of December  24, 2001 by and among  Fleet,  as agent for a syndicate of
lenders, such lenders, and the Borrower, as amended and in effect.

     "ADDITIONAL COSTS" has the meaning given that term in Section 4.1.

     "ADJUSTED  LIBOR RATE" means for each  Interest  Period for any LIBOR Loan,
the rate per annum obtained by dividing (i) LIBOR for such Interest  Period,  by
(ii) an amount  equal to the number  one minus the  maximum  reserve  percentage


<PAGE>



(expressed  as  a  decimal)   applicable   during  such  Interest  Period  under
regulations  issued from time to time by the Board of  Governors  of the Federal
Reserve System for  determining  the maximum  reserve  requirements  (including,
without  limitation,  any basic,  supplemental,  marginal and emergency  reserve
requirements)  for Agent (or of any subsequent  holder of a Note hereunder which
is subject to such reserve  requirements)  in respect of  liabilities  or assets
consisting of or including Eurocurrency  liabilities (as such term is defined in
Regulation D of the Board of Governors of the Federal  Reserve  System) having a
term equal to the Interest Period.

     "AFFILIATE"  means,  as  to  any  Person,  any  other  Person  directly  or
indirectly  controlling  or  controlled  by or under  direct or indirect  common
control with, such Person, and shall include (a) any beneficial holder of 10% or
more of any class of the then  outstanding  capital  stock  (or other  shares of
beneficial  interest or voting  securities) of the specified Person, and (b) any
Person  directly  or  indirectly  possessing  the  power to  direct or cause the
direction of the management or policies of the specified Person, whether through
the ownership of voting securities, by agreement, or otherwise.

     "AGENT" means Fleet,  as contractual  representative  for the Lenders under
the terms of this Agreement, and any of its successors.

     "AGREEMENT DATE" means the date as of which this Agreement is dated.

     "AGREEMENT  RELATING TO AMENDED AND RESTATED  CREDIT  ENHANCEMENT  UMBRELLA
AGREEMENT" means that certain Agreement  Relating to Amended and Restated Credit
Enhancement  Umbrella Agreement dated on or about the Agreement date among Capri
Acquisition, Inc., CCLP, Capri Holdings, LLC, Daryl J. Carter, Quinton E. Primo,
Brian J. Fargo, and the CCLP Term Loan Credit Enhancers.

     "APPLICABLE  LAW"  means  all  applicable   provisions  of   constitutions,
statutes,  rules,  regulations  and  orders of all  governmental  bodies and all
orders and decrees of all courts, tribunals and arbitrators.

     "ASSIGNEE" has the meaning given that term in Section 11.5.(d).

     "ASSIGNMENT  AND ACCEPTANCE  AGREEMENT"  means an Assignment and Acceptance
Agreement among a Lender,  an Assignee and the Agent,  substantially in the form
of EXHIBIT A.

     "BASE RATE"  means the per annum rate of  interest  equal to the greater of
(a) the Prime Rate plus  one-half  percent  (0.5%) or (b) the Federal Funds Rate
plus one percent (1.0%).  Any change in the Base Rate resulting from a change in
the Prime Rate or the Federal Funds Rate shall become effective as of 12:01 a.m.
on the Business Day on which each such change occurs.

     "BASE RATE LOAN" means any portion of the Loan  bearing  interest at a rate
based on the Base Rate.

     "BOND  WAREHOUSING  FACILITY"  means that certain  Tax-Exempt  Bond Line of
Credit and Security  Agreement dated as of March 26, 2003 by and among Fleet, as
agent for a syndicate of lenders, such lenders, and Issuer Trust, as amended and
in effect.

     "BORROWER" has the meaning set forth in the  introductory  paragraph hereof
and shall include the Borrower's successors and permitted assigns.

     "BUSINESS DAY" means (a) any day other than a Saturday, Sunday or other day
on which banks in Boston,  Massachusetts or New York, New York are authorized or
required to close and (b) with  reference to a LIBOR Loan,  any such day that is
also a day on which  dealings in Dollar  deposits  are carried out in the London
interbank market.

     "CASH  EQUIVALENTS"  shall mean (i) securities issued or directly and fully
guaranteed  or  insured  by the  United  States  of  America  or any  agency  or
instrumentality  thereof  (provided that the full faith and credit of the United
States of America is pledged in support  thereof) having  maturities of not more
than twelve months from the date of acquisition ("GOVERNMENT OBLIGATIONS"), (ii)


                                       2
<PAGE>



U.S.  dollar  denominated  (or foreign  currency  fully  hedged) time  deposits,
certificates of deposit, Eurodollar time deposits and Eurodollar certificates of
deposit  of (y) any  domestic  commercial  bank of  recognized  standing  having
capital and surplus in excess of $250,000,000  or (z) any bank whose  short-term
commercial  paper rating from S&P is at least A-1 or the  equivalent  thereof or
from Moody's is at least P-1 or the  equivalent  thereof (any such bank being an
"Approved  Bank"),  in each case with  maturities of not more than 364 days from
the date of acquisition, (iii) commercial paper and variable or fixed rate notes
rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the equivalent
thereof) or better by Moody's and maturing  within  twelve months of the date of
acquisition,  (iv) repurchase agreements with a bank or trust company (including
a Lender) or a recognized securities dealer having capital and surplus in excess
of  $500,000,000  for direct  obligations  issued by or fully  guaranteed by the
United States of America,  (v)  obligations of any state of the United States or
any  political  subdivision  thereof  for  the  payment  of  the  principal  and
redemption  price of and  interest on which  there  shall have been  irrevocably
deposited Government  Obligations maturing as to principal and interest at times
and in amounts sufficient to provide such payment,  (vi) auction preferred stock
rated in the highest  short-term  credit  rating  category by S&P or Moody's and
(vii) U.S. dollar  denominated  time and demand deposit accounts or money market
accounts with those domestic banks meeting the  requirements  of item (y) or (z)
of clause (ii) above and any other domestic commercial banks insured by the FDIC
with an aggregate balance not to exceed $100,000 in the aggregate at any time at
any such bank.

     "CCA" means  Capri  Capital  Advisors,  LLC, a Delaware  limited  liability
company.

     "CCA ACQUISITION"  means the purchase by CCLP from Capital Associates Group
Inc. of the 49% of the  membership  interest in CCA owned by Capital  Associates
Group Inc.

     "CCA ACQUISITION  AGREEMENT"  means that certain purchase  agreement by and
between CCLP and Capital  Associates  Group Inc.  which sets forth,  among other
things, the terms and conditions of the CCA Acquisition.

     "CCLP"  means  Capri  Capital  Limited  Partnership,   a  Delaware  limited
partnership.

     "CCLP  ACQUISITION  LETTER OF INTENT"  means that certain  letter of intent
dated as of July 16, 2004, among the Parent,  Daryl J. Carter,  Quintin E. Primo
III, and Brian C. Fargo.

     "CCLP  CONTROL  DATE" means that date,  if any, as of which the Borrower or
any Affiliate of the Borrower,  among them, hold interests in CCLP  representing
greater than 50% of the aggregate equity ownership interests of CCLP.

     "CCLP SECOND STEP LOANS"  means,  collectively,  the loans to be made by CM
Investor  pursuant to Sections 2.2, 2.5, and 2.6 of the CCLP Acquisition  Letter
of Intent in  accordance  with and subject to the  applicable  provisions of the
CCLP Acquisition Letter of Intent.

     "CCLP SECOND STEP  TRANSACTIONS"  means the  transactions  contemplated  by
Section 2 of the CCLP Acquisition Letter of Intent,  including the making of the
CCLP Second Step Loans by CM Investor.

     "CCLP SECOND STEP LOANS DOCUMENTS" means the various  documents  evidencing
the CCLP Second Step Loans, each as in effect at the time of reference.

     "CCLP SECOND STEP TRANSACTIONS DOCUMENTS" means the CCLP Acquisition Letter
of Intent and the various  documents  implementing  or  contemplated by the CCLP
Second Step Transactions (including the CCLP Second Step Loans Documents),  each
as in effect at the time of reference.

     "CCLP TERM LOAN" means the $55 million term loan made by the CCLP Term Loan
Banks to CCLP on November 19, 1999,  as amended and in effect,  evidenced by the
CCLP Term Loan Documents.


                                       3
<PAGE>



     "CCLP TERM LOAN ACQUISITION" means the acquisition by CM Investor of all of
the CCLP Term Loan  Banks'  right,  title and  interest  in and to the CCLP Term
Loan, including, without limitation, the CCLP Term Loan Documents.

     "CCLP TERM LOAN BANKS" means Bank One, N.A. and Comerica Bank.

     "CCLP TERM LOAN CREDIT  AGREEMENT"  means that certain Credit  Agreement by
and  among  CCLP,  the CCLP  Term  Loan  Banks,  and  Capri  Acquisition,  Inc.,
originally dated as of November 19, 1999, as amended and in effect.

     "CCLP TERM LOAN CREDIT  ENHANCEMENT"  means the credit  enhancement for the
CCLP Term Loan provided by the CCLP Term Loan Credit  Enhancers  pursuant to the
CCLP Term Credit Enhancement Loan Documents.

     "CCLP TERM LOAN CREDIT  ENHANCEMENT  LOAN  DOCUMENTS"  means the documents,
instruments,  and agreements  executed and delivered in connection with the CCLP
Term Loan Credit Enhancement,  including, without limitation, the CCLP Term Loan
Credit Enhancement Umbrella Agreement.

     "CCLP TERM LOAN CREDIT ENHANCEMENT  UMBRELLA  AGREEMENT" means that certain
Amended and Restated Credit Enhancement  Umbrella Agreement  originally dated as
of November  19, 1999 by and among the CCLP Term Loan  Credit  Enhancers,  CCLP,
Capri Acquisition, Inc., and Capri Holdings, LLC, as amended and in effect.

     "CCLP TERM LOAN CREDIT  ENHANCEMENT  TERMINATION  FEE" means the fee in the
amount  of  $14,500,000.00  required  to be paid to the CCLP  Term  Loan  Credit
Enhancers  pursuant to the terms and  conditions  of the  Agreement  Relating to
Amended and Restated Credit Enhancement Umbrella Agreement.

     "CCLP  TERM  LOAN  CREDIT  ENHANCERS"  means,  collectively,  the  Board of
Trustees of the General  Retirement  System of the City of Detroit and the Board
of  Trustees  of the  Policeman  and  Firemen  Retirement  System of the City of
Detroit as the providers of credit enhancement for the CCLP Term Loan.

     "CCLP TERM LOAN DOCUMENTS" means the documents, instruments, and agreements
executed and delivered in connection with the CCLP Term Loan, including, without
limitation, the CCLP Term Loan Credit Agreement.

     "CHARTER MAC CAPITAL"  means Charter Mac Capital  Company,  LLC, a Delaware
limited liability company.

     "CHARTERMAC  COVENANTS"  means  the  covenants  set  forth  in  the  Parent
Guaranty.

     "CM INVESTOR" means CM Investor LLC, a Delaware limited liability  company,
a wholly-owned Subsidiary of the Borrower.

     "CLOSING"  means  the date as of which all of the  conditions  set forth in
Section 5.1 and 5.2 have been satisfied or waived in writing by the Agent.

     "COLLATERAL" means Holding Trust's right, title and interest, in and to any
shares of Issuer Trust Common Shares from time to time and all related interests
and the  Parent's  right,  title and  interest,  in and to any shares of Holding
Trust's Common Shares from time to time and all related interests.

     "COMPLIANCE  CERTIFICATE"  has the  meaning  given to such term in  Section
7.18(b).

     "CONSTITUENT  DOCUMENTS" means, with respect to any Person, its articles or
certificate of incorporation,  governing instrument,  trust agreement,  charter,
resolutions,   constitution,  by-laws,  partnership  agreements,  organizational


                                       4
<PAGE>



documents,  limited liability company agreements,  or such other document as may
govern such entity's formation or organization.

     "CONTINUE",  "CONTINUATION" and "CONTINUED" each refers to the continuation
of a LIBOR Loan from one Interest Period to another  Interest Period pursuant to
Section 2.6.

     "CONTRACTUAL  OBLIGATIONS"  means,  for any Person,  any  provision  of any
security issued by that Person or of any material indenture,  mortgage,  deed of
trust,  contract,  undertaking,  agreement,  or other  instrument  to which such
Person is a party or by which it or any of its assets or  properties is bound or
to which it or any of its assets or properties is subject.

     "CONVERT",  "CONVERSION"  and "CONVERTED"  each refers to the conversion of
either a Base Rate Loan into a LIBOR  Loan or a LIBOR Loan into a Base Rate Loan
pursuant to Section 2.7.

     "CONVERTIBLE   COMMUNITY   REINVESTMENT   ACT  PREFERRED   SHARES"   means,
collectively,  the (i) Convertible  Community  Reinvestment Act Preferred Shares
and (ii) Series A Convertible Community Reinvestment Act Preferred Shares.

     "DEFAULT" means any of the events specified in Section 9.1., whether or not
there has been satisfied any requirement for the giving of notice,  the lapse of
time, or both.

     "DOLLARS" or "$" means the lawful currency of the United States of America.

     "EFFECTIVE  DATE" means the later of: (a) the Agreement  Date;  and (b) the
date on which all of the  conditions  precedent  set forth in Sections  5.1. and
5.2. shall have been fulfilled or waived in writing by the Requisite Lenders.

     "ELIGIBLE ASSIGNEE" means any Person who is: (i) currently a Lender; (ii) a
commercial bank, trust company,  insurance  company,  investment bank or pension
fund  organized  under the laws of the United  States of  America,  or any state
thereof,  and having total assets in excess of  $5,000,000,000;  (iii) a savings
and loan  association  or savings  bank  organized  under the laws of the United
States of America,  or any state thereof,  and having a tangible net worth of at
least  $500,000,000;  or (iv) a commercial  bank organized under the laws of any
other country which is a member of the Organization for Economic Cooperation and
Development,  or a political  subdivision of any such country,  and having total
assets in excess of $10,000,000,000, provided that such bank is acting through a
branch or agency  located in the United States of America.  Notwithstanding  the
foregoing,  during any period in which an Event of Default  shall have  occurred
and be continuing  under any of subsections  (a), (e) or (f) of Section 9.1, the
term "Eligible Assignee" shall mean any Person that is not an individual.

     "ENVIRONMENTAL  LAWS" means any  Applicable  Law relating to  environmental
protection  or the  manufacture,  storage,  disposal or  clean-up  of  Hazardous
Materials including, without limitation, the following: Clean Air Act, 42 U.S.C.
ss. 7401 et seq.;  Federal Water  Pollution  Control Act, 33 U.S.C.  ss. 1251 et
seq.;  Solid Waste  Disposal  Act, as amended by the Resource  Conservation  and
Recovery Act, 42 U.S.C. ss. 6901 et seq.; Comprehensive  Environmental Response,
Compensation  and  Liability  Act,  42  U.S.C.   ss.  9601  et  seq.;   National
Environmental  Policy  Act,  42  U.S.C.  ss.  4321 et seq.;  regulations  of the
Environmental  Protection  Agency and any applicable  rule of common law and any
judicial  interpretation  thereof  relating  primarily  to  the  environment  or
Hazardous Materials.

     "EQUITY INTERESTS" means, as to any Person, any and all shares,  interests,
rights to purchase, warrants, options,  participation or other equivalents of or
interest in  (however  designated)  equity of such  Person,  including,  without
limitation,   any  preferred  interests,  any  limited  or  general  partnership
interest, and any limited liability company membership interests.

     "ERISA" and "ERISA PLAN" each as defined in Section 6.9.


                                       5
<PAGE>



     "EVENT OF  DEFAULT"  means any of the events  specified  in  Section  9.1.,
provided that any requirement for notice or lapse of time or any other condition
has been satisfied.

     "EXCLUDED  ISSUANCES" means issuances of debt or equity securities pursuant
to securitization transactions,  issuances of Convertible Community Reinvestment
Act Preferred Shares,  issuances of Issuer Trust Preferred Shares,  issuances of
equity securities  (including options therefore) by the Parent upon the exercise
of stock  options  granted  pursuant  to a stock  option  plan  approved  by the
Parent's Board of Directors,  issuances of equity securities upon the conversion
or exchange of other debt or equity  securities of the Parent  outstanding as of
the Effective Date, borrowings under the Bond Warehousing Facility and overnight
equity transactions that are targeted to fund bond originations.

     "FEDERAL FUNDS RATE" means, for any day, the rate per annum (rounded upward
to the  nearest  1/100th  of 1%) equal to the  weighted  average of the rates on
overnight Federal funds  transactions with members of the Federal Reserve System
arranged  by Federal  funds  brokers on such day,  as  published  by the Federal
Reserve Bank of New York on the Business Day next succeeding such day,  provided
that (a) if such day is not a Business  Day, the Federal Funds Rate for such day
shall be such rate on such transactions on the next preceding  Business Day, and
(b) if no such rate is so published on such next  succeeding  Business  Day, the
Federal Funds Rate for such day shall be the average rate quoted to the Agent by
federal funds dealers  selected by the Agent on such day on such  transaction as
determined by the Agent.

     "FEE LETTER" means that certain fee letter  between the Borrower and Fleet,
dated on or about the date of this Agreement.

     "FEES"  means  the fees and  commissions  provided  for or  referred  to in
Section 3.5.  and any other fees payable by the Borrower  hereunder or under any
other Loan Document.

     "FLEET" means Fleet National Bank, a national banking association,  and its
successors.

     "GENERALLY  ACCEPTED  ACCOUNTING  PRINCIPLES"  OR  "GAAP"  means  generally
accepted  accounting  principles as in effect from time to time set forth in the
opinions and pronouncements of the Accounting  Principles Board and the American
Institute of Certified Public  Accountants and the statements and pronouncements
of the Financial Accounting Standards Board, or in such other statements by such
other entity as may be in general use by significant  segments of the accounting
profession,  determined  on the basis of such  principles  in effect on the date
hereof  and  consistent  with  those  used  in the  preparation  of the  audited
financial  statements of the Parent for the fiscal year ended December 31, 2003,
provided to the Agent and the Lenders.

     "GOVERNMENTAL  AUTHORITY"  means any  nation or  government,  any  federal,
state, city, town,  municipality,  county, local or other political  subdivision
thereof   or   thereto   and  any   department,   commission,   board,   bureau,
instrumentality,  agency  or other  entity  exercising  executive,  legislative,
judicial, regulatory or administrative functions.

     "GOVERNMENTAL  AUTHORIZATION"  means any  permit,  license,  authorization,
plan,  directive,  consent order, or consent decree of or from any  Governmental
Authority.

     "HAZARDOUS  MATERIALS"  means all or any of the  following:  (a) substances
that are  defined  or listed  in,  or  otherwise  classified  pursuant  to,  any
applicable Environmental Laws as "hazardous substances",  "hazardous materials",
"hazardous  wastes",  "toxic  substances" or any other  formulation  intended to
define, list or classify substances by reason of deleterious  properties such as
ignitability, corrosivity, reactivity,  carcinogenicity,  reproductive toxicity,
"TCLP"  toxicity or "EP  toxicity";  (b) oil,  petroleum  or  petroleum  derived
substances,  natural  gas,  natural gas liquids or  synthetic  gas and  drilling
fluids,  produced  waters  and other  wastes  associated  with the  exploration,
development or production of crude oil, natural gas or geothermal resources; (c)
any  flammable  substances  or  explosives  or any  radioactive  materials;  (d)
asbestos in any form;  and (e)  electrical  equipment  which contains any oil or
dielectric fluid  containing  levels of  polychlorinated  biphenyls in excess of
fifty parts per million.


                                       6
<PAGE>



     "HOLDING TRUST" means CM Holding Trust, a Delaware statutory trust.

     "HOLDING TRUST COMMON SHARES" means the common shares of Holding Trust, and
any securities  into of for which such common shares  hereafter may be converted
or exchanged.

     "INDEBTEDNESS"  means all  obligations,  contingent and otherwise,  that in
accordance with Generally  Accepted  Accounting  Principles should be classified
upon the  consolidated  balance  sheet of the  Parent  and its  Subsidiaries  as
liabilities,  or to  which  reference  should  be  made  by  footnotes  thereto,
including in any event and whether or not so classified: (a) all obligations for
borrowed  money  or  other  extensions  of  credit  whether  or not  secured  or
unsecured,  absolute or contingent,  including,  without  limitation,  unmatured
reimbursement obligations with respect to letters of credit or guarantees issued
for the  account  of or on behalf of the  Parent  and its  Subsidiaries  and all
obligations  representing  the  deferred  purchase  price of  property;  (b) all
obligations evidenced by bonds, notes,  debentures or other similar instruments;
(c) all liabilities secured by any mortgage,  pledge,  security interest,  lien,
charge,  or other  encumbrance  existing on property  owned or acquired  subject
thereto,  whether or not the liability  secured thereby shall have been assumed;
(d) all guarantees, endorsements and other contingent obligations whether direct
or indirect in respect of  indebtedness  of others or  otherwise,  including any
obligations  with respect to puts,  swaps, and other similar  undertakings,  any
obligation  to  supply  funds to or in any  manner  to invest  in,  directly  or
indirectly,  the  debtor,  to purchase  indebtedness,  or to assure the owner of
indebtedness against loss, through an agreement to purchase goods,  supplies, or
services  for  the  purpose  of  enabling  the  debtor  to make  payment  of the
indebtedness  held by such owner or otherwise,  and the obligations to reimburse
the  issuer in respect of any  letters  of credit;  and (e) that  portion of all
obligations  arising under capital  leases that is required to be capitalized on
the  consolidated  balance  sheet  of  the  Parent  and  its  Subsidiaries;  but
excluding, in all events obligations arising under operating leases and accounts
payable arising in the ordinary course of business.

     "INTEREST  PERIOD" means each period commencing on the date a LIBOR Loan is
made or the last day of the next preceding  Interest  Period for such LIBOR Loan
and ending 30, 60 or 90 days thereafter,  as the Borrower may select in a Notice
of  Continuation  or Notice of Conversion,  as the case may be, except that each
Interest  Period that  commences on the last  Business  Day of a calendar  month
shall end on the last Business Day of the appropriate subsequent calendar month;
and

Notwithstanding  the foregoing:  (i) if any Interest  Period would otherwise end
after the  Termination  Date,  such Interest Period shall end on the Termination
Date; and (ii) each Interest  Period that would  otherwise end on a day which is
not a Business Day shall end on the next  Business Day (or, if the next Business
Day falls in the next calendar month, then on the immediately preceding Business
Day).

     "INTEREST  RATE  PROTECTION   AGREEMENT"   means  any  interest  rate  swap
agreement, interest rate cap agreement, interest rate collar agreement, or other
similar  agreement  or  arrangement  designed  to  protect  any  Person  against
fluctuations in interest rates.

     "INTERNAL  REVENUE  CODE"  means  the  Internal  Revenue  Code of 1986,  as
amended.

     "ISSUER TRUST" means Charter Mac Equity Issuer Trust, a Delaware  statutory
trust.

     "ISSUER TRUST  AGREEMENT"  means the Amended and Restated  Trust  Agreement
dated as of June 29,  2000,  as  amended  from  time to time,  by and  among the
managing  trustees  party thereto,  the Parent,  Wilmington  Trust  Company,  as
Registered  Trustee,  and Related  Charter,  L.P., as Manager relating to Issuer
Trust.

     "ISSUER TRUST COMMON  SHARES" means the common shares of Issuer Trust,  and
any securities  into of for which such common shares  hereafter may be converted
or exchanged.

     "ISSUER TRUST  PREFERRED  SHARES"  means Series A, Series A-1,  Series A-2,
Series A-3, Series B, Series B-1, Series B-2, Series A-4-1, Series A-4-2, Series
B-3-1,  and Series B-3-2 preferred  shares issued by Issuer Trust, and any other
"preferred  shares"  issued by Issuer Trust after the date hereof in  accordance
with, and as defined in, the Issuer Trust Agreement.


                                       7
<PAGE>



     "JOINDER"  means,  as  applicable,  each of the joinders to this  Agreement
respectively executed by Holding Trust and CM Investor.

     "LEGAL REQUIREMENTS" means, all applicable federal, state, county and local
laws, by-laws, rules, regulations, codes and ordinances, and the requirements of
any  governmental  agency or  authority  having or  claiming  jurisdiction  with
respect  thereto,  including,  but not limited to, those  applicable  to zoning,
subdivision,  building,  health, fire, safety, sanitation, the protection of the
handicapped,  and  environmental  matters and shall also  include all orders and
directives  of any court,  governmental  agency or authority  having or claiming
jurisdiction with respect thereto.

     "LENDER" means each financial institution from time to time party hereto as
a "Lender".

     "LENDING  OFFICE"  means,  for  each  Lender,  the  office  of such  Lender
specified as such on its signature page hereto or in the  applicable  Assignment
and Acceptance Agreement, or such other office of such Lender as such Lender may
notify the Agent in writing from time to time.

     "LIBOR"  means,  as  applicable  to any  LIBOR  Loan  for the  purposes  of
determining the applicable Adjusted LIBOR Rate, the rate per annum as determined
on the basis of the offered rates for deposits in U.S. dollars,  for a period of
time  comparable  to the  Interest  Period  applicable  to such LIBOR Loan which
appears on the Telerate  page 3750 as of 11:00 a.m.  London time on the day that
is two Business Days preceding the first day of the Interest  Period  applicable
to such LIBOR Loan;  provided,  however,  if the rate  described  above does not
appear on the Telerate  System on any applicable  interest  determination  date,
LIBOR  shall be the rate  (rounded  upwards,  if  necessary,  to the nearest one
hundred-thousandth of a percentage point) determined on the basis of the offered
rates for  deposits in Dollars for a period of time  comparable  to the Interest
Period  applicable  to such LIBOR Loan which are  offered by four major banks in
the London interbank market at approximately  11:00 a.m. London time, on the day
that is two (2)  Business  Days  preceding  the first day of such  LIBOR Loan as
selected by the Agent.  The  principal  London  office of each of the four major
London  banks will be  requested  to provide a quotation  of its Dollar  deposit
offered rate.  If at least two (2) such  quotations  are provided,  the rate for
that date will be the arithmetic mean of the  quotations.  If fewer than two (2)
quotations are provided as requested,  the rate for that date will be determined
on the basis of the rates quoted for loans in Dollars to leading  European banks
for a period of time comparable to the Interest Period  applicable to such LIBOR
Loan  offered by major banks in New York City at  approximately  11:00 a.m.  New
York City time, on the day that is two (2) Business Days preceding the first day
of such LIBOR Loan.

     "LIBOR LOAN" means any portion of the Loan bearing interest at a rate based
on LIBOR.

     "LIEN" means, any mortgage,  deed of trust,  lien,  pledge,  hypothecation,
assignment,  security interest,  or any other  encumbrance,  charge or transfer,
including,  without  limitation,  any conditional  sale or other title retention
agreement,  any financing lease having substantially the same economic effect as
any of the foregoing, and mechanic's,  materialmen's and other similar liens and
encumbrances.

     "LOAN" means,  collectively (a) any advances  outstanding  under the Senior
Wachovia  Loan as of the Agreement  Date,  and (b) the loan made by Fleet to the
Borrower pursuant to Section 2.1, including the initial advance made pursuant to
Section 2.1(a),  and, if made, the subsequent advances made pursuant to Sections
2.1(b)  and  2.1(c).   The  aggregate  amount  of  the  Loan  shall  not  exceed
$91,000,000.  The  Loan  is not a  revolving  loan;  amounts  repaid  may not be
reborrowed.

     "LOAN DOCUMENTS" means singly and collectively,  the Agreement,  the Notes,
the Pledge and  Security  Agreements,  the Parent  Guaranty,  and such other and
further  instruments,   documents,  and  agreements,  whether  now  existing  or
hereafter arising, by, between,  and among the Parent, the Borrower,  the Agent,
and the Lenders in any way relating to the  foregoing,  all as may  hereafter be
amended, modified, extended, severed, assigned, substituted, renewed or restated
from time to time.


                                       8
<PAGE>



     "MOODY'S" means Moody's Investors Service, Inc. and its successors.

     "MORTGAGE  WAREHOUSING  FACILITY" means that certain  Mortgage  Warehousing
Credit and Security  Agreement dated as of December 24, 2001 by and among Fleet,
as agent for a syndicate  of lenders,  such  lenders,  and PW Funding  Inc.,  as
amended and in effect.

     "NET  PROCEEDS"  means  proceeds  received  by  the  Parent  or  any of its
Subsidiaries  in cash from the disposition of any assets of the Parent or any of
its Subsidiaries (including,  without limitation,  payments as and when received
under notes or other debt securities  received in connection with any such asset
disposition), net of: (a) the transaction costs of such asset disposition (which
shall  include,   without  limitation,   attorneys'  fees,   accountants'  fees,
investment banking fees or brokers' commissions);  (b) any tax liability arising
from such  transaction;  and (c) amounts  applied to repayment  of  Indebtedness
secured by a Lien on the asset or property disposed of.

     "NOTE" has the meaning given that term in Section 2.8.(a).

     "NOTICE  OF  CONTINUATION"  means a notice  in the form of  EXHIBIT B to be
delivered  to the Agent  pursuant  to Section  2.6.  evidencing  the  Borrower's
request for the Continuation of a LIBOR Loan.

     "NOTICE  OF  CONVERSION"  means a  notice  in the form of  EXHIBIT  C to be
delivered  to the Agent  pursuant  to Section  2.7.  evidencing  the  Borrower's
request  for the  Conversion  of all or a  portion  of the Loan from one Type to
another Type.

     "OBLIGATIONS"  means,  individually  and  collectively:  (a) the  aggregate
principal  balance of, and all accrued and unpaid interest on, the Loan; and (b)
all other indebtedness,  liabilities,  obligations,  covenants and duties of the
Borrower owing to the Agent or any Lender of every kind, nature and description,
under or in  respect  of this  Agreement  or any of the  other  Loan  Documents,
including, without limitation, the Fees and indemnification obligations, whether
direct or  indirect,  absolute or  contingent,  due or not due,  contractual  or
tortious,  liquidated  or  unliquidated,  and  whether or not  evidenced  by any
promissory note.

     "PARENT" has the meaning set forth in the introductory paragraph hereof and
shall include Parent's successors and permitted assigns.

     "PARENT  CHANGE IN  CONTROL"  means a "Change of Control" as defined in the
Parent Guaranty.

     "PARENT  GUARANTY"  means the  Guaranty  to be executed by the Parent on or
about the date hereof in form and content reasonably  satisfactory to the Agent,
pursuant to which, among other things, the Parent unconditionally guaranties the
payment in full of the Obligations.

     "PARTICIPANT" has the meaning given that term in Section 11.5.(c).

     "PBGC" means the Pension Benefit Guaranty Corporation  established pursuant
to Section 4002 of ERISA, or any successor thereto.

     "PERSON" means an individual,  corporation,  partnership, limited liability
company,  association,  trust or unincorporated organization, or a government or
any agency or political subdivision thereof.

     "PLEDGE AND SECURITY  AGREEMENTS" means the Pledge and Security  Agreements
to be executed  by the Parent and  Holding  Trust on or about the date hereof in
form and content reasonably  satisfactory to the Agent, pursuant to which, among
other things,  the Parent and Holding Trust shall pledge and assign to the Agent
for the ratable  benefit of the Lenders,  and grant to the Agent for the ratable
benefit of the Lenders a first priority security  interest in, the right,  title
and interest of the Parent and Holding Trust, in and to any Holding Trust Common
Shares and Issuer Trust Common Shares, respectively, and all related interests.


                                       9
<PAGE>



     "POST-DEFAULT  RATE" means,  in respect of any principal of any Loan or any
other  Obligation  that is not paid when due  (whether  at stated  maturity,  by
acceleration,  by optional or mandatory  prepayment  or  otherwise),  a rate per
annum equal to four  percent  (4.0%) plus the rate of interest  provided  for in
Section 2.2(a)(i), as in effect from time to time.

     "PRIME RATE" means the  variable  per annum rate of interest so  designated
from time to time by Fleet as its prime rate. The Prime Rate is a reference rate
and does not necessarily  represent the lowest or best rate being charged to any
customer

     "PRINCIPAL  OFFICE"  means the office of the Agent  located at One  Federal
Street,  Boston,  Massachusetts  02110, or such other office of the Agent as the
Agent may designate from time to time.

     "PWF" means PWF Funding Inc., a Delaware corporation.

     "PWF  COVENANTS"  has the meaning given to such term in the loan  agreement
evidencing the Acquisition Facility.

     "PWF SUBSIDIARIES" means any Subsidiaries created by PWF in accordance with
the  provisions of Section 7.17 of the loan  agreement  evidencing  the Mortgage
Warehousing Facility.

     "RCC TAX CREDIT  FACILITY"  means that certain Seventh Amended and Restated
Loan Agreement  dates as of November 17, 2003 by and among RCC Credit  Facility,
L.L.C., a Delaware limited liability company,  as borrower,  and Related Capital
Company  LLC, a Delaware  limited  liability  company  and the  Borrower,  among
others,  as  guarantors,  and Fleet,  as agent for a syndicate of lenders,  such
lenders, as amended and in effect.

     "RATABLE  SHARE"  means  as to each  Lender  at the  time of  determination
thereof,  the ratio,  expressed as a percentage,  of (a) the principal amount of
the Loan owing to such Lender to (b) the aggregate  principal amount of the Loan
outstanding.

     "REGISTER" has the meaning given that term in Section 11.5.(e).

     "REGULATORY CHANGE" means, with respect to any Lender, any change effective
after the  Agreement  Date in  Applicable  Law  (including  without  limitation,
Regulation  D of the Board of Governors  of the Federal  Reserve  System) or the
adoption or making after such date of any  interpretation,  directive or request
applying to a class of banks,  including such Lender, of or under any Applicable
Law (whether or not having the force of law and whether or not failure to comply
therewith would be unlawful) by any Governmental Authority or monetary authority
charged with the  interpretation or administration  thereof or compliance by any
Lender with any request or directive regarding capital adequacy.

     "REIMBURSEMENT   AGREEMENT"   means  that  certain   Amended  and  Restated
Reimbursement  Agreement dated as of March 31, 2003 by and among Fleet, as Agent
for a syndicate of Participants, such Participants, Issuer Trust and the Parent,
as amended and in effect.

     "REQUISITE  LENDERS" means, as of any date,  Lenders holding Ratable Shares
of at least 66 2/3% of the Loan.

     "RFC LOAN" means that certain Term Loan and Security Agreement dated August
15, 2000, by and among Capri Capital Finance,  LLC, a Delaware limited liability
company and CCA, as borrowers, and Residential Funding Corporation, as lender.

     "SECURITIES  ACT" means the Securities Act of 1933, as amended from time to
time, together with all rules and regulations issued thereunder.


                                       10
<PAGE>



     "SOLVENT"  means,  as to any Person at any time, that (a) the fair value of
the  property  of such  Person  is  greater  than the  amount  of such  Person's
liabilities  (including  disputed,  contingent and unliquidated  liabilities) as
such value is  established  and  liabilities  evaluated  for purposes of Section
101(31) of the  Bankruptcy  Code and, in the  alternative,  for  purposes of the
Uniform  Fraudulent  Transfer  Act; (b) the present fair  saleable  value of the
property of such Person is not less than the amount that will be required to pay
the probable  liability of such Person on its debts as they become  absolute and
matured;  (c) such Person is able to realize upon its property and pay its debts
and  other  liabilities   (including   disputed,   contingent  and  unliquidated
liabilities)  as they mature in the normal  course of business;  (d) such Person
does  not  intend  to,  and  does  not  believe  that it  will,  incur  debts or
liabilities  beyond such Person's  ability to pay as such debts and  liabilities
mature; and (e) such Person is not engaged in business or a transaction,  and is
not  about to engage in  business  or a  transaction,  for which  such  Person's
property would constitute unreasonably small capital.

     "S&P"  means  Standard  &  Poor's  Rating  Services,   a  division  of  The
McGraw-Hill Companies, Inc. and its successors.

     "SUBSIDIARY"  means, as to any Person (a) any corporation  more than 50% of
whose stock of any class or classes having by the terms thereof  ordinary voting
power to elect a majority of the directors of such corporation  (irrespective of
whether or not at the time  stock of any class or  classes  of such  corporation
shall  have or  might  have  voting  power by  reason  of the  happening  of any
contingency) is at the time owned by such Person and/or one or more Subsidiaries
of such Person, and (b) any partnership, limited liability company, association,
joint  venture,  or  other  entity  in  which  such  Person  and/or  one or more
Subsidiaries of such Person has more than a 50% Equity Interest at the time.

     "TAXES" has the meaning given that term in Section 3.10.

     "TERMINATION  DATE" means date that is 12 months after the Agreement  Date,
unless accelerated  pursuant to the terms hereof or extended pursuant to Section
2.4(b).

     "TRANSACTION  AGREEMENT" means that certain Transaction  Agreement dated on
or about the Agreement date among the Borrower,  CCLP, Capri Acquisition,  Inc.,
and Capri Holdings, LLC.

     "TRANSACTION  DOCUMENTS" has the meaning given that term in the Transaction
Agreement.

     "TYPE" with respect to the Loan,  refers to whether all or a portion of the
Loan is a LIBOR Loan or Base Rate Loan.

SECTION 1.2.  GENERAL; REFERENCES TO TIMES.

     Unless otherwise  indicated,  all accounting terms, ratios and measurements
shall be interpreted  or determined in accordance  with GAAP in effect as of the
Agreement  Date.  References  in  this  Agreement  to  "Sections",   "Articles",
"Exhibits" and  "Schedules"  are to sections,  articles,  exhibits and schedules
herein and hereto unless  otherwise  indicated.  References in this Agreement to
any document,  instrument or agreement (a) shall include all exhibits, schedules
and other attachments thereto,  (b) shall include all documents,  instruments or
agreements  issued or executed in replacement  thereof,  to the extent permitted
hereby and (c) shall mean such document, instrument or agreement, or replacement
or predecessor thereto, as amended, supplemented, restated or otherwise modified
as of the date of this Agreement and from time to time  thereafter to the extent
not prohibited hereby and in effect at any given time. Wherever from the context
it appears appropriate,  each term stated in either the singular or plural shall
include the singular and plural, and pronouns stated in the masculine,  feminine
or neuter  gender  shall  include the  masculine,  the  feminine and the neuter.
Unless explicitly set forth to the contrary, a reference to "Subsidiary" means a
Subsidiary of the Borrower or a Subsidiary of such Subsidiary and a reference to
an  "Affiliate"  means a reference to an Affiliate of the  Borrower.  Titles and
captions of Articles,  Sections,  subsections  and clauses in this Agreement are
for  convenience  only,  and neither  limit nor amplify the  provisions  of this
Agreement.  Unless otherwise indicated, all references to time are references to
Boston, Massachusetts time.


                                       11
<PAGE>



                           ARTICLE II. CREDIT FACILITY

SECTION 2.1.  THE LOAN.

     (a) INITIAL  ADVANCE.  Subject to the terms and  conditions  hereof,  Fleet
agrees to make a term loan advance to the Borrower on the  Effective  Date in an
amount equal to the  difference  between (i)  $73,000,000,  and (ii) the amounts
already  outstanding  hereunder on the Effective  Date,  such advance to be used
solely for the purposes  specified in Section 6.6,  other than for an advance by
CM Investor for the CCA Acquisition.

     (b) CCA ACQUISITION  ADVANCE.  Subject to the terms and conditions  hereof,
subsequent to the Effective  Date but on or before August 1, 2004,  the Borrower
shall have the right to request that Fleet make an additional  advance (the "CCA
Acquisition  Advance")  of an  amount  of up to  $12,000,000,  to be used by the
Borrower solely to make a capital contribution to CM Investor for the purpose of
making an advance to be used solely for the purpose of paying the purchase price
to consummate  the CCA  Acquisition.  Such request shall be made by delivering a
written notice to the Agent at least one (1) Business Day prior to the requested
date for such advance and shall state the requested date for such advance.

     (c) CCLP SECOND  STEP LOANS  ADVANCE.  Subject to the terms and  conditions
hereof,  subsequent to the Effective Date but on or before January 15, 2005, the
Borrower  shall have the right to request  that the Lenders  make an  additional
advance (the "CCLP Second Step Loans Advance") of an amount of up to $6,000,000,
to be used by the Borrower to make a capital  contribution  to CM Investor to be
used solely to make the CCLP Second Step Loans.  Such  request  shall be made by
delivering a written  notice to the Agent at least one (1) Business Day prior to
the requested  date for such advance and shall state the requested date for such
advance.

SECTION 2.2. RATES AND PAYMENT OF INTEREST ON THE LOAN.

     (a) RATES.  The  Borrower  promises  to pay to the Agent for the account of
each Lender interest on the unpaid  principal  amount of the Loan for the period
from and including  the Effective  Date to but excluding the date the Loan shall
be paid in full, at the following per annum rates:

          (i) during such periods as the Loan or portion  thereof is a Base Rate
     Loan,  at the Prime  Rate (as in effect  from time to time) for the Loan or
     such portion; and

          (ii)  during such  periods as such Loan or portion  thereof is a LIBOR
     Loan, at the Adjusted  LIBOR Rate plus 1.65% per annum for the Loan or such
     portion for the Interest Period therefor.

Notwithstanding  the foregoing,  during the  continuance of an Event of Default,
the Borrower  shall pay to the Agent for the account of each Lender  interest at
the Post-Default Rate on the outstanding principal amount of the Loan and on any
other amount  payable by the  Borrower  hereunder or under the Note held by such
Lender to or for the  account  of such  Lender  (including  without  limitation,
accrued but unpaid interest to the extent permitted under Applicable Law).

     (b) PAYMENT OF INTEREST.  Accrued interest on the Loan shall be payable (i)
in the case of a Base Rate  Loan,  monthly  in  arrears on the first day of each
calendar  month,  (ii) in the  case of a LIBOR  Loan,  on the  last  day of each
Interest Period, and (iii) upon the payment,  prepayment or Continuation thereof
or the Conversion of the Loan or portion thereof to a Loan or portion thereof of
another Type (but only on the principal  amount so paid,  prepaid,  Continued or
Converted). Interest payable at the Post-Default Rate shall be payable from time
to time on  demand.  Promptly  after  the  determination  of any  interest  rate
provided for herein or any change  therein,  the Agent shall give notice thereof
to the  Lenders  to which such  interest  is payable  and to the  Borrower.  All
determinations  by the Agent of an interest rate  hereunder  shall be conclusive
and binding on the Lenders and the Borrower for all  purposes,  absent  manifest
error.


                                       12
<PAGE>



SECTION 2.3.  NUMBER OF INTEREST PERIODS.

     There may be no more than 3  different  Interest  Periods  for LIBOR  Loans
outstanding at the same time (for which purpose  Interest  Periods  described in
different lettered clauses of the definition of the term "Interest Period" shall
be deemed to be different Interest Periods even if they are coterminous).

SECTION 2.4.  REPAYMENT OF THE LOAN.

     (a)  INITIAL   TERMINATION  DATE.  The  Borrower  shall  repay  the  entire
outstanding  principal  amount of, and all accrued but unpaid  interest  on, the
Loan on the Termination Date.

     (b) EXTENSION  OPTION.  The Borrower shall have one option (the  "Extension
Option")  to extend the  Termination  Date for a period of three (3) months (the
"Extension Period"). Subject to the conditions set forth below, the Borrower may
exercise the Extension  Option by  delivering a written  notice to the Agent not
more than sixty (60) days or less than thirty (30) days prior to the Termination
Date (a "Notice to Extend"), stating that the Borrower has elected to extend the
Termination  Date for a period of three (3) months.  The Borrower's  delivery of
the Notice to Extend shall be irrevocable.  The Borrower's right to exercise the
Extension Option shall be subject to the following terms and conditions:  (i) no
Event of Default shall have  occurred and be  continuing  either on the date the
Borrower  delivers  the  Notice  to  Extend  to the  Agent or on the  date  this
Agreement otherwise would have terminated, (ii) simultaneously with the delivery
of the Notice to Extend to the Agent, the Borrower shall have paid to the Agent,
for the ratable  benefit of the Lenders,  an extension fee in an amount equal to
0.0625% (6.25 basis points)  multiplied by the outstanding  principal  amount of
the Loan as of the date of the  Notice to Extend,  (iii) the Parent  shall be in
compliance with the CharterMac  Covenants,  and (iv) the  outstanding  principal
amount of the Loan as of the date of the  delivery of the Notice to Extend shall
not exceed $40,000,000. In the event that all of the terms and conditions to the
Borrower's  right to exercise the Extension  Option are met (including,  without
limitation,  the timely delivery of the Notice to Extend),  the Termination Date
shall be extended to the final day of the Extension Period.

SECTION 2.5.  PREPAYMENTS.

     (a)  OPTIONAL. Subject to Sections  3.5(b) and 4.4, the Borrower may prepay
all or a portion of the Loan at any time.  The Borrower  shall give the Agent at
least one Business Day's prior written notice of the prepayment of the Loan. All
optional  prepayments  of the principal of the Loan shall be  accompanied by the
payment of all accrued but unpaid interest on the Loan to the date of prepayment
and the prepayment fees in accordance  with Section  3.5(b).  Amounts prepaid in
respect of the Loan may not be reborrowed.

     (b)  MANDATORY.
          ---------

          (i) PREPAYMENTS FROM EQUITY OFFERINGS/ISSUANCE OF INDEBTEDNESS. In the
     event  that at any time after the  Effective  Date,  the Parent  issues new
     Equity Interests or debt securities (other than the Excluded  Issuances) or
     receives an additional  capital  contribution in respect of existing Equity
     Interests,  no later  than the third  Business  Day  following  the date of
     receipt of the  proceeds  from such  issuance,  the Parent shall apply such
     proceeds,   net  of  underwriting   discounts  and  commissions  and  other
     reasonable  costs  associated  therewith,  in  prepayment  of the  Loan  as
     follows:  (x) if such  issuance of Equity  Interests  or receipt of capital
     contributions  occurs prior to the earlier of January 15, 2005 and the CCLP
     Control  Date,  then an amount equal to 50% of such net  proceeds  shall be
     applied to prepayment of the Loan until the  outstanding  principal  amount
     thereof  does not exceed  $50,000,000;  and (y) if such  issuance of Equity
     Interests  or  receipt  of  capital  contributions  occurs  on or after the
     earlier of January 15, 2005 and the CCLP Control Date, then an amount equal
     to 100% of such net proceeds shall be applied to prepayment of the Loan.

          (ii)  PREPAYMENTS  RECEIVED  FROM CCLP.  In the event that CCLP or its
     Affiliates  prepays  any  principal  amounts  due from  time to time to the
     Borrower  under the  Transaction  Documents  or the CCLP  Second Step Loans
     Documents using the proceeds of a transaction  (or series of  transactions)


                                       13
<PAGE>



     other  than  the   transactions   with  the  Parent  and  its  Subsidiaries
     contemplated by the CCLP Acquisition  Letter of Intent,  the Borrower shall
     prepay a like amount of principal of the Loan.

SECTION 2.6.  CONTINUATION.

     So long as no  Default  or Event of  Default  shall  have  occurred  and be
continuing,  the  Borrower may on any  Business  Day,  with respect to any LIBOR
Loan,  elect to  maintain  such LIBOR Loan as a LIBOR  Loan by  selecting  a new
Interest  Period for such LIBOR Loan.  Each new Interest  Period  selected under
this  Section  shall  commence  on the  last  day of the  immediately  preceding
Interest  Period.  Each selection of a new Interest  Period shall be made by the
Borrower giving to the Agent a Notice of Continuation  not later than 11:00 a.m.
on the  third  Business  Day  prior to the date of any such  Continuation.  Such
notice by the  Borrower of a  Continuation  shall be by  telephone  or telecopy,
confirmed  promptly  thereafter  in  writing if by  telephone,  in the form of a
Notice of Continuation,  specifying (a) the proposed date of such  Continuation,
(b) the LIBOR Loans and portions  thereof subject to such  Continuation  and (c)
the duration of the selected Interest Period, all of which shall be specified in
such  manner as is  necessary  to comply  with all  limitations  on LIBOR  Loans
outstanding  hereunder.  Each Notice of Continuation shall be irrevocable by and
binding  on the  Borrower  once  given.  Promptly  after  receipt of a Notice of
Continuation,  the Agent shall notify each Lender by telecopy,  or other similar
form of transmission,  of the proposed Continuation.  If the Borrower shall fail
to  select  in a timely  manner a new  Interest  Period  for any  LIBOR  Loan in
accordance  with this  Section,  or if a Default or Event of Default  shall have
occurred and be continuing, such LIBOR Loan will automatically,  on the last day
of  the  current  Interest  Period  therefor,  Convert  into a  Base  Rate  Loan
notwithstanding  the first sentence of Section 2.7. or the Borrower's failure to
comply with any of the terms of such Section.

SECTION 2.7.  CONVERSION.

     So long as no  Default  or Event of  Default  shall  have  occurred  and be
continuing,  the Borrower may on any Business Day, upon the Borrower's giving of
a Notice of Conversion  to the Agent,  Convert all or a portion of the Loan into
another Type.  Subject to Section 4.4.  hereof,  any  Conversion of a LIBOR Loan
into a Base Rate Loan may be made by the Borrower at any time.  Upon  Conversion
of a Base Rate Loan into a LIBOR Loan, the Borrower  shall pay accrued  interest
to the date of Conversion on the principal amount so Converted. Each such Notice
of Conversion shall be given not later than 11:00 a.m. on the Business Day prior
to the date of any  proposed  Conversion  into Base Rate  Loans and on the third
Business  Day prior to the date of any  proposed  Conversion  into LIBOR  Loans.
Promptly  after receipt of a Notice of  Conversion,  the Agent shall notify each
Lender by  telecopy,  or other  similar  form of  transmission,  of the proposed
Conversion.  Subject  to  the  restrictions  specified  above,  each  Notice  of
Conversion shall be by telephone  (confirmed  promptly thereafter in writing) or
telecopy in the form of a Notice of Conversion specifying (a) the requested date
of such Conversion,  (b) the Type to be Converted,  (c) the portion of such Type
to be Converted, (d) the Type to be Converted into and (e) if such Conversion is
into a LIBOR Loan, the requested  duration of the Interest  Period of such LIBOR
Loan.  Each  Notice of  Conversion  shall be  irrevocable  by and binding on the
Borrower once given.

SECTION 2.8.  NOTES.

     (a) NOTES. The Loan shall, in addition to this Agreement, also be evidenced
by a  promissory  note of the  Borrower  substantially  in the form of EXHIBIT D
(each a "Note"), payable to the order of each Lender in a principal amount equal
to such Lender's  Ratable Share of the Loan and otherwise  duly  completed.  The
failure of a Lender to record such entries shall in no way affect the Borrower's
obligations to such Lender hereunder.

     (b) RECORDS. The date, amount, interest rate, Type and duration of Interest
Periods (if  applicable)  of each Lender's  Ratable Share of the Loan,  and each
payment  made on account of the  principal  thereof,  shall be  recorded by such
Lender on its books and such  entries  shall be binding on the  Borrower  absent
manifest error.

     (c) LOST,  STOLEN,  DESTROYED  OR  MUTILATED  NOTES.  Upon  receipt  by the
Borrower of (i) written notice from a Lender that a Note of such Lender has been
lost, stolen, destroyed or mutilated, and (ii) (A) in the case of loss, theft or
destruction,  an  unsecured  agreement  of  indemnity  from such  Lender in form
reasonably satisfactory to the Borrower, or (B) in the case of mutilation,  upon
surrender and  cancellation  of such Note, the Borrower shall at its own expense


                                       14
<PAGE>



execute  and  deliver  to such  Lender a new Note  dated the date of such  lost,
stolen, destroyed or mutilated Note.

SECTION 2.9 LATE CHARGES.

     The Borrower  shall pay,  upon billing  therefor,  a "Late Charge" equal to
five  percent  (5%) of the  amount  of any  payment  of  principal,  other  than
principal due at the  Termination  Date,  interest,  or both,  which is not paid
within ten (10) days of the due date thereof.  Late Charges:  (a) are payable in
addition to, and not in limitation of, the  Post-Default  Rate, (b) are intended
to compensate the Lenders for  administrative  and processing  costs incident to
late payments,  (c) are not interest,  and (d) shall not be subject to refund or
rebate or credited against any other amount due.

            ARTICLE III. PAYMENTS, FEES AND OTHER GENERAL PROVISIONS

SECTION 3.1.  PAYMENTS.

     Except to the extent otherwise  provided herein, all payments of principal,
interest and other  amounts to be made by the Borrower  under this  Agreement or
any other Loan  Document  shall be made in  Dollars,  in  immediately  available
funds, without deduction, set-off or counterclaim, to the Agent at its Principal
Office,  not later than 2:00 p.m. on the date on which such payment shall become
due (each  such  payment  made  after such time on such due date to be deemed to
have been made on the next  succeeding  Business Day).  Subject to Sections 3.2.
and 3.3.,  the Agent,  or any Lender for whose account any such payment is made,
may (but shall not be obligated  to) debit the amount of any such payment  which
is not made by such time from any  special  or  general  deposit  account of the
Borrower  with the Agent or such Lender,  as the case may be (with notice to the
Borrower,  the other Lenders and the Agent).  The Borrower shall, at the time of
making each payment under this  Agreement or any Note,  specify to the Agent the
amounts  payable  by the  Borrower  hereunder  to which  such  payment  is to be
applied.  Each  payment  received by the Agent for the account of a Lender under
this  Agreement  or any Note  shall  be paid to such  Lender  at the  applicable
Lending Office of such Lender no later than 5:00 p.m. on the date of receipt. If
the  Agent  fails to pay such  amount to a Lender as  provided  in the  previous
sentence,  the Agent shall pay  interest on such amount until paid at a rate per
annum  equal to the Federal  Funds Rate from time to time in effect.  If the due
date of any  payment  under  this  Agreement  or any other Loan  Document  would
otherwise  fall on a day which is not a Business Day such date shall be extended
to the next succeeding Business Day and interest shall be payable for the period
of such extension.

SECTION 3.2.  PRO RATA TREATMENT.

     Except  to the  extent  otherwise  provided  herein:  (a) each  payment  or
prepayment  of principal  of the Loan by or on behalf of the  Borrower  shall be
made for the account of the Lenders in accordance with their respective  Ratable
Shares of the Loan;  (b) each payment of interest on the Loan by or on behalf of
the  Borrower  shall be made for the account of the Lenders in  accordance  with
their  respective  Ratable  Shares  of the  Loan;  and  (c) the  Conversion  and
Continuation  of all or a portion of the Loan (other than  Conversions  provided
for by Section 4.6.) shall be made in accordance with Lenders'  Ratable Share of
the Loan, and the then current Interest Period for each Lender's portion of each
particular Type of the Loan shall be coterminous.

SECTION 3.3.  SHARING OF PAYMENTS, ETC.

     If a Lender shall obtain  payment of any  principal of, or interest on, its
Ratable Share of the Loan, or shall obtain payment on any other Obligation owing
by the Borrower  through the exercise of any right of set-off,  banker's lien or
counterclaim  or similar  right or  otherwise or through  voluntary  prepayments
directly to a Lender or other  payments  made by the Borrower to a Lender not in
accordance  with  the  terms  of this  Agreement  and  such  payment  should  be
distributed  to the Lenders pro rata in accordance  with Section 3.2. or Section
9.4., as applicable,  such Lender shall promptly purchase from the other Lenders
participations  in (or, if and to the extent  specified by such  Lender,  direct
interests in) the Ratable  Shares of the Loan held by the other Lenders or other
Obligations  owed to such  other  Lenders in such  amounts,  and make such other


                                       15
<PAGE>



adjustments  from  time to time as shall be  equitable,  to the end that all the
Lenders shall share the benefit of such payment (net of any reasonable  expenses
which may be incurred by such Lender in obtaining or  preserving  such  benefit)
pro rata in  accordance  with  Section 3.2. or Section 9.4. To such end, all the
Lenders shall make  appropriate  adjustments  among themselves (by the resale of
participations sold or otherwise) if such payment is rescinded or must otherwise
be restored.  The Borrower  agrees that any Lender so purchasing a participation
(or direct interest) in the Loan or other Obligations owed to such other Lenders
may  exercise  all rights of set-off,  banker's  lien,  counterclaim  or similar
rights  with  respect to such  participation  as fully as if such  Lender were a
direct holder of the Loan in the amount of such participation. Nothing contained
herein  shall  require any Lender to exercise any such right or shall affect the
right of any Lender to exercise, and retain the benefits of exercising, any such
right with respect to any other indebtedness or obligation of the Borrower.

SECTION 3.4.  MINIMUM AMOUNTS.

     (a)  CONVERSIONS.  Each  Conversion of LIBOR Loans shall be in an aggregate
minimum amount of $2,000,000  and integral  multiples of $1,000,000 in excess of
that amount.

     (b)  PREPAYMENTS.  Each  voluntary  prepayment  of the Loan  shall be in an
aggregate  minimum amount of $4,000,000 and integral  multiples of $1,000,000 in
excess  thereof (or, if less,  the aggregate  principal  amount of the Loan then
outstanding).

SECTION 3.5.  FEES.

     The Borrower  shall pay to the Agent and the Lenders from time to time such
fees as may be specified in the Fee Letter.

SECTION 3.6.  COMPUTATIONS.

     Unless  otherwise  expressly set forth herein,  any accrued interest on the
Loan or any other  Obligations due hereunder shall be computed on the basis of a
year of 360 days and the actual number of days elapsed.

SECTION 3.7.  USURY.

     In no event  shall the  amount of  interest  due or  payable on the Loan or
other Obligations  exceed the maximum rate of interest allowed by Applicable Law
and, if any such payment is paid by the Borrower or received by any Lender, then
such excess sum shall be credited as a payment of principal, unless the Borrower
shall notify the respective  Lender in writing that the Borrower  elects to have
such  excess sum  returned  to it  forthwith.  It is the  express  intent of the
parties  hereto that the Borrower not pay and the Lenders not receive,  directly
or indirectly, in any manner whatsoever, interest in excess of that which may be
lawfully paid by the Borrower under Applicable Law.

SECTION 3.8.  AGREEMENT REGARDING INTEREST AND CHARGES.

     The parties  hereto agree and stipulate that all fees that have been agreed
to in the Fee Letter,  default  charges,  late  charges,  funding or  "breakage"
charges,  increased cost charges imposed pursuant to Article IV, attorneys' fees
and  reimbursement  for costs and  expenses  paid by the Agent or any  Lender to
third  parties or for damages  incurred by the Agent or any Lender,  are charges
made  to  compensate  the  Agent  or  any  such  Lender  for   underwriting   or
administrative  services and costs or losses  performed  or incurred,  and to be
performed  or  incurred,  by the Agent and the Lenders in  connection  with this
Agreement and shall under no  circumstances  be deemed to be charges for the use
of money.  All  charges  other than  charges for the use of money shall be fully
earned and nonrefundable when due.


                                       16
<PAGE>



SECTION 3.9.  STATEMENTS OF ACCOUNT.

     The Agent will  account to the  Borrower  monthly  with a statement  of the
Loan,  accrued  interest and Fees,  charges and payments  made  pursuant to this
Agreement and the other Loan Documents,  and such account  rendered by the Agent
shall be deemed  conclusive upon the Borrower absent manifest error. The failure
of the Agent to  deliver  such a  statement  of  accounts  shall not  relieve or
discharge the Borrower from any of its obligations hereunder.

SECTION 3.10.  TAXES.

     (a) TAXES  GENERALLY.  All payments by the  Borrower of  principal  of, and
interest on, the Loan and all other  Obligations shall be made free and clear of
and without  deduction for any present or future  excise,  stamp or other taxes,
fees,  duties,  levies,  imposts,  charges,  deductions,  withholdings  or other
charges of any nature whatsoever imposed by any taxing authority,  but excluding
(i) franchise taxes,  (ii) any taxes (other than  withholding  taxes) that would
not be  imposed  but for a  connection  between  the  Agent or a Lender  and the
jurisdiction  imposing  such taxes  (other than a connection  arising  solely by
virtue of the  activities of the Agent or such Lender  pursuant to or in respect
of this  Agreement or any other Loan  Document),  (iii) any taxes  imposed on or
measured by any Lender's  assets,  net income,  receipts or branch profits,  and
(iv) any taxes, fees, duties, levies, imposts, charges, deductions, withholdings
or other  charges to the extent  imposed as a result of the failure of the Agent
or a Lender,  as applicable,  to provide and keep current (to the extent legally
able) any  certificates,  documents or other evidence required to qualify for an
exemption  from,  or  reduced  rate of,  any such taxes  fees,  duties,  levies,
imposts, charges,  deductions,  withholdings or other charges or required by the
immediately  following  subsection  (c) to be  furnished  by the  Agent  or such
Lender,  as  applicable  (such  non-excluded  items  being  collectively  called
"Taxes").  If any  withholding  or deduction  from any payment to be made by the
Borrower  hereunder  is  required  in  respect  of  any  Taxes  pursuant  to any
Applicable Law, then the Borrower will:

          (i) pay  directly  to the  relevant  Governmental  Authority  the full
     amount required to be so withheld or deducted;

          (ii)  promptly  forward  to the  Agent an  official  receipt  or other
     documentation  reasonably satisfactory to the Agent evidencing such payment
     to such Governmental Authority; and

          (iii)  pay to  the  Agent  for  its  account  or  the  account  of the
     applicable Lender, as the case may be, such additional amount or amounts as
     is necessary to ensure that the net amount  actually  received by the Agent
     or such  Lender  will equal the full  amount  that the Agent or such Lender
     would have received had no such withholding or deduction been required.

     (b) TAX INDEMNIFICATION.  If the Borrower fails to pay any Taxes in respect
of the Loan when due to the appropriate Governmental Authority or fails to remit
to the Agent,  for its account or the account of the respective  Lender,  as the
case may be, the required receipts or other required documentary  evidence,  the
Borrower shall  indemnify the Agent and the Lenders for any  incremental  Taxes,
interest or  penalties  that may become  payable by the Agent or any Lender as a
result  of any such  failure.  For  purposes  of this  Section,  a  distribution
hereunder  by the Agent or any Lender to or for the account of any Lender  shall
be deemed a payment by the Borrower.

     (c) TAX FORMS.  Prior to the date that any Lender or Participant  organized
under the laws of a jurisdiction  outside the United States of America becomes a
party  hereto,  such Person  shall  deliver to the  Borrower  and the Agent such
certificates,  documents or other evidence,  as required by the Internal Revenue
Code or Treasury Regulations issued pursuant thereto (including Internal Revenue
Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms),
properly  completed,  currently  effective  and duly  executed by such Lender or
Participant  establishing  that payments to it hereunder and under the Notes are
(i) not subject to United States  Federal  backup  withholding  tax and (ii) not
subject to United  States  Federal  withholding  tax under the Internal  Revenue
Code.  Each such Lender or Participant  shall (x) deliver further copies of such
forms or other  appropriate  certifications  on or before the date that any such
forms expire or become  obsolete and after the occurrence of any event requiring
a change in the most recent form  delivered to the Borrower or the Agent and (y)


                                       17
<PAGE>



obtain  such  extensions  of the time for  filing,  and  renew  such  forms  and
certifications  thereof,  as may be reasonably  requested by the Borrower or the
Agent.  The  Borrower  shall not be required to pay any amount  pursuant to last
sentence of subsection (a) above to any Lender or Participant  that is organized
under the laws of a jurisdiction  outside of the United States of America or the
Agent, if it is organized under the laws of a jurisdiction outside of the United
States of America,  if such Lender,  Participant  or the Agent,  as  applicable,
fails to comply with the requirements of this subsection.  If any such Lender or
Participant  fails to deliver the above forms or other  documentation,  then the
Agent may withhold  from any payments to be made to such Lender under any of the
Loan Documents such amounts as are required by the Internal Revenue Code. If any
Governmental  Authority  asserts  that the Agent did not  properly  withhold  or
backup withhold,  as the case may be, any tax or other amount from payments made
to or for the  account of any  Lender,  such Lender  shall  indemnify  the Agent
therefor,  including  all  penalties  and  interest,  any taxes  imposed  by any
jurisdiction on the amounts  payable to the Agent under this Section,  and costs
and expenses (including all reasonable fees and disbursements of any law firm or
other external counsel and the allocated cost of internal legal services and all
disbursements  of internal  counsel) of the Agent. The obligation of the Lenders
under this  Section  shall  survive the  repayment  of all  Obligations  and the
resignation or replacement of the Agent.

                       ARTICLE IV. YIELD PROTECTION, ETC.

SECTION 4.1.  ADDITIONAL COSTS; CAPITAL ADEQUACY.

     (a) ADDITIONAL  COSTS. The Borrower shall promptly pay to the Agent for the
account of a Lender from time to time such amounts as such Lender may  determine
to be necessary to compensate  such Lender for any costs incurred by such Lender
that it determines  are  attributable  to its making or maintaining of any LIBOR
Loans,  any  reduction  in any  amount  receivable  by such  Lender  under  this
Agreement  or any of the other  Loan  Documents  in respect of any of such LIBOR
Loans or such obligation or the maintenance by such Lender of capital in respect
of its Ratable  Share of the Loan (such  increases  in costs and  reductions  in
amounts receivable being herein called "Additional  Costs"),  resulting from any
Regulatory Change that: (i) changes the basis of taxation of any amounts payable
to such  Lender  under  this  Agreement  or any of the other Loan  Documents  in
respect of its  ratable  share of the Loans  (other than  taxes,  fees,  duties,
levies, imposts,  charges,  deductions,  withholdings or other charges which are
excluded from the  definition of Taxes pursuant to the first sentence of Section
3.10.(a));  or (ii) imposes or modifies any reserve,  special deposit or similar
requirements  (other than  Regulation D of the Board of Governors of the Federal
Reserve  System or other  reserve  requirement  to the  extent  utilized  in the
determination  of the  Adjusted  LIBOR Rate for its  ratable  share of the Loan)
relating to any extensions of credit or other assets of, or any deposits with or
other  liabilities of, such Lender,  or any commitment of such Lender;  or (iii)
has or would have the effect of  reducing  the rate of return on capital of such
Lender to a level below that which such Lender could have  achieved but for such
Regulatory Change (taking into consideration such Lender's policies with respect
to capital adequacy).

     (b) LENDER'S SUSPENSION OF LIBOR LOANS.  Without limiting the effect of the
provisions of the  immediately  preceding  subsection  (a), if, by reason of any
Regulatory  Change,  any Lender either (i) incurs  Additional  Costs based on or
measured by the excess  above a  specified  level of the amount of a category of
deposits or other liabilities of such Lender that includes deposits by reference
to which the  interest  rate on LIBOR  Loans is  determined  as provided in this
Agreement or a category of  extensions  of credit or other assets of such Lender
that includes LIBOR Loans or (ii) becomes  subject to restrictions on the amount
of such a category  of  liabilities  or assets that it may hold,  then,  if such
Lender  so elects by notice  to the  Borrower  (with a copy to the  Agent),  the
obligation of such Lender to Continue, or to Convert Base Rate Loans into, LIBOR
Loans hereunder shall be suspended until such Regulatory  Change ceases to be in
effect (in which case the provisions of Section 4.6. shall apply).

     (c) NOTIFICATION AND  DETERMINATION OF ADDITIONAL  COSTS. Each of the Agent
and each Lender agrees to notify the Borrower of any event  occurring  after the
Agreement Date entitling the Agent or such Lender to  compensation  under any of
the preceding subsections of this Section as promptly as practicable;  provided,
however,  the failure of the Agent or any Lender to give such  notice  shall not
release the Borrower from any of its obligations hereunder (and in the case of a
Lender,  to the  Agent).  The  Agent or such  Lender  agrees to  furnish  to the
Borrower (and in the case of a Lender, to the Agent) a certificate setting forth
the  basis  and  amount  of  each  request  by the  Agent  or  such  Lender  for
compensation  under this Section.  Absent manifest error,  determinations by the


                                       18
<PAGE>



Agent or any Lender of the effect of any Regulatory  Change shall be conclusive,
provided  that such  determinations  are made on a reasonable  basis and in good
faith.

SECTION 4.2.  SUSPENSION OF LIBOR LOANS.

     Anything  herein to the  contrary  notwithstanding,  if, on or prior to the
determination of any Adjusted LIBOR Rate for any Interest Period:

          (a) the Agent  reasonably  determines  (which  determination  shall be
     conclusive) that by reason of circumstances  affecting the relevant market,
     adequate and reasonable  means do not exist for  ascertaining  the Adjusted
     LIBOR Rate for such Interest Period, or

          (b) the Agent  reasonably  determines  (which  determination  shall be
     conclusive)  that the Adjusted  LIBOR Rate will not  adequately  and fairly
     reflect  the cost to the Lenders of making or  maintaining  LIBOR Loans for
     such Interest Period;

then the Agent shall give the Borrower  and each Lender  prompt  notice  thereof
and, so long as such condition remains in effect,  the Lenders shall be under no
obligation  to, and shall not,  Continue  LIBOR Loans or Convert Base Rate Loans
into  LIBOR  Loans  and the  Borrower  shall,  on the last  day of each  current
Interest Period for each outstanding  LIBOR Loan,  either repay such LIBOR Loans
or Convert such LIBOR Loans into Base Rate Loans.

SECTION 4.3.  ILLEGALITY.

     Notwithstanding any other provision of this Agreement,  if any Lender shall
reasonably  determine (which determination shall be conclusive and binding) that
it has  become  unlawful  for such  Lender  to honor its  obligation  to make or
maintain  LIBOR Loans  hereunder,  then such Lender  shall  promptly  notify the
Borrower  thereof  (with a copy to the Agent) and such  Lender's  obligation  to
Continue,  or to Convert  Base Rate Loans into,  LIBOR Loans shall be  suspended
until such time as such Lender may again maintain LIBOR Loans (in which case the
provisions of Section 4.6. shall be applicable).

SECTION 4.4.  COMPENSATION.

     The Borrower  shall pay to the Agent for the account of each  Lender,  upon
the request of such Lender through the Agent, such amount or amounts as shall be
sufficient (in the  reasonable  opinion of such Lender) to compensate it for any
out-of-pocket  loss, cost or expense that such Lender determines is attributable
to:

          (a) any payment or  prepayment  (whether  mandatory  or optional) of a
     LIBOR Loan,  or  Conversion  of a LIBOR  Loan,  made by such Lender for any
     reason (including,  without limitation,  acceleration) on a date other than
     the last day of the Interest Period for such LIBOR Loan; or

          (b) any failure by the  Borrower  for any reason  (including,  without
     limitation,  the  failure  of any of the  applicable  conditions  precedent
     specified in Article V. to be satisfied) to Convert a Base Rate Loan into a
     LIBOR  Loan  or  Continue  a  LIBOR  Loan  on the  requested  date  of such
     Conversion or Continuation.

Upon the  Borrower's  request,  any Lender  requesting  compensation  under this
Section shall provide the Borrower with a statement  setting forth the basis for
requesting such  compensation and the method for determining the amount thereof.
Absent manifest error,  determinations by any Lender in any such statement shall
be conclusive,  provided that such determinations are made on a reasonable basis
and in good faith.


                                       19
<PAGE>



SECTION 4.5.  AFFECTED LENDERS.

     If (a) a Lender  requests  compensation  pursuant to Section 3.10. or 4.1.,
and the Requisite  Lenders are not also doing the same, or (b) the obligation of
any Lender to Continue, or to Convert Base Rate Loans into, LIBOR Loans shall be
suspended  pursuant  to  Section  4.1.(b)  or  4.3.  but the  obligation  of the
Requisite  Lenders shall not have been suspended  under such Sections,  then, so
long as there does not then exist any Default or Event of Default,  the Borrower
may either (i) demand that such Lender (the  "Affected  Lender"),  and upon such
demand the Affected Lender shall promptly,  assign its Ratable Share of the Loan
to an Eligible  Assignee  subject to and in  accordance  with the  provisions of
Section 11.5., (d) for a purchase price equal to the aggregate principal balance
of the Loan then  owing to the  Affected  Lender  plus any  accrued  but  unpaid
interest  thereon and accrued but unpaid fees owing to the Affected  Lender,  or
(ii) subject to the payment of the fee described in Section  3.5(b),  pay to the
Affected  Lender the aggregate  principal  balance of the Loan then owing to the
Affected  Lender plus any accrued  but unpaid  interest  thereon and accrued but
unpaid fees owing to the Affected Lender, whereupon the Affected Lender shall no
longer be a party  hereto or have any rights or  obligations  hereunder or under
any of the other Loan Documents. Each of the Agent and the Affected Lender shall
reasonably  cooperate in  effectuating  the  replacement of such Affected Lender
under this Section, but at no time shall the Agent, such Affected Lender nor any
other Lender be obligated in any way whatsoever to initiate any such replacement
or to assist in finding an Eligible  Assignee.  The  exercise by the Borrower of
its rights under this Section shall be at the Borrower's  sole cost and expenses
and at no cost or expense to the Agent,  the Affected Lender or any of the other
Lenders.  The terms of this  Section  shall not in any way limit the  Borrower's
obligation  to pay to any Affected  Lender  compensation  owing to such Affected
Lender pursuant to Section 3.1. or 4.1.

SECTION 4.6.  TREATMENT OF AFFECTED LOANS.

     If the obligation of any Lender to Continue,  or to Convert Base Rate Loans
into, LIBOR Loans shall be suspended pursuant to Section 4.1.(b),  4.2. or 4.3.,
then such Lender's LIBOR Loans shall be  automatically  Converted into Base Rate
Loans on the last day(s) of the then current Interest  Period(s) for LIBOR Loans
(or, in the case of a Conversion  required by Section  4.1.(b) or 4.3.,  on such
earlier  date as such  Lender  may  specify to the  Borrower  with a copy to the
Agent) and, unless and until such Lender gives notice as provided below that the
circumstances  specified  in  Section  4.1.(b)  or 4.3.  that  gave rise to such
Conversion no longer exist:

          (a) to the  extent  that  such  Lender's  LIBOR  Loans  have  been  so
     Converted,  all payments and  prepayments of principal that would otherwise
     be applied to such  Lender's  LIBOR Loans  shall be applied  instead to its
     Base Rate Loans; and

          (b) all LIBOR Loans that would  otherwise  be Continued by such Lender
     as LIBOR Loans shall be Continued  instead as Base Rate Loans, and all Base
     Rate Loans of such  Lender that would  otherwise  be  Converted  into LIBOR
     Loans shall remain as Base Rate Loans.

If such Lender gives notice to the Borrower  (with a copy to the Agent) that the
circumstances  specified  in  Section  4.1.(b)  or 4.3.  that  gave  rise to the
Conversion of such Lender's LIBOR Loans pursuant to this Section no longer exist
(which such  Lender  agrees to do promptly  upon such  circumstances  ceasing to
exist) at a time when LIBOR Loans made by other  Lenders are  outstanding,  then
such Lender's  Base Rate Loans shall be  automatically  Converted,  on the first
day(s) of the next  succeeding  Interest  Period(s) for such  outstanding  LIBOR
Loans, to the extent necessary so that,  after giving effect thereto,  all LIBOR
are held pro rata (as to  principal  amounts,  Types and  Interest  Periods)  in
accordance with each Lender's Ratable Share of the Loan.

SECTION 4.7.  CHANGE OF LENDING OFFICE.

     Each Lender  agrees that it will use  reasonable  efforts to  designate  an
alternate  Lending Office with respect to its Ratable Share of the Loan affected
by the matters or  circumstances  described in Sections  3.10.,  4.1. or 4.3. to
reduce the liability of the Borrower or avoid the results  provided  thereunder,
so long as such designation is not  disadvantageous to such Lender as determined
by such Lender in its sole  discretion,  except  that such Lender  shall have no
obligation  to  designate  a Lending  Office  located  in the  United  States of
America.


                                       20
<PAGE>



SECTION 4.8.  ASSUMPTIONS CONCERNING FUNDING OF LIBOR LOANS.

     Calculation of all amounts payable to a Lender under this Article IV. shall
be made as though  such  Lender had  actually  funded  LIBOR  Loans  through the
purchase  of  deposits  in the  relevant  market  bearing  interest  at the rate
applicable  to such  LIBOR  Loans in an amount  equal to the amount of the LIBOR
Loans  and  having  a  maturity  comparable  to the  relevant  Interest  Period;
provided,  however,  that each  Lender  may fund each of its LIBOR  Loans in any
manner  it  sees  fit and the  foregoing  assumption  shall  be  used  only  for
calculation of amounts payable under this Article IV.

                         ARTICLE V. CONDITIONS PRECEDENT

     The  obligation  of  Fleet to make the  Loan is  subject  to the  following
conditions precedent:

SECTION 5.1.  DOCUMENTS.

     The Agent shall have received each of the following,  in form and substance
reasonably satisfactory to the Agent:

          (i)  Counterparts  of this  Agreement  and the  other  Loan  Documents
     executed  by each of the parties  thereto,  together  with  delivery to the
     Agent of any certificates evidencing any of the Holding Trust Common Shares
     or the Issuer Trust Common Shares,  in each case duly endorsed to the Agent
     or accompanied by appropriate share certificate powers executed in blank;

          (ii) A Note executed by the  Borrower,  payable to Fleet and complying
     with the applicable provisions of Section 2.8.;

          (iii)  Opinions of Proskauer  Rose LLP and Richards,  Layton & Finger,
     counsel to the Borrower,  Parent, and Holding Trust, addressed to the Agent
     and the Lenders, in form and content reasonably  satisfactory to Lender and
     its counsel;

          (iv)  The  articles  of   incorporation,   articles  of  organization,
     certificate  of  limited  partnership  or other  comparable  organizational
     instrument (if any) of each of the Parent, the Borrower,  Holding Trust and
     Issuer  Trust,  certified as of a recent date by the  Secretary of State of
     the state of formation of such Person;

          (v) A certificate of good standing or  certificate of similar  meaning
     with respect to the Parent,  the  Borrower,  Holding Trust and Issuer Trust
     issued  as of a recent  date by the  Secretary  of  State  of the  state of
     formation of each such Person and certificates of qualification to transact
     business or other comparable certificates issued by each Secretary of State
     (and any state  department  of taxation,  as  applicable)  of each state in
     which such Person is required to be so  qualified  and where the failure to
     be so qualified  could  reasonably  be expected to have a material  adverse
     effect;

          (vi) A certificate of incumbency  signed by the Secretary or Assistant
     Secretary (or other individual performing similar functions) of each of the
     Parent, the Borrower and Holding Trust with respect to each of the officers
     of such Person  authorized  to execute and  deliver the Loan  Documents  to
     which such Person is a party;

          (vii) Copies certified by the Secretary or Assistant Secretary of each
     of the  Parent,  the  Borrower  and  Holding  Trust  (or  other  individual
     performing  similar  functions)  of (i) the  by-laws of such  Person,  if a
     corporation,  the operating agreement,  if a limited liability company, the
     partnership  agreement,  if a  limited  or  general  partnership,  or other
     comparable  document in the case of any other form of legal entity and (ii)
     all corporate,  partnership, member or other necessary action taken by such
     Person to authorize the  execution,  delivery and  performance  of the Loan
     Documents to which it is a party;


                                       21
<PAGE>



          (viii) Copies of the Transaction Documents and all other documents and
     other items  required to be delivered  to the Borrower  pursuant to Section
     3.1 of the  Transaction  Agreement,  accompanied  by a  certificate  of the
     Borrower in the form of EXHIBIT E;

          (ix)  Copy of the CCLP  Acquisition  Letter  of  Intent  (and any CCLP
     Second Step Transactions Documents as by the Agreement Date shall have been
     finalized and executed by the applicable parties thereto)  accompanied by a
     certificate of the Borrower in the form of EXHIBIT F; and

          (x) Such other  documents,  agreements and instruments as the Agent on
     behalf of the Lenders may reasonably request.

SECTION 5.2.  OTHER CONDITIONS PRECEDENT.

     (a) No Default or Event of Default shall have occurred and be continuing as
of the date of the making of the Loan or would exist  immediately  after  giving
effect thereto.

     (b)  Utilizing  a portion of the  proceeds  of the Loan,  the  transactions
contemplated  by the  Transaction  Agreement  shall  have  been  consummated  in
accordance with the terms thereof,  including,  without  limitation (i) the CCLP
Term Loan  Acquisition  shall be  consummated,  (ii) the CCLP  Term Loan  Credit
Enhancement  Termination  Fee shall be paid and all obligations of CCLP (and its
affiliates, as the case may be) under the CCLP Term Loan Credit Enhancement Loan
Documents shall be satisfied, except for the clawback and related obligations as
set forth in the Agreement  Relating to Amended and Restated Credit  Enhancement
Umbrella  Agreement,  (iii) the RFC Loan shall have been paid in full,  and (iv)
the Borrower shall have been granted, and shall have duly perfected,  all of the
security  interests  to be granted to it pursuant to the  Transaction  Documents
(other  than  where  perfection  requires  the  filing of one or more  financing
statements  under the  applicable  Uniform  Commercial  Code,  in which case the
Borrower shall have been provided UCC-1 financing  statements in form proper for
filing in all  necessary  filing  offices in order to duly perfect such security
interests,  which UCC-1  financing  statements  the Borrower shall file no later
than the Business Day following the Closing).

     (c) All warranties and  representations  made by or on behalf of any of the
Parent,  the Borrower and Holding Trust to Fleet  pursuant to the Loan Documents
shall be true and  accurate in all material  respects,  and the Agent shall have
received a certificate of an officer of the Borrower  certifying that an officer
of the General  Partner of CCLP has  certified  to CM  Investor  that all of the
representations  and warranties  made by CCLP and its Affiliates to the Borrower
in the  Transaction  Documents  shall  be  true  and  accurate  in all  material
respects.

     (d) Fleet shall be satisfied that the Pledge and Security Agreements create
or will  create,  as  security  for the  Obligations,  a valid  and  enforceable
perfected  first  priority  security  interest  in  and  Lien  upon  all  of the
Collateral in favor of the Agent for the ratable benefit of the Lenders, subject
to no other Liens.

     (e) In the good faith judgment of Fleet:

          (i) There shall not have  occurred or become known to Fleet any event,
     condition,  situation or status since the date of the information contained
     in the  financial  and business  projections,  budgets,  pro forma data and
     forecasts  concerning  the  Transactions  contemplated  by the  Transaction
     Documents,  or the Parent and its Subsidiaries (taken as a whole) delivered
     to Fleet prior to the  Agreement  Date that has had or could  reasonably be
     expected to result in a material adverse effect on the properties,  assets,
     financial  condition or business of the Parent and its Subsidiaries  (taken
     as a whole);

          (ii) No litigation,  action,  suit,  investigation  or other arbitral,
     administrative or judicial  proceeding shall be pending or threatened which
     could  reasonably be expected to (1) result in a material adverse effect on
     the properties,  assets,  financial condition or business of the Parent and
     its  Subsidiaries  (taken as a whole) or (2)  restrain  or  enjoin,  impose
     materially  burdensome conditions on, or otherwise materially and adversely
     affect the ability of the Parent,  the Borrower or Holding Trust to fulfill
     its obligations under the Loan Documents to which it is a party;


                                       22
<PAGE>



          (iii)  The  Parent  and  its  Subsidiaries  shall  have  received  all
     approvals, consents and waivers, and shall have made or given all necessary
     filings and notices as shall be required  to  consummate  the  transactions
     contemplated  hereby  and  under  the  Transaction  Documents  without  the
     occurrence  of any default  under,  conflict  with or  violation of (1) any
     Applicable  Law or (2) any  agreement,  document or instrument to which the
     Parent, the Borrower or Holding Trust is a party or by which any of them or
     their respective properties is bound, except for such approvals,  consents,
     waivers,  filings and notices the receipt,  making or giving of which would
     not  reasonably  be likely to (A) have a material  adverse  effect,  or (B)
     restrain  or  enjoin,   impose  materially  burdensome  conditions  on,  or
     otherwise  materially and adversely  affect the ability of the Parent,  the
     Borrower  or  Holding  Trust to  fulfill  its  obligations  under  the Loan
     Documents to which it is a party; and

          (iv)  There  shall  not have  occurred  or exist  any  other  material
     disruption  of  financial  or  capital  markets  that could  reasonably  be
     expected to materially and adversely affect the  transactions  contemplated
     by the Loan Documents.

     (f) The Borrower  shall have paid the Agent and the Lenders such amounts as
shall be due under the Fee Letter and shall have paid all other amounts required
to be paid hereunder.

SECTION 5.3.  CCA ACQUISITION ADVANCE FUNDING CONDITIONS.

     The  obligation  of the  Lenders  to make the CCA  Acquisition  Advance  is
subject to the satisfaction of the following conditions precedent,  each in form
and substance satisfactory to the Agent:

     (a) Each of the representations and warranties made by the Borrower in this
Agreement and the other Loan Documents shall be true and correct in all material
respects as of the date such  advance is requested to be made (as if made on and
as of such date).

     (b) No Default or Event of Default shall have occurred and be continuing.

     (c) Between the Effective Date and the date the CCA Acquisition  Advance is
requested  to be  made,  nothing  shall  have  occurred  which  has  had,  or is
reasonably   likely  to  have,  a  material  adverse  effect  on  the  business,
operations, property, assets, condition (financial or otherwise) or prospects of
the Borrower or the Parent.

     (d) All of the conditions precedent set forth in the Transaction  Documents
to the  making of the  advance  by CM  Investor  to CCLP  under the  Transaction
Documents for the purpose of consummating  the CCA  Acquisition  shall have been
satisfied, and simultaneously with the making of the CCA Acquisition Advance, CM
Investor shall make such advance in the like amount to CCLP for such purpose.

     (e) The Agent  shall  have  received  a  certificate  of an  officer of the
Borrower certifying that the foregoing conditions have been satisfied.

SECTION 5.4.  CCLP SECOND STEP LOANS ADVANCE FUNDING CONDITIONS.

         The  obligation  of the  Lenders to make the CCLP  Second  Steps  Loans
Advance is subject to the  satisfaction of the following  conditions  precedent,
each in form and substance satisfactory to the Agent:

     (a) Each of the representations and warranties made by the Borrower in this
Agreement and the other Loan Documents shall be true and correct in all material
respects as of the date such  advance is requested to be made (as if made on and
as of such date).

     (b) No Default or Event of Default shall have occurred and be continuing.


                                       23
<PAGE>



     (c)  Between  the  Effective  Date and the date the CCLP  Second Step Loans
Advance is requested to be made,  nothing shall have occurred  which has had, or
is  reasonably  likely to have,  a  material  adverse  effect  on the  business,
operations, property, assets, condition (financial or otherwise) or prospects of
the Borrower or the Parent.

     (d) (i) No party to any  CCLP  Second  Step  Transactions  Documents  is in
material breach of any of such Person's obligations thereunder,  (ii) all of the
conditions  precedent set forth in the CCLP Acquisition Letter of Intent and the
CCLP Second Step Transactions Documents then in effect to the making of the CCLP
Second Step Loans by CM Investor to the  applicable  parties in accordance  with
the CCLP  Acquisition  Letter of Intent  shall  have been  satisfied,  and (iii)
simultaneously  with the  making  of the CCLP  Second  Step  Loans  Advance,  CM
Investor  shall make the CCLP  Second  Step Loans to the  applicable  parties in
accordance with the CCLP Acquisition Letter of Intent and applicable CCLP Second
Step Transactions Documents.

     (e) The CCLP  Second  Step  Loans  Documents  and other  CCLP  Second  Step
Transactions Documents shall conform in all material respects with corresponding
provisions of the CCLP Acquisition Letter of Intent.

     (f)  The  Agent  shall  have  received  copies  of  the  CCLP  Second  Step
Transactions  Documents,  certified  as true and  complete  by an officer of the
Borrower.

     (g) The Agent  shall  have  received  a  certificate  of an  officer of the
Borrower certifying that the foregoing conditions have been satisfied.

                   ARTICLE VI. REPRESENTATIONS AND WARRANTIES

     In order to induce the Agent and Fleet to enter into this  Agreement and to
make the Loan,  the Parent and the Borrower  represent  and warrant to the Agent
and Fleet as follows:

SECTION 6.1.  FINANCIAL INFORMATION.

     True,  accurate and complete  financial  statements of the Parent as of and
for the period ended March 31, 2004,  have been  delivered to the Agent and each
of the Lenders and the same fairly present the financial condition of the Parent
and its  Subsidiaries  as of the date thereof and no material and adverse change
has occurred in such financial  condition since the date thereof.  All financial
statements of the Parent hereafter  furnished to the Agent or any of the Lenders
shall be true,  accurate and complete  and shall  fairly  present the  financial
condition of the Parent as of the date thereof.

SECTION 6.2.  NO VIOLATIONS.

     The consummation of the Loan and the subsequent  payment and performance of
the Obligations evidenced and secured by the Loan Documents shall not constitute
a violation of, or conflict with, any Legal Requirement,  Contractual Obligation
or Constituent Document, to which the Parent, the Borrower or Holding Trust is a
party or by which it or its property is or may be bound.

SECTION 6.3.  LITIGATION.

     Except  as  set  forth  in  SCHEDULE  6.3,  there  are no  actions,  suits,
proceedings  or  investigations  of any kind pending or, to the knowledge of the
Parent or the  Borrower,  threatened,  against  the Parent  and/or the  Borrower
and/or  Holding  Trust  and/or  Issuer  Trust  before  any  court,  tribunal  or
administrative agency or board that, if adversely  determined,  would reasonably
be expected to,  either in any case or in the  aggregate,  materially  adversely
affect the properties, assets, financial condition or business of such Person or
materially  impair  the  right  of  such  Person  or,  as  to  the  Parent,  its
Subsidiaries,  to carry on business  substantially  as now  conducted  by it, or
result in any substantial liability not adequately covered by insurance,  or for
which adequate  reserves are not maintained on the balance sheet of such Person,
or, with respect to the Parent or the Borrower,  which  question the validity of
this Agreement or any of the other Loan Documents,  or any action taken or to be
taken pursuant hereto or thereto.


                                       24
<PAGE>



SECTION 6.4.  GOOD TITLE AND NO LIENS.

     The Parent,  the Borrower  and Holding  Trust are the lawful owner of their
respective assets and are and will be the lawful owner of such assets,  free and
clear of all liens and  encumbrances of any nature  whatsoever  other than those
matters  permitted in  conjunction  with this  Agreement,  other  securitization
vehicles,  or other  Indebtedness  incurred  in  connection  with the conduct of
business by the Parent, the Borrower and Holding Trust in the ordinary course of
their respective businesses.

SECTION 6.5.  FRANCHISE, PATENTS, COPYRIGHTS, ETC.

     The Parent,  the  Borrower and Holding  Trust each possess all  franchises,
patents,  copyrights,  trademarks, trade names, licenses and permits, and rights
in  respect  of  the  foregoing,  adequate  for  the  conduct  of  its  business
substantially  as now  conducted,  without  known  conflict  with any  rights of
others,  except to the extent  the  failure to own or have the same would not be
reasonably  expected  to (x)  materially  adversely  effect  the  ability of the
Borrower to perform its  Obligations  under any Loan  Document,  (y)  materially
adversely effect the ability of the Parent to perform its obligations  under any
Loan  Document  or (z) have a  material  adverse  effect  upon  the  operations,
business,  properties  or  financial  condition  of the Parent,  the Borrower or
Holding Trust.

SECTION 6.6.  USE OF PROCEEDS.

     The  proceeds  of  the  Loan  shall  be  used  to  finance  the  Borrower's
obligations  under (a) the  Transaction  Documents in accordance  with the terms
thereof,  together with the costs and expenses of consummating  the transactions
contemplated  thereby as  approved  by the Agent and set forth in  SCHEDULE  6.6
hereof, and (b) the CCLP Acquisition Letter of Intent and other CCLP Second Step
Transactions Documents in accordance with the terms thereof.

SECTION 6.7.  ENTITY MATTERS.

     (a)  ORGANIZATION.

          (i) The Parent is a duly organized validly existing statutory trust in
     good standing under the laws of the State of Delaware and is duly qualified
     in  the  jurisdiction  where  the  nature  of its  business  is  such  that
     qualification  is required or where  failure to be so  qualified  would not
     materially  adversely affect its business or assets,  and has all requisite
     power and authority to conduct its business and to own its property, as now
     conducted or owned, and as contemplated by this Agreement.

          (ii) The Borrower is a duly organized validly existing  corporation in
     good standing under the laws of the State of Delaware and is duly qualified
     in  the  jurisdiction  where  the  nature  of its  business  is  such  that
     qualification  is required or where  failure to be so  qualified  would not
     materially  adversely affect its business or assets,  and has all requisite
     power and authority to conduct its business and to own its property, as now
     conducted or owned, and as contemplated by this Agreement.

          (iii) Holding Trust is a duly  organized  validly  existing  statutory
     trust in good standing  under the laws of the State of Delaware and is duly
     qualified in the jurisdiction where the nature of its business is such that
     qualification  is required or where  failure to be so  qualified  would not
     materially  adversely affect its business or assets,  and has all requisite
     power and authority to conduct its business and to own its property, as now
     conducted or owned.

          (iv) Issuer Trust is a duly organized validly existing statutory trust
     in good  standing  under  the  laws of the  State of  Delaware  and is duly
     qualified in the jurisdiction where the nature of its business is such that
     qualification  is required or where  failure to be so  qualified  would not
     materially  adversely affect its business or assets,  and has all requisite
     power and authority to conduct its business and to own its property, as now
     conducted or owned.


                                       25
<PAGE>



          (v) CM Investor is a duly organized validly existing limited liability
     company in good  standing  under the laws of the State of  Delaware  and is
     duly qualified in the jurisdiction where the nature of its business is such
     that  qualification  is required or where failure to be so qualified  would
     not  materially  adversely  affect  its  business  or  assets,  and has all
     requisite  power and  authority  to  conduct  its  business  and to own its
     property,  as now  conducted or owned.  CM  Investor's  only business is to
     engage in the activities provided for it in the Transaction Documents.

     (b)  OWNERSHIP, SUBSIDIARIES AND TAXPAYER IDENTIFICATION NUMBERS.

          (i) The Borrower and Holding Trust are each wholly-owned  Subsidiaries
     of the Parent,  and Issuer Trust is a  wholly-owned  subsidiary  of Holding
     Trust,  and, other than the outstanding  Issuer Trust Preferred  Shares, no
     additional  ownership  interests of the  Borrower,  Holding Trust or Issuer
     Trust, or rights or instruments  convertible into such ownership  interests
     exist. CM Investor is a wholly-owned  subsidiary of the Borrower.  True and
     complete copies of each of the agreements listed on SCHEDULE 6.7(B)(I) have
     been furnished to the Agent by the Parent and the Borrower.

          (ii) The  taxpayer  identification  numbers  and state  organizational
     numbers (if applicable) of the foregoing  Persons are accurately  stated in
     SCHEDULE 6.7(B)(II).

          (iii)  Except as set forth on SCHEDULE  6.7(B)(III),  the Parent,  the
     Borrower and Holding Trust are each the owner,  free and clear of all liens
     and encumbrances  (other than those created by the Loan Documents),  of the
     Equity  Interests  which they  purport  to own of each of their  respective
     Subsidiaries.  All shares of such Equity Interests have been validly issued
     and are fully paid and  nonassessable,  and no rights to  subscribe  to any
     additional shares have been granted, and no options,  warrants,  or similar
     rights are outstanding except as set forth in SCHEDULE 6.7(B)(III).

     (c) AUTHORIZATION. The execution and delivery of this Agreement (and of the
Joinders  hereto by Holding Trust and CM Investor) and the other Loan  Documents
to which the Parent,  the Borrower or Holding Trust is to become a party and the
performance  by the Parent,  the Borrower and Holding Trust of the  transactions
contemplated  hereby and thereby (i) are within the authority of the Parent, the
Borrower and Holding Trust, as applicable, (ii) have been duly authorized by all
necessary  corporate or trust action, as applicable,  (iii) do not conflict with
or result in any breach or contravention  of any Legal  Requirement to which the
Parent,  the  Borrower  and  Holding  Trust,  as  applicable,  is subject or any
judgment,  order, writ, injunction,  license or permit applicable to the Parent,
the Borrower and Holding Trust, as applicable, and (iv) do not conflict with any
provision of the Parent's,  the Borrower's and Holding  Trust's,  as applicable,
Constituent Documents or any Contractual  Obligation of the Parent, the Borrower
and Holding Trust,  as  applicable,  except where such conflict would not have a
materially adverse effect on the business,  assets or financial condition of the
Parent, the Borrower and Holding Trust, as applicable.

SECTION 6.8.  VALID AND BINDING.

     Each of the  Loan  Documents  constitutes  the  legal,  valid  and  binding
obligation of the Parent, the Borrower and Holding Trust, in accordance with the
respective terms thereof, subject to bankruptcy,  insolvency and similar laws of
general  application  affecting  the rights and remedies of creditors  and, with
respect to the availability of the remedies of specific enforcement,  subject to
the discretion of the court before which any proceeding therefor may be brought.

SECTION 6.9.  DEFERRED COMPENSATION AND ERISA.

     Neither the Parent nor the Borrower has any pension,  profit sharing, stock
option, insurance or other arrangement or plan for employees covered by Title IV
of the Employment  Retirement  Security Act of 1974, as now or hereafter amended
("ERISA")  except as may be  designated to the Agent in writing by the Parent or
the  Borrower  from time to time  ("ERISA  Plan") and no  "Reportable  Event" as
defined in ERISA has  occurred  and is now  continuing  with respect to any such
ERISA Plan.  The  granting of the Loan,  the  performance  by the Parent and the


                                       26
<PAGE>



Borrower  of their  respective  obligations  under  the Loan  Documents  and the
Parent's and the Borrower's conducting of their respective operations do not and
will not violate any provisions of ERISA.

SECTION 6.10.  NO MATERIALLY ADVERSE CONTRACTS, ETC.

     None  of the  Parent,  the  Borrower  or  Holding  Trust,  or any of  their
respective  Subsidiaries  is subject to any  charter,  corporate  or other legal
restriction,  or any judgment,  decree, order, rule or regulation that has or is
expected  in the future to have a  materially  adverse  effect on the  business,
assets or financial condition of the Parent, the Borrower or Holding Trust. None
of the  Parent,  the  Borrower  or  Holding  Trust,  or any of their  respective
Subsidiaries is a party to any contract or agreement that has or is expected, in
the  judgment of the  Parent's,  the  Borrower's  or Holding  Trust's  officers,
respectively,  to have any materially adverse effect on the business, assets, or
financial condition of the Parent, the Borrower or Holding Trust.

SECTION 6.11.  COMPLIANCE WITH OTHER INSTRUMENTS, LAWS, ETC.

     None of the  Parent,  the  Borrower  or  Holding  Trust  nor  any of  their
respective  Subsidiaries  is in  violation of any  provision of its  Constituent
Documents, or any Contractual  Obligations or any Legal Requirements,  in any of
the  foregoing  cases  in a  manner  that  could  result  in the  imposition  of
substantial   penalties  or  materially  and  adversely   affect  the  financial
condition,  properties,  assets or  business  of such  Person  or such  Person's
Subsidiaries.

SECTION 6.12.  TAX STATUS.

     The Parent, the Borrower,  Holding Trust and their respective  Subsidiaries
(a) have made or filed all federal and state  income and all other tax  returns,
reports and  declarations  required by any  jurisdiction to which such Person is
subject, (b) have paid all taxes and other governmental  assessments and charges
shown or determined to be due on such returns, reports and declarations,  except
those being contested in good faith and by appropriate  proceedings and (c) have
set aside on its books  provisions  reasonably  adequate  for the payment of all
taxes for periods  subsequent to the periods to which such  returns,  reports or
declarations  apply. Except for taxes being contested as provided in clause (b),
above, there are no unpaid taxes in any material amount claimed to be due by the
taxing authority of any jurisdiction,  and the officers of the foregoing Persons
know of no basis for any such claim.

SECTION 6.13.  HOLDING COMPANY AND INVESTMENT COMPANY ACTS.

     Neither the Parent,  the Borrower nor any of its Subsidiaries is a "holding
company", or a "subsidiary company" of a "holding company", or an "affiliate" of
a "holding  company",  as such terms are defined in the Public  Utility  Holding
Company  Act of  1935;  nor is it an  "investment  company",  or an  "affiliated
company" or a "principal  underwriter" of an "investment company", as such terms
are defined in the Investment Company Act of 1940.

SECTION 6.14.  CERTAIN TRANSACTIONS.

     Except  as set  forth  in  SCHEDULE  6.14  hereof,  as of the  date of this
Agreement,  none of the  officers,  trustees,  directors,  or  employees  of the
Parent,  the  Borrower or any of its  Subsidiaries  is  presently a party to any
transaction with the Parent, the Borrower or any of its Subsidiaries (other than
for services as  employees,  officers and  directors),  including  any contract,
agreement or other  arrangement  providing for the  furnishing of services to or
by,  providing for rental of real or personal  property to or from, or otherwise
requiring payments to or from any officer, trustee, director or such employee or
any  corporation,  partnership,  trust or other  entity  in which  any  officer,
trustee,  director,  or any such  employee has a  substantial  interest or is an
officer, director, trustee or partner.

SECTION 6.15.  LOAN DOCUMENTS.

     All of the  representations  and warranties of the Parent, the Borrower and
Holding  Trust made in the Loan  Documents  are true and correct in all material
respects.


                                       27
<PAGE>



SECTION 6.16.  REGULATIONS U AND X.

     No  portion  of the Loan is to be used for the  purpose  of  purchasing  or
carrying  any  "margin  security"  or  "margin  stock" as such terms are used in
Regulations U and X of the Board of Governors of the Federal Reserve System,  12
C.F.R. Parts 221 and 224.

SECTION 6.17.  SOLVENCY.

     (a) The Parent, individually,  is and the Parent and its subsidiaries, on a
consolidated basis, are, Solvent.

     (b) The Borrower,  individually, is, and the Borrower and its Subsidiaries,
on a consolidated basis, are, Solvent.

     (c)  Holding   Trust,   individually,   is,  and  Holding   Trust  and  its
Subsidiaries, on a consolidated basis, are, Solvent.

SECTION 6.18.  CONDITIONS SATISFIED.

     Assuming that the Agent and the Lenders have approved all matters requiring
their  approval,  all of the conditions  precedent set forth in Sections 5.1 and
5.2 have been satisfied.

SECTION 6.19.  NO MATERIAL CHANGE; NO DEFAULT.

     There has been no (i) material  adverse change in the financial  condition,
business,  or assets of the Parent and/or the Borrower  and/or Holding Trust, or
(ii) Parent  Change in Control  since the date of its last  financial  statement
most recently delivered to the Agent.

SECTION 6.20.  NO BROKER OR FINDER.

     None of the Parent,  the  Borrower,  or anyone on behalf  thereof has dealt
with any broker,  finder or other  person or entity who or which may be entitled
to a broker's or finder's  fee, or other  compensation,  payable by the Agent or
any of the Lenders in connection with the Loan.

SECTION 6.21.  BACKGROUND INFORMATION AND CERTIFICATES.

     All of the factual information provided by the Parent, the Borrower that is
contained  or  referred  to in  this  Article  VI and in the  SCHEDULES  to this
Agreement, and in the certificates and opinions furnished to the Agent or any of
the  Lenders by or on behalf of the Parent or the  Borrower in  connection  with
this Agreement or any other Loan Document, is true, accurate and complete in all
material  respects,  and omits no material  fact  necessary to make the same not
misleading.

                       ARTICLE VII. AFFIRMATIVE COVENANTS

     For so long as this  Agreement is in effect,  unless the Requisite  Lenders
(or, if required  pursuant to Section 11.6., all of the Lenders) shall otherwise
consent in the manner provided for in Section 11.6., the Parent and the Borrower
shall comply with the following covenants:

SECTION 7.1.  PUNCTUAL PAYMENT.

     The Borrower will duly and punctually pay or cause to be paid the principal
and interest on the Loan and all interest,  fees and other Obligations  provided
for in this  Agreement,  all in accordance  with the terms of this Agreement and
the Notes, as well as all other sums owing pursuant to the Loan Documents.


                                       28
<PAGE>



SECTION 7.2.  MAINTENANCE OF OFFICE.

     The Parent,  the  Borrower  and CM Investor  each will  maintain  its chief
executive  office in New York,  New York,  or at such other  place in the United
States of America as the Parent or the Borrower  shall  designate  upon not less
than forty-five (45) days prior written notice to the Agent.

SECTION 7.3.  ORGANIZATIONAL NUMBER.

     Neither the Parent nor the Borrower will change its  organizational  number
or  taxpayer  identification  number,  except  upon  forty-five  (45) days prior
written notice to the Agent.

SECTION 7.4.  RECORDS AND ACCOUNTS.

     The Parent and the Borrower will keep,  and cause each of its  Subsidiaries
to keep, true and accurate  records and books of account in which full, true and
correct entries will be made in accordance with GAAP.

SECTION 7.5.  NOTICES.

     (a) The Parent and the Borrower will,  with reasonable  promptness,  but in
all events within five (5) Business Days after it has actual knowledge  thereof,
notify Agent in writing of the occurrence of any act,  event or condition  which
constitutes a Default or an Event of Default under any of the Loan Documents, to
include a written  statement of any remedial or curative  actions which Borrower
proposes to undertake  to cure or remedy any such  Default  before it becomes an
Event of Default.

     (b) The Parent and the Borrower will, and will cause Holding Trust to, give
notice to the Agent in writing of any events  relating  to the  Collateral  that
materially  adversely affect the rights of the Agent or the Lenders with respect
thereto.

     (c)  The  Parent  and  the  Borrower  will,  and  will  cause  each  of its
Subsidiaries to, give notice to the Agent and the Lenders in writing (within ten
(10) days of the date on which any such Person shall  become  aware  thereof) of
any  litigation  or  proceedings   threatened  or  any  pending  litigation  and
proceedings affecting the Parent, the Borrower or any Subsidiaries of the Parent
or the Borrower or to which such Person is or is to become a party  involving an
amount in  controversy  exceeding  $500,000.00,  or with  respect  to any of the
foregoing  Persons,  that could  reasonably  be  expected  to have a  materially
adverse  effect  on such  Person  and  stating  the  nature  and  status of such
litigation or proceedings. The Parent and the Borrower will, and will cause each
of its  Subsidiaries  to, give notice to the Agent and the Lenders in writing in
form and detail reasonably satisfactory to the Agent and the Lenders (within ten
(10) days of the date on which any such Person shall  become  aware  thereof) of
any  judgment  in excess of  $500,000.00  not  covered  by  insurance,  final or
otherwise,  against such Persons.  Notwithstanding  the  foregoing,  the parties
hereto agree that the litigation listed on Schedule 6.3 hereto shall be excluded
from the notice provisions of this Section 7.5(c).

     (d) The Borrower  will give the Agent prompt notice of any default or event
of default  under any  Transaction  Document or CCLP  Second  Step  Transactions
Documents of which the Borrower becomes aware, or of the occurrence of any event
of which the Borrower becomes aware which could reasonably be expected to have a
materially adverse effect of CCLP or any of its Affiliates. The Borrower will be
deemed to be aware of any matter of which CM Investor is aware.

SECTION 7.6.  EXISTENCE; CONDUCT OF BUSINESS.

     (a) The  Parent  will (a) do or cause to be done all  things  necessary  to
preserve and keep in full force and effect its existence as a Delaware statutory
trust,  (b)  preserve  and keep in full force all of its rights and  franchises,
except  where  such  failure  would not have a  material  adverse  effect on the
business,  assets or  financial  condition  of the Parent and (c) only engage in
businesses now engaged in by it (or businesses  reasonably  related or ancillary
thereto) and contemplated by its Constituent Documents.


                                       29
<PAGE>



     (b) The  Borrower  will (a) do or cause to be done all things  necessary to
preserve  and  keep in  full  force  and  effect  its  existence  as a  Delaware
corporation and CM Investor's existence as a Delaware limited liability company,
(b)  preserve  and keep in full  force all of its and CM  Investor's  rights and
franchises,  except where such failure would not have a material  adverse effect
on the respective business, assets or financial condition of the Borrower and CM
Investor,  and (c) only engage in businesses now engaged in by it (or businesses
reasonably  related or ancillary  thereto) and  contemplated  by its Constituent
Documents and permit CM Investor to only engage in the  activities  contemplated
for it by the Transaction Documents.

     (c) The Parent will cause each of Holding  Trust and Issuer Trust to (a) do
or cause to be done all things  necessary to preserve and keep in full force and
effect such Person's  existence as a Delaware  statutory trust, (b) preserve and
keep in full force all of such Person's rights and franchises, except where such
failure  would not have a material  adverse  effect on the  business,  assets or
financial  condition  of such  Person,  and (c) only  engage in  businesses  now
engaged in by each such Person (or  businesses  reasonably  related or ancillary
thereto) and contemplated by such Person's Constituent Documents.

SECTION 7.7.  INSURANCE.

     SCHEDULE 7.7 sets forth all presently existing insurance  maintained by the
Parent and the Borrower.  The Parent and the Borrower  will  maintain  insurance
with respect to its business operations, and will cause each of its Subsidiaries
to maintain  with  financially  sound and  reputable  insurers,  insurance  with
respect  to such  properties  and  its  business  against  such  casualties  and
contingencies as shall be in accordance with the general practices of businesses
engaged  in  similar  activities  in similar  geographic  areas and in  amounts,
containing  such terms,  in such forms and for such periods as may be reasonable
and prudent.

SECTION 7.8.  TAXES AND TRADE DEBT.

     The Parent and the Borrower will,  and will cause each of its  Subsidiaries
to, duly pay and discharge, or cause to be paid and discharged,  before the same
shall become  overdue,  all taxes,  assessments and other  governmental  charges
imposed  upon it and its real  properties,  sales  and  activities,  or any part
thereof,  or upon the  income or  profits  therefrom,  except  for those  taxes,
assessments  or charges  which any such  Person is  contesting  in good faith by
appropriate proceedings and with respect to which appropriate reserves have been
established and are being maintained in accordance with GAAP.

SECTION 7.9.  COMPLIANCE WITH LAWS, CONTRACTS, LICENSES, AND PERMITS.

     The  Parent,  the  Borrower  and CM  Investor  will  comply  with  (x)  all
applicable  Legal  Requirements now or hereafter in effect wherever its business
is conducted,  (y) the provisions of its Constituent  Documents,  and (z) all of
its Contractual  Obligations  (except during any period where such compliance is
not permitted by the terms of this Agreement),  except to the extent the failure
to comply  with any of the  foregoing  would not be  reasonably  expected to (x)
materially  adversely  effect  the  ability  of  the  Borrower  to  perform  its
Obligations under any Loan Document, (y) materially adversely effect the ability
of the Parent to perform its  obligations  under any Loan Document or (z) have a
material adverse effect upon the operations,  business,  properties or financial
condition of the Parent or the Borrower.  If at any time while any Obligation is
outstanding,  any  Governmental  Authorization  or other third  party  consents,
approvals, or notifications shall become necessary or required in order that the
Parent or the Borrower may fulfill any of its obligations hereunder,  the Parent
and the Borrower will promptly  take or cause to be taken all  reasonable  steps
within the power of the  Parent and the  Borrower  to obtain  such  Governmental
Authorization  or other third party consents and to provide such  notifications,
and furnish the Agent with evidence thereof.

Section 7.10.  INDEMNIFICATION AGAINST PAYMENT OF BROKERS' FEES.

     The Parent and the Borrower  agree to defend,  indemnify  and hold harmless
the Agent and the Lenders  from and against  any and all  liabilities,  damages,
penalties,  costs,  and  expenses,  relating in any manner to any  brokerage  or


                                       30
<PAGE>



finder's fees in respect of the Loan (except as resulting from any  arrangements
or agreements made with any broker or finder by the Agent,  the Lenders,  or any
Participant).

SECTION 7.11.  FISCAL YEAR.

     The fiscal year of the Parent and the Borrower  presently  ends on December
31 of each year. If any of the Parent,  the Borrower or its  Subsidiaries  shall
change their fiscal year end, such Person shall promptly  furnish the Agent with
written notice thereof.

SECTION 7.12.  PLACE FOR RECORDS; INSPECTION.

     The Parent, the Borrower, Holding Trust, and CM Investor shall maintain all
of their  business  records at the  address  specified  in Section  11.1 of this
Agreement with respect to the Borrower. Upon reasonable notice and at reasonable
times during  normal  business  hours,  the Agent and each Lender shall have the
right  (through  such  agents  or  consultants  as the Agent or any  Lender  may
designate)  to examine the  Parent's,  the  Borrower's,  Holding  Trust's and CM
Investor's  property and make copies of and  abstracts  from the  Parent's,  the
Borrower's,  Holding Trust's and CM Investor's books of account,  correspondence
and other  records and to discuss their  respective  financial and other affairs
with any of their  respective  senior officers and any accountants  hired by the
Parent or the  Borrower,  it being  agreed that the Agent and each Lender  shall
hold such information in confidence in accordance with the provisions of Section
11.8  hereof.  Any  transferee  of any  portion  of the Loan or any  holder of a
participation  interest  in the  Loan  shall  be  entitled  to  deal  with  such
information in the same manner and in connection with any subsequent transfer of
its  interest  in  the  Loan  or of  further  participation  interests  therein;
PROVIDED,  HOWEVER, any such Lender, transferee,  holder or participant shall be
bound by the confidentiality provisions of Section 11.8.

SECTION 7.13.  COSTS AND EXPENSES.

     Whether or not the transactions  contemplated  hereby shall be consummated,
the Parent and the Borrower  agree to pay  promptly,  but no later than ten (10)
days of the  Agent's  demand:  (i) all the actual and  reasonable  out-of-pocket
costs and  expenses  of  preparation  of the Loan  Documents  and any  consents,
amendments,  waivers, or other modifications thereto incurred by the Agent; (ii)
the reasonable  fees,  expenses,  and  disbursements  of counsel to the Agent in
connection with the negotiation,  preparation,  execution, and administration of
the Loan Documents and any consents, amendments, waivers, or other modifications
thereto  and any other  documents  or  matters  requested  by the  Parent or the
Borrower; (iii) all other actual and reasonable out-of-pocket costs and expenses
incurred by the Agent in connection  with the making or  syndication of the Loan
and the  negotiation,  preparation,  and execution of the Loan Documents and any
consents,   amendments,   waivers,  or  other  modifications   thereto  and  the
transactions   contemplated  thereby;  and  (iv)  all  reasonable  out-of-pocket
expenses (including reasonable attorneys' fees and costs, which attorneys may be
employees  of the  Agent or any  Lender  and the fees and  costs of  appraisers,
brokers,  investment  bankers  or other  experts  retained  by the  Agent or any
Lender)  incurred  by the  Agent  or any  Lender  in  connection  with  (i)  the
enforcement of or preservation of rights under any of the Loan Documents against
the Parent,  the Borrower or any other Person,  or the  administration  thereof,
(ii) any refinancing or restructuring of the credit arrangements  provided under
this  Agreement in the nature of a "WORK-OUT"  or pursuant to any  insolvency or
bankruptcy proceedings, and (iii) any litigation,  proceeding or dispute whether
arising  hereunder  or  otherwise,  in any way  related  to the  Agent's  or any
Lender's  relationship  with the  Parent or the  Borrower,  except to the extent
arising out of the Agent's or any Lender's bad faith, gross negligence,  willful
misconduct or material  breach of this Agreement or any other Loan Document,  as
finally determined by a court of competent  jurisdiction.  The covenants of this
Section shall survive  payment or  satisfaction of payment of amounts owing with
respect to the Obligations.  The amount of all such expenses shall,  until paid,
bear  interest at the rate  applicable  to principal  hereunder  (including  the
Default Rate) and be an Obligation secured by any Collateral.

SECTION 7.14.  REPLACEMENT DOCUMENTATION.

     Upon  receipt of an affidavit of an officer of (x) a Lender as to the loss,
theft,  destruction  or mutilation of such Lender's Note, or (y) the Agent as to
any other Loan Document which is not of public  record,  and, in the case of any
such loss, theft, destruction or mutilation,  upon surrender and cancellation of
such Note or other Loan  Document,  the Parent and the  Borrower  will  promptly


                                       31
<PAGE>



issue,  in lieu thereof,  a replacement  Note or other Loan Document which shall
be, as applicable,  in the same  principal  amount thereof and otherwise of like
tenor.

SECTION 7.15.  FURTHER ASSURANCES.

     The Parent and the Borrower will cooperate with, and will cause each of its
Subsidiaries  to  cooperate  with,  the Agent and the Lenders  and execute  such
further  instruments and documents as the Lenders or the Agent shall  reasonably
request to carry out to their satisfaction the transactions contemplated by this
Agreement and the other Loan Documents.

SECTION 7.16.  PARENT GUARANTY.

     The Parent shall at all times comply with the terms and  conditions  of the
Parent Guaranty,  including,  without limitation,  the CharterMac  Covenants set
forth in the Parent Guaranty.

SECTION 7.17.  FINANCIAL INFORMATION.

     Without  derogating  the  Parent's   obligations  pursuant  to  the  Parent
Guaranty,  the Parent will promptly  supply and cause the Borrower to supply the
Agent and the Lenders with such  information  relating to the Loan Documents and
the  performance  of the  Obligations  contemplated  thereby as the Agent or any
Lender may hereafter reasonably request from time to time.

SECTION 7.18.  EXCHANGE LISTING.

     The Parent shall maintain at least one class of common shares of the Parent
having  trading  privileges on the New York Stock Exchange or the American Stock
Exchange or which is the  subject of price  quotations  in the  over-the-counter
market as reported by the National  Association of Securities  Dealers Automated
Quotation System.

                        ARTICLE VIII. NEGATIVE COVENANTS

     For so long as this  Agreement is in effect,  unless the Requisite  Lenders
(or, if required  pursuant to Section 11.6., all of the Lenders) shall otherwise
consent in the manner set forth in Section  11.6.,  the Parent and the  Borrower
shall comply with the following covenants:

SECTION 8.1.  LIENS.

     Neither the Parent nor the Borrower will permit the Parent or Holding Trust
to create,  incur or assume any Lien upon or with respect to any Collateral.  In
addition,  in no event will the Borrower  permit CM Investor to pledge,  grant a
security  interest in, or in any way restrict any of its interests in and to, or
rights or benefits under, the Transaction Documents,  the CCLP Second Step Loans
Documents  or other  CCLP  Second  Step  Transactions  Documents,  or any rights
thereunder,  in favor of any Person, or grant a negative pledge therein in favor
of any Person.

SECTION 8.2.  MERGER; OWNERSHIP INTERESTS; SALE OF ASSETS.

     (a)  PARENT

          (i) The Parent will not be a party to any transaction that constitutes
     a Parent Change in Control.

          (ii) The Parent  will at all times hold,  beneficially  and of record,
     one hundred  percent  (100%) of the equity  ownership and voting control of
     the Borrower and Holding  Trust,  on a fully  diluted  basis,  assuming the
     conversion of all  convertible  securities,  the granting of all authorized
     options  and  equity  awards and the  exercise  of all  options,  warrants,


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<PAGE>



     subscription rights, preemptive rights and other similar rights.

     (b)  BORROWER, HOLDING TRUST AND ISSUER TRUST

          (i) The Parent will not permit Holding Trust or Issuer Trust to become
     a  party  to  any  merger  or  consolidation   except  (A)  the  merger  or
     consolidation of one or more Subsidiaries of the Borrower, Holding Trust or
     Issuer Trust with and into the  Borrower,  Holding  Trust or Issuer  Trust,
     respectively,   or  (B)  the  merger  or   consolidation  of  two  or  more
     Subsidiaries  of any of the  Borrower,  Holding  Trust or Issuer Trust with
     each other.

          (ii)  Except  for  securitization  and  other  financing  transactions
     consummated in the ordinary course of business,  the Parent will not permit
     the  Borrower,  Holding  Trust  or  Issuer  Trust  to  effect  any  sale or
     disposition  of its tangible  assets if such sale or  disposition,  whether
     directly or indirectly  (whether pursuant to a single transaction or series
     of related transaction) represents more than 5% of the Borrower's,  Holding
     Trust's or Issuer Trust's Tangible  Assets,  as of the date of such sale or
     disposition;   PROVIDED,  HOWEVER,  such  sales  or  dispositions  will  be
     permitted to other Subsidiaries of the Parent, the Borrower,  Holding Trust
     or Issuer Trust so long as such subsidiary,  concurrently with such sale or
     disposition,  pledges  all  of  its  Equity  Interests  to  the  Lender  or
     guaranties  the  repayment  of the  Obligations,  in each case  pursuant to
     documentation  reasonably  satisfactory to the Agent.

          (iii) The Parent will require  that  Holding  Trust hold at all times,
     beneficially and of record,  one hundred percent (100%) of the Issuer Trust
     Common Shares and voting control of Issuer Trust, on a fully diluted basis,
     assuming the conversion of all convertible securities,  the granting of all
     authorized  options  and equity  awards and the  exercise  of all  options,
     warrants, subscription rights, preemptive rights and other similar rights.

          (iv) The Parent will not permit Holding Trust or Issuer Trust to issue
     any additional  ownership interests,  or rights or instruments  convertible
     into such  ownership  interests,  other  than  issuances  of  Issuer  Trust
     Preferred Shares.

SECTION 8.3.  LOANS AND ADVANCES.

     Other than (a) the loans to be made to CCLP and  certain of its  Affiliates
pursuant to the Transaction  Documents,  and (b) the CCLP Second Step Loans, the
Parent and the  Borrower  will not and will not  permit any of their  respective
Subsidiaries  to,  make any loans or  advances  to any Person  other than in the
ordinary  course of business and advances to the  Parent's,  the  Borrower's  or
their respective  Subsidiaries' employees in the ordinary course of business for
reasonable  expenses  to be incurred  by such  employees  for the benefit of the
Parent, the Borrower or such Subsidiaries.

SECTION 8.4.  DISTRIBUTIONS.

     So long as a Default or an Event of Default has occurred and is continuing,
the Parent  will not (a) make any  payments  or  distributions  to any Person on
account of the Parent's  Equity  Interests and (b) permit Charter Mac Capital to
make any Distributions on account of the Special Common Units.

SECTION 8.5.  AFFILIATE INDEBTEDNESS.

     So long as a Default or an Event of Default has occurred and is continuing,
the  Parent  will not make any  payments  to any  Affiliate  on  account  of any
Indebtedness owed by the Parent to any Affiliate.

SECTION 8.6  TRANSACTION DOCUMENTS

     The Borrower shall not amend,  modify,  waive any material  rights under or
terminate  any of the  Transaction  Documents  or CCLP Second  Step  Transaction
Documents without the prior written consent of the Agent.


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<PAGE>



                               ARTICLE IX. DEFAULT

SECTION 9.1.  EVENTS OF DEFAULT.

     Each of the  following  events,  unless cured within any  applicable  grace
period set forth or referred to below in this Section 9.1,  shall  constitute an
"Event of Default":

     (a)  FAILURE TO PAY.

          (i)  The  Borrower  shall  fail  to pay  any  principal  or any  other
     Obligation (except for interest as provided for below) as and when the same
     shall become due and payable; or

          (ii) The Borrower shall fail to pay any interest under the Loan within
     three (3) days of when the same is due and payable;

     (b) FAILURE TO  PERFORM.  The Parent or the  Borrower  shall fail to comply
with any of its other  agreements and covenants  contained  herein or any of the
agreements and covenants contained in any other Loan Documents and which are not
referenced herein;

     (c) BREACH OF REPRESENTATION OR WARRANTY. Any representation or warranty of
the Parent or the Borrower in this  Agreement or any of the other Loan Documents
shall have been false in any material  respect upon the date when made or deemed
to have been made or repeated;

     (d) FAILURE TO PAY OTHER  INDEBTEDNESS.  The Parent, the Borrower or any of
their  respective  Subsidiaries  shall  fail to pay at  maturity,  or within any
applicable  period of grace,  or otherwise  default  under,  any  obligation for
borrowed  money or credit  received in excess of  $5,000,000.00,  as a result of
which the holder of such  Indebtedness  could accelerate the time for payment of
such  Indebtedness,  notwithstanding  that such  acceleration  has not  occurred
(unless such Person is contesting the existence of any such alleged  default and
has fully reserved, in cash or Cash Equivalents,  the full amount of the subject
Indebtedness);

     (e)  INSOLVENCY.  The  Parent,  the  Borrower  or any of  their  respective
Subsidiaries shall make an assignment for the benefit of creditors,  or admit in
writing its  inability to pay or generally  fail to pay its debts as they mature
or become due, or shall  petition or apply for the  appointment  of a trustee or
other  custodian,  liquidator or receiver of the Parent,  the Borrower or any of
their  respective  Subsidiaries or of any substantial  part of the assets of the
Parent,  the Borrower or any of their respective  Subsidiaries or shall commence
any case or other  proceeding  relating  to the Parent,  the  Borrower or any of
their respective Subsidiaries under any bankruptcy, reorganization, arrangement,
insolvency,  readjustment of debt,  dissolution or liquidation or similar law of
any  jurisdiction,  now or  hereafter  in  effect,  or shall  take any action to
authorize or in furtherance of any of the foregoing,  or if any such petition or
application  shall  be  filed or any  such  case or  other  proceeding  shall be
commenced  against  the  Parent,   the  Borrower  or  any  of  their  respective
Subsidiaries   and  the  Parent,   the  Borrower  or  any  of  their  respective
Subsidiaries   shall  indicate  its  approval   thereof,   consent   thereto  or
acquiescence therein;

     (f)  INVOLUNTARY  PROCEEDINGS.  The filing of any case or other  proceeding
against the Parent,  the Borrower or any of their respective  Subsidiaries under
any bankruptcy,  reorganization,  arrangement, insolvency, readjustment of debt,
dissolution or liquidation or similar law of any jurisdiction,  now or hereafter
in effect and such case or proceeding is not  controverted  within ten (10) days
or dismissed  within sixty (60) days of its  commencement;  a decree or order is
entered  appointing  any such trustee,  custodian,  liquidator  or receiver,  or
adjudicating the Parent,  the Borrower or any of their  respective  Subsidiaries
bankrupt  or  insolvent,  or  approving  a  petition  in any such  case or other
proceeding; or a decree or order for relief is entered in respect of the Parent,
the Borrower or any of their  respective  Subsidiaries,  in an involuntary  case
under federal bankruptcy laws as now or hereafter constituted;


                                       34
<PAGE>



     (g) JUDGMENTS. There shall remain in force,  undischarged,  unsatisfied and
unstayed,  for more than forty-five (45) days,  whether or not consecutive,  any
uninsured  final  judgment  against  the  Parent,  the  Borrower or any of their
respective  Subsidiaries that, with other outstanding uninsured final judgments,
undischarged,  against  the  Parent,  the  Borrower  or any of their  respective
Subsidiaries exceeds in the aggregate $5,000,000;

     (h)  CANCELLATION OF LOAN DOCUMENTS.  If any of the Loan Documents shall be
canceled,  terminated,  revoked or  rescinded  or any action at law,  suit or in
equity or other legal  proceeding  to cancel,  revoke or rescind any of the Loan
Documents shall be commenced by or on behalf of the Parent,  the Borrower or any
of their  respective  Subsidiaries,  or any court or any other  governmental  or
regulatory   authority  or  agency  of  competent   jurisdiction  shall  make  a
determination  that, or issue a judgment,  order, decree or ruling to the effect
that, any one or more of the Loan Documents is illegal, invalid or unenforceable
in accordance with the terms thereof;

     (i) ERISA.  With respect to any ERISA Plan, an ERISA Reportable Event shall
have occurred and (i) a trustee  shall have been  appointed by the United States
District Court to administer  such Plan; or (ii) the PBGC shall have  instituted
proceedings to terminate such ERISA Plan (which  termination  proceedings  could
result in liability of the  Borrower or any of its  Subsidiaries  to the PBGC in
excess of $250,000);

     (j)  INDICTMENT.  The Parent,  the Borrower,  Holding Trust or any of their
respective  Subsidiaries shall be indicted for a federal crime, a punishment for
which could include the  forfeiture  of any assets of the Parent,  the Borrower,
Holding Trust or any of their respective Subsidiaries;

     (k) MATERIAL ADVERSE CHANGE.  There shall have occurred any change in or to
the assets, liabilities,  financial condition, business operations, or prospects
of the Parent and its Subsidiaries or the Borrower and its Subsidiaries, in each
case taken as a whole, which change materially adversely affects the Parent's or
the Borrower's  ability to perform its  obligations  under this Agreement or the
other Loan Documents;

     (l) REGARDING  HOLDING TRUST. The occurrence of any of the foregoing Events
of Default  described in  subsections  (c),  (d), (e), (f), (g), (i), (j) or (k)
above,  with respect to Holding  Trust,  as if Holding Trust was the  "Borrower"
described therein;

     (m) MORTGAGE  WAREHOUSING  FACILITY.  The occurrence of an event of default
(however defined or described) under the Mortgage Warehousing Facility;

     (n)  ACQUISITION  LINE  FACILITY.  The  occurrence  of an event of  default
(however defined or described) under the Acquisition Line Facility;

     (o) BOND  WAREHOUSING  FACILITY.  The  occurrence  of an  event of  default
(however defined or described) under the Bond Warehousing Facility;

     (p) REIMBURSEMENT AGREEMENT. The occurrence of an event of default (however
defined or described) under the Reimbursement Agreement;

     (q) RCC TAX CREDIT FACILITY. The occurrence of an event of default (however
defined or described) under the RCC Tax Credit Facility; or

     (r)  TRANSACTION  DOCUMENTS.  The  breach  by  the  Borrower  of any of its
obligations  under any Transaction  Document which would have a material adverse
effect on CM  Investor's  ability to exercise its rights and remedies  under the
Transaction  Documents in the event of a breach by the obligors  thereunder,  or
otherwise  to enjoy all of the  material  rights and  benefits  of and under the
Transaction Documents.

     (s) CCLP SECOND STEP TRANSACTION  DOCUMENTS.  The breach by the Borrower of
any of its obligations  under any CCLP Second Step  Transaction  Documents which
would have a material  adverse  effect on CM Investor's  ability to exercise its
rights and  remedies  under the CCLP Second Step  Transactions  Documents in the


                                       35
<PAGE>



event of a breach by the counterparties thereunder, or otherwise to enjoy all of
the material  rights and benefits of and under the CCLP Second Step  Transaction
Documents.

SECTION 9.2.  REMEDIES UPON EVENT OF DEFAULT.

     (a) ACCELERATE DEBT. The Agent may, and with the direction of the Requisite
Lenders shall,  declare the Obligations  evidenced by the Notes,  this Agreement
and the other Loan Documents  immediately due and payable  (provided that in the
case of the occurrence of an event set forth in Section 9.1(e) and 9.1(f),  such
acceleration shall be automatic); and

     (b) PURSUE REMEDIES. The Agent may pursue any and all remedies provided for
hereunder, or under any one or more of the other Loan Documents.

     (c) POWER OF ATTORNEY.  For the purpose of exercising the rights granted by
this Section 9.2, as well as any and all other rights and remedies of the Agent,
the Borrower hereby irrevocably constitutes and appoints the Agent (or any agent
designated by the Agent) its true and lawful  attorney-in-fact,  with full power
of  substitution,  exercisable  upon and during the  continuance of any Event of
Default,  to execute,  acknowledge and deliver an instruments and to and perform
any acts in the name and on behalf of the Borrower.

SECTION 9.3.  WRITTEN WAIVERS.

     If a Default or an Event of Default is waived by the Lenders, in accordance
with the  applicable  provisions of this  Agreement,  in their sole  discretion,
pursuant to a specific written  instrument  executed by an authorized officer of
the Agent,  the  Default  or Event of Default so waived  shall be deemed to have
never occurred.

SECTION 9.4.  ALLOCATION OF PROCEEDS.

     If an Event of Default shall have  occurred and be continuing  and maturity
of any of the Obligations  has been  accelerated,  all payments  received by the
Agent  under  any of the Loan  Documents,  in  respect  of any  principal  of or
interest  on the  Obligations  or any  other  amounts  payable  by the  Borrower
hereunder or thereunder, shall be applied in the following order and priority:

          (a)  amounts  due to the Agent and the  Lenders in respect of fees and
     expenses due under Section 11.2.;

          (b)  payments of  interest on the Loan,  to be applied for the ratable
     benefit of the Lenders;

          (c) payments of  principal of the Loan,  to be applied for the ratable
     benefit of the Lenders;

          (d) amounts due the Agent and the Lenders  pursuant to Sections  10.7.
     and 11.9.;

          (e) payments of all other amounts due and owing by the Borrower  under
     any of the Loan Documents, if any, to be applied for the ratable benefit of
     the Lenders; and

          (f) any amount remaining after application as provided above, shall be
     paid to the Borrower or whomever else may be legally entitled thereto.

SECTION 9.5.  PERFORMANCE BY AGENT.

     If the  Borrower  shall fail to perform  any  covenant,  duty or  agreement
contained  in any of the Loan  Documents,  the Agent may  perform  or attempt to
perform such  covenant,  duty or  agreement on behalf of the Borrower  after the
expiration  of any cure or grace periods set forth  herein.  In such event,  the
Borrower shall, at the request of the Agent,  promptly pay any amount reasonably
expended by the Agent in such performance or attempted performance to the Agent,
together with interest thereon at the applicable Post-Default Rate from the date


                                       36
<PAGE>



of such expenditure until paid. Notwithstanding the foregoing, neither the Agent
nor any Lender shall have any  liability or  responsibility  whatsoever  for the
performance  of any obligation of the Borrower under this Agreement or any other
Loan Document.

SECTION 9.6.  RIGHTS CUMULATIVE.

     The rights and remedies of the Agent and the Lenders  under this  Agreement
and each of the other Loan  Documents  shall be cumulative  and not exclusive of
any rights or remedies  which any of them may  otherwise  have under  Applicable
Law.  In  exercising  their  respective  rights and  remedies  the Agent and the
Lenders  may be  selective  and no  failure  or delay by the Agent or any of the
Lenders in  exercising  any right shall operate as a waiver of it, nor shall any
single or partial  exercise of any power or right  preclude its other or further
exercise or the exercise of any other power or right.

                              ARTICLE X. THE AGENT

SECTION 10.1.  AUTHORIZATION AND ACTION.

     Each Lender hereby appoints and authorizes the Agent to take such action as
contractual  representative  on such Lender's behalf and to exercise such powers
under this Agreement and the other Loan Documents as are specifically  delegated
to the Agent by the terms hereof and thereof,  together  with such powers as are
reasonably  incidental thereto. Not in limitation of the foregoing,  each Lender
authorizes  and  directs  the  Agent to enter  into the Loan  Documents  for the
benefit of the Lenders.  Each Lender hereby agrees that, except as otherwise set
forth herein,  any action taken by the Requisite  Lenders in accordance with the
provisions  of this  Agreement  or the Loan  Documents,  and the exercise by the
Requisite Lenders of the powers set forth herein or therein,  together with such
other powers as are  reasonably  incidental  thereto,  shall be  authorized  and
binding upon all of the Lenders.  Nothing  herein shall be construed to deem the
Agent a trustee or fiduciary for any Lender nor to impose on the Agent duties or
obligations other than those expressly  provided for herein. At the request of a
Lender,  the Agent will  forward to such Lender  copies or,  where  appropriate,
originals of the documents  delivered to the Agent pursuant to this Agreement or
the other Loan  Documents.  The Agent will also furnish to any Lender,  upon the
request of such Lender,  a copy of any  certificate  or notice  furnished to the
Agent by the Parent, the Borrower or Holding Trust or any other Affiliate of the
Parent, the Borrower,  pursuant to this Agreement or any other Loan Document not
already  delivered to such Lender pursuant to the terms of this Agreement or any
such other Loan  Document.  As to any matters not expressly  provided for by the
Loan Documents (including, without limitation,  enforcement or collection of any
of the Obligations),  the 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  Requisite  Lenders  (or all of the  Lenders if  explicitly
required under any other  provision of this  Agreement),  and such  instructions
shall be binding  upon all Lenders  and all  holders of any of the  Obligations;
provided,  however,  that,  notwithstanding  anything in this  Agreement  to the
contrary,  the Agent shall not be required to take any action which  exposes the
Agent to personal  liability or which is contrary to this Agreement or any other
Loan Document or Applicable  Law. Not in limitation of the foregoing,  the Agent
shall not exercise any right or remedy it or the Lenders may have under any Loan
Document  upon the  occurrence  of a Default or an Event of  Default  unless the
Requisite Lenders have so directed the Agent to exercise such right or remedy.

SECTION 10.2.  AGENT'S RELIANCE, ETC.

     Notwithstanding  any other  provisions of this  Agreement or any other Loan
Documents,  neither  the  Agent  nor  any of its  directors,  officers,  agents,
employees or counsel shall be liable for any action taken or omitted to be taken
by it or them  under or in  connection  with this  Agreement  or any other  Loan
Document,  except for its or their own gross  negligence or willful  misconduct.
Without  limiting the generality of the foregoing,  the Agent: (a) may treat the
payee of any Note as the holder thereof until the Agent receives  written notice
of the  assignment  or  transfer  thereof  signed  by  such  payee  and in  form
satisfactory to the Agent; (b) may consult with legal counsel (including its own
counsel or counsel for the Parent,  the Borrower or Holding Trust),  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


                                       37
<PAGE>



representation to any Lender or any other Person and shall not be responsible to
any Lender or any other Person for any statements, warranties or representations
made by any Person in or in  connection  with this  Agreement  or any other Loan
Document;  (d)  shall not have any duty to  ascertain  or to  inquire  as to the
performance or observance of any of the terms, covenants or conditions of any of
this Agreement or any other Loan Document or the  satisfaction of any conditions
precedent  under this  Agreement or any Loan Document on the part of the Parent,
the Borrower or other Persons or inspect the  property,  books or records of the
Parent,  the Borrower or any other Person;  (e) shall not be  responsible to any
Lender for the due execution, legality, validity,  enforceability,  genuineness,
sufficiency  or value of this  Agreement or any other Loan  Document,  any other
instrument or document  furnished  pursuant  thereto or any  collateral  covered
thereby  or the  perfection  or  priority  of any Lien in favor of the  Agent on
behalf of the Lenders in any such  collateral;  and (f) shall incur no liability
under or in respect of this  Agreement or any other Loan Document by acting upon
any notice, consent, certificate or other instrument or writing (which may be by
telephone or telecopy) believed by it to be genuine and signed, sent or given by
the proper party or parties.

SECTION 10.3.  NOTICE OF DEFAULTS.

     The Agent shall not be deemed to have knowledge or notice of the occurrence
of a Default or Event of Default  unless the Agent has  received  notice  from a
Lender, the Parent or the Borrower referring to this Agreement,  describing with
reasonable  specificity  such  Default or Event of Default and stating that such
notice is a "notice of  default." If any Lender  (excluding  the Lender which is
also serving as the Agent) becomes aware of any Default or Event of Default,  it
shall  promptly  send to the Agent such a "notice of default."  Further,  if the
Agent  receives  such a "notice of default",  the Agent shall give prompt notice
thereof to the Lenders.

SECTION 10.4.  FLEET AS LENDER.

     Fleet,  as a Lender,  shall  have the same  rights  and  powers  under this
Agreement  and any other Loan  Document as any other Lender and may exercise the
same as though it were not the Agent;  and the term "Lender" or "Lenders" shall,
unless  otherwise  expressly  indicated,  include  Fleet  in  each  case  in its
individual  capacity.  Fleet and its affiliates  may each accept  deposits from,
maintain  deposits  or credit  balances  for,  invest in,  lend money to, act as
trustee under indentures of, serve as financial advisor to, and generally engage
in any kind of business with,  the Parent,  the Borrower or Holding Trust or any
other  affiliate  thereof as if it were any other bank and  without  any duty to
account therefor to the other Lenders.  Further, the Agent and any affiliate may
accept fees and other consideration from the Parent or the Borrower for services
in connection  with this  Agreement and otherwise  without having to account for
the same to the other Lenders.  The Lenders  acknowledge that,  pursuant to such
activities,  Fleet or its  affiliates  may  receive  information  regarding  the
Parent,  the  Borrower,  Holding  Trust and their  respective  Subsidiaries  and
Affiliates  (including  information  that  may  be  subject  to  confidentiality
obligations  in favor of such  Person) and  acknowledge  that the Agent shall be
under no obligation to provide such information to them.

SECTION 10.5.  APPROVALS OF LENDERS.

     All  communications  from the Agent to any Lender  requesting such Lender's
determination,  consent,  approval or disapproval (a) shall be given in the form
of a written notice to such Lender, (b) shall be accompanied by a description of
the  matter  or issue as to  which  such  determination,  approval,  consent  or
disapproval is requested, or shall advise such Lender where information, if any,
regarding such matter or issue may be inspected, or shall otherwise describe the
matter or issue to be resolved,  (c) shall include,  if reasonably  requested by
such Lender and to the extent not  previously  provided to such Lender,  written
materials  and a summary of all oral  information  provided  to the Agent by the
Parent or the Borrower in respect of the matter or issue to be resolved, and (d)
shall  include  the Agent's  recommended  course of action or  determination  in
respect  thereof.  Each Lender shall reply promptly,  but in any event within 10
Business Days (or such lesser or greater period as may be specifically  required
under the Loan Documents) of receipt of such communication.  Except as otherwise
provided  in this  Agreement  and except  with  respect to items  requiring  the
unanimous  consent or approval  of the Lenders  under  Section  11.6.,  unless a
Lender shall give written  notice to the Agent that it  specifically  objects to
the  recommendation  or  determination  of the  Agent  (together  with a written
explanation of the reasons  behind such  objection)  within the applicable  time
period for reply, such Lender shall be deemed to have  conclusively  approved of
or consented to such recommendation or determination.


                                       38
<PAGE>



SECTION 10.6.  LENDER CREDIT DECISION, ETC.

     Each Lender  expressly  acknowledges  and agrees that neither the Agent nor
any of its officers, directors, employees, agents, counsel, attorneys-in-fact or
other affiliates has made any  representations or warranties as to the financial
condition,   operations,   creditworthiness,   solvency  or  other   information
concerning the business or affairs of the Parent,  the Borrower,  Holding Trust,
any of their respective Subsidiaries or any other Person to such Lender and that
no act by the Agent hereafter taken,  including any review of the affairs of the
Borrower,  Holding Trust or any Subsidiaries,  shall be deemed to constitute any
such  representation  or  warranty  by the  Agent  to any  Lender.  Each  Lender
acknowledges that it has, independently and without reliance upon the Agent, any
other  Lender or  counsel  to the Agent,  or any of their  respective  officers,
directors,  employees and agents,  and based on the financial  statements of the
Parent,  the  Borrower,  their  respective  Subsidiaries  and  Affiliates,   and
inquiries of such  Persons,  its  independent  due diligence of the business and
affairs of the Parent, the Borrower and their respective  Subsidiaries and other
Persons,  its review of the Loan  Documents,  the legal opinions  required to be
delivered  to it  hereunder,  the  advice  of its own  counsel  and  such  other
documents and information as it has deemed appropriate,  made its own credit and
legal  analysis and decision to enter into this  Agreement and the  transactions
contemplated  hereby. Each Lender also acknowledges that it will,  independently
and without reliance upon the Agent, any other Lender or counsel to the Agent or
any of their respective officers, directors,  employees and agents, and based on
such review,  advice,  documents and information as it shall deem appropriate at
the time,  continue  to make its own  decisions  in taking or not taking  action
under the Loan  Documents.  Except for notices,  reports and other documents and
information expressly required to be furnished to the Lenders by the Agent under
this Agreement or any of the other Loan Documents,  the Agent shall have no duty
or  responsibility  to provide any Lender  with any credit or other  information
concerning the business, operations,  property, financial and other condition or
creditworthiness  of the Borrower,  Holding Trust or any other Affiliate thereof
which may come into  possession of the Agent or any of its officers,  directors,
employees,   agents,   attorneys-in-fact   or  other  Affiliates.   Each  Lender
acknowledges  that the Agent's legal counsel in connection with the transactions
contemplated by this Agreement is only acting as counsel to the Agent and is not
acting as counsel to such Lender.

SECTION 10.7.  INDEMNIFICATION OF AGENT.

     Each Lender agrees to indemnify the Agent (to the extent not  reimbursed by
the Parent and the Borrower and without limiting the obligation of the Parent or
the  Borrower to do so) pro rata in  accordance  with such  Lender's  respective
Ratable Share,  from and against any and all liabilities,  obligations,  losses,
damages, penalties,  actions, judgments, suits, costs, expenses or disbursements
of any kind or nature  whatsoever  which may at any time be imposed on, incurred
by, or asserted against the Agent (in its capacity as Agent but not as a Lender)
in any way  relating to or arising out of the Loan  Documents,  any  transaction
contemplated hereby or thereby or any action taken or omitted by the Agent under
the Loan Documents (collectively,  "Indemnifiable Amounts");  provided, however,
that no Lender shall be liable for any portion of such Indemnifiable  Amounts to
the extent resulting from the Agent's gross negligence or willful  misconduct as
determined  by a court of  competent  jurisdiction  in a  final,  non-appealable
judgment or if the Agent fails to follow the written  direction of the Requisite
Lenders unless such failure is pursuant to the  reasonable  advice of counsel of
which the Lenders have received  notice.  Without limiting the generality of the
foregoing but subject to the preceding proviso,  each Lender agrees to reimburse
the Agent (to the extent not  reimbursed  by the  Parent  and the  Borrower  and
without limiting the obligation of the Parent or the Borrower to do so) promptly
upon  demand for its  ratable  share of any  out-of-pocket  expenses  (including
counsel  fees of the  counsel(s)  of the Agent's own  choosing)  incurred by the
Agent in connection with the preparation, negotiation, execution, or enforcement
of, or legal  advice  with  respect  to the  rights or  responsibilities  of the
parties under,  the Loan  Documents,  any suit or action brought by the Agent to
enforce the terms of the Loan  Documents  and/or  collect any  Obligations,  any
"lender  liability"  suit or claim brought against the Agent and/or the Lenders,
and any claim or suit brought against the Agent and/or the Lenders arising under
any Environmental  Laws. Such  out-of-pocket  expenses  (including counsel fees)
shall be advanced by the Lenders on the request of the Agent notwithstanding any
claim or assertion that the Agent is not entitled to  indemnification  hereunder
upon receipt of an  undertaking  by the Agent that the Agent will  reimburse the
Lenders  if it is  actually  and  finally  determined  by a court  of  competent
jurisdiction  that  the  Agent  is  not  so  entitled  to  indemnification.  The
agreements  in this Section  shall survive the payment of the Loan and all other
amounts payable  hereunder or under the other Loan Documents and the termination


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of this  Agreement.  If the Parent or the Borrower shall reimburse the Agent for
any Indemnifiable Amount following payment by any Lender to the Agent in respect
of such  Indemnifiable  Amount  pursuant to this Section,  the Agent shall share
such reimbursement on a ratable basis with each Lender making any such payment.

SECTION 10.8.  SUCCESSOR AGENT.

     The Agent  may  resign at any time as Agent  under  the Loan  Documents  by
giving written notice thereof to the Lenders,  the Parent and the Borrower.  The
Agent may be removed as Agent under the Loan  Documents for good cause by all of
the Lenders (other than the Lender then acting as the Agent) upon 30 days' prior
notice. Upon any such resignation or removal,  the Requisite Lenders (other than
the Lender then  acting as Agent,  in the case of the removal of the Agent under
the immediately  preceding sentence) shall have the right to appoint a successor
Agent which  appointment  shall,  provided no Default or Event of Default  shall
have occurred and be  continuing,  be subject to the Parent's and the Borrower's
approval,  which approval shall not be unreasonably  withheld or delayed (except
that the  Parent  and the  Borrower  shall,  in all  events,  be  deemed to have
approved each Lender and its affiliates as a successor  Agent).  If no successor
Agent shall have been so appointed in accordance with the immediately  preceding
sentence,  and shall have  accepted such  appointment,  within 30 days after the
resigning Agent's giving of notice of resignation or the Lenders' removal of the
resigning  Agent,  then the  resigning  or removed  Agent may,  on behalf of the
Lenders, appoint a successor Agent, which shall be a Lender, if any Lender shall
be willing to serve,  and  otherwise  shall be a  commercial  bank having  total
combined  assets  of at  least  $50,000,000,000.  Upon  the  acceptance  of  any
appointment as Agent hereunder by a successor Agent,  such successor Agent shall
thereupon succeed to and become vested with all the rights,  powers,  privileges
and duties of the retiring  Agent,  and the retiring  Agent shall be  discharged
from its duties and  obligations  under the Loan  Documents.  After any  Agent's
resignation  or removal  hereunder as Agent,  the  provisions of this Article X.
shall  continue to inure to its benefit as to any actions taken or omitted to be
taken by it while it was Agent under the Loan Documents.

                            ARTICLE XI. MISCELLANEOUS
SECTION 11.1.  NOTICES.

     (a) GENERAL. Unless otherwise provided herein,  communications provided for
hereunder  shall be in writing and shall be mailed,  telecopied  or delivered as
follows:

         If to the Parent or the Borrower:

                  CharterMac
                  c/o Charter Mac Corporation
                  625 Madison Avenue
                  New York, New York 10022
                  Attn:  Chief Financial Officer and
                            Vice President - Capital Markets
                  Telecopy Number:  (212) 751-3350

         with a copy to (which shall not constitute notice)

                  Proskauer Rose LLP
                  1585 Broadway
                  New York, NY 10036
                  Telecopy Number:  (212) 969-3025
                  Attn:    Steven A. Fishman


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<PAGE>



         If to the Agent:

                           Fleet National Bank
                           One Federal Street
                           Boston, Massachusetts 02110
                           Fax No.: (617) 346-4670
                           Attention: Mr. John F. Simon
                                         Mail Stop: MA5-503-04-16

         with a copy to (which shall not constitute notice):

                           Riemer & Braunstein LLP
                           Three Center Plaza
                           Boston, Massachusetts 02108
                           Fax No.: (617) 880-3456
                           Attention: Ronald N. Braunstein, Esquire

         If to a Lender:

               To such Lender's address or telecopy number,  as applicable,  set
               forth  on  its  signature   page  hereto  or  in  the  applicable
               Assignment and Acceptance Agreement,

or, as to each party at such other  address as shall be designated by such party
in a written  notice to the other  parties  delivered  in  compliance  with this
Section.  All such notices and other  communications  shall be effective  (i) if
mailed, when received;  (ii) if telecopied,  when transmitted;  or (iii) if hand
delivered,  when delivered.  Notwithstanding the immediately preceding sentence,
all notices or communications to the Agent or any Lender under Article II. shall
be effective only when actually received. Neither the Agent nor any Lender shall
incur any  liability to the Borrower (nor shall the Agent incur any liability to
the Lenders) for acting upon any telephonic notice referred to in this Agreement
which the Agent or such  Lender,  as the case may be,  believes in good faith to
have been given by a Person  authorized  to deliver such notice or for otherwise
acting in good faith hereunder.

     (b) FANNIE MAE. Without accepting or incurring any liability whatsoever for
its failure to do so, the Agent will endeavor to give contemporaneous notice (in
the manner set forth the above) to Fannie Mae of any written  notice of an Event
of Default given by the Agent to the Borrower,  addressed as follows (or at such
other address as shall be  designated  by Fannie Mae in a written  notice to the
Agent delivered in compliance with this Section and which specifically refers to
this provision of this Agreement):

                  Fannie Mae

                  __________________________________

                  __________________________________

                  Fax No. __________________________

                  Attention:________________________

SECTION 11.2.  EXPENSES.

     The Parent and the Borrower agree (a) to pay or reimburse the Agent for all
of its reasonable  out-of-pocket  costs and expenses incurred in connection with
the preparation,  negotiation and execution of, and any amendment, supplement or
modification to, any of the Loan Documents (including due diligence expenses and
travel expenses  relating to closing),  and the consummation of the transactions
contemplated thereby, including the reasonable fees and disbursements of counsel
to the Agent,  (b) to pay or  reimburse  the Agent and the Lenders for all their
costs and expenses  incurred in connection  with the enforcement or preservation
of any  rights  under the Loan  Documents,  including  the  reasonable  fees and
disbursements  of their  respective  counsel  (including  the allocated fees and
expenses of in-house counsel) and any payments in  indemnification  or otherwise
payable by the Borrower to the Agent pursuant to the Loan Documents, (c) to pay,
and  indemnify  and hold  harmless the Agent and the Lenders  from,  any and all


                                       41
<PAGE>



recording  and  filing  fees and any and all  liabilities  with  respect  to, or
resulting from any failure to pay or delay in paying, documentary, stamp, excise
and other  similar  taxes,  if any,  which may be  payable or  determined  to be
payable  in  connection  with  the  execution  and  delivery  of any of the Loan
Documents,  or consummation of any amendment,  supplement or modification of, or
any waiver or consent  under or in respect of, any Loan  Document and (d) to the
extent  not  already  covered  by any of the  preceding  subsections,  to pay or
reimburse the Agent and the Lenders for all their costs and expenses incurred in
connection  with any  bankruptcy or other  proceeding  of the type  described in
Sections 9.1.(e) or 9.1.(f),  including the reasonable fees and disbursements of
counsel to the Agent and any Lender, whether such fees and expenses are incurred
prior  to,  during  or  after  the   commencement  of  such  proceeding  or  the
confirmation or conclusion of any such proceeding. If the Parent or the Borrower
shall  fail to pay any  amounts  required  to be  paid  by it  pursuant  to this
Section,  the Agent  and/or the  Lenders  may pay such  amounts on behalf of the
Parent or the Borrower and deem the same to be Obligations owing hereunder.

SECTION 11.3.  SETOFF.

     Subject to Section  3.3.  and in  addition  to any rights now or  hereafter
granted  under  Applicable  Law and not by way of limitation of any such rights,
the Agent,  each Lender and each Participant are hereby authorized by the Parent
and the Borrower,  at any time or from time to time during the continuance of an
Event of Default,  without  prior notice to the Parent or the Borrower or to any
other Person,  any such notice being hereby expressly waived, but in the case of
a Lender or Participant  subject to receipt of the prior written  consent of the
Agent  exercised in its sole  discretion,  to set off and to appropriate  and to
apply any and all deposits (general or special,  including,  but not limited to,
indebtedness evidenced by certificates of deposit, whether matured or unmatured)
and any other  indebtedness at any time held or owing by the Agent,  such Lender
or any  affiliate  of the  Agent or such  Lender,  to or for the  credit  or the
account  of the  Parent or the  Borrower  against  and on  account of any of the
Obligations,  irrespective of whether or not the Loan and all other  Obligations
have been declared to be, or have otherwise become, due and payable as permitted
by Section 9.2., and although such obligations shall be contingent or unmatured.

SECTION 11.4.  LITIGATION; JURISDICTION; OTHER MATTERS; WAIVERS.

     (a) EACH PARTY HERETO  ACKNOWLEDGES THAT ANY DISPUTE OR CONTROVERSY BETWEEN
OR AMONG THE PARENT,  THE  BORROWER,  THE AGENT OR ANY OF THE  LENDERS  WOULD BE
BASED ON DIFFICULT AND COMPLEX  ISSUES OF LAW AND FACT AND WOULD RESULT IN DELAY
AND EXPENSE TO THE PARTIES.  ACCORDINGLY,  TO THE EXTENT PERMITTED BY APPLICABLE
LAW, EACH OF THE LENDERS,  THE AGENT,  THE PARENT AND THE BORROWER HEREBY WAIVES
ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR  PROCEEDING  OF ANY KIND OR NATURE
IN ANY COURT OR TRIBUNAL IN WHICH AN ACTION MAY BE  COMMENCED  BY OR AGAINST ANY
PARTY  HERETO  ARISING  OUT OF THIS  AGREEMENT,  THE  NOTES,  OR ANY OTHER  LOAN
DOCUMENT OR BY REASON OF ANY OTHER SUIT,  CAUSE OF ACTION OR DISPUTE  WHATSOEVER
BETWEEN OR AMONG THE PARENT,  THE  BORROWER,  THE AGENT OR ANY OF THE LENDERS OF
ANY KIND OR NATURE.

     (b) EACH OF THE PARENT,  THE  BORROWER,  THE AGENT AND EACH  LENDER  HEREBY
AGREES THAT ANY FEDERAL COURT LOCATED IN THE COMMONWEALTH OF  MASSACHUSETTS  OR,
AT THE OPTION OF THE AGENT,  ANY STATE  COURT  LOCATED  IN THE  COMMONWEALTH  OF
MASSACHUSETTS,  SHALL  HAVE  JURISDICTION  TO HEAR AND  DETERMINE  ANY CLAIMS OR
DISPUTES  BETWEEN OR AMONG THE  PARENT,  THE  BORROWER,  THE AGENT OR ANY OF THE
LENDERS,  PERTAINING  DIRECTLY OR INDIRECTLY TO THIS  AGREEMENT,  THE LOAN,  THE
NOTES OR ANY OTHER LOAN DOCUMENT OR TO ANY MATTER ARISING HEREFROM OR THEREFROM.
THE PARENT, THE BORROWER AND EACH OF THE LENDERS EXPRESSLY SUBMIT AND CONSENT IN
ADVANCE TO SUCH  JURISDICTION  IN ANY  ACTION OR  PROCEEDING  COMMENCED  IN SUCH
COURTS.  EACH PARTY FURTHER  WAIVES ANY  OBJECTION  THAT IT MAY NOW OR HEREAFTER
HAVE TO THE VENUE OF ANY SUCH  ACTION OR  PROCEEDING  IN ANY SUCH  COURT OR THAT
SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN  INCONVENIENT  FORUM AND EACH AGREES


                                       42
<PAGE>



NOT TO PLEAD OR CLAIM THE SAME.  THE  CHOICE OF FORUM SET FORTH IN THIS  SECTION
SHALL NOT BE DEEMED TO PRECLUDE  THE  BRINGING OF ANY ACTION BY THE AGENT OR ANY
LENDER OR THE ENFORCEMENT BY THE AGENT OR ANY LENDER OF ANY JUDGMENT OBTAINED IN
SUCH FORUM IN ANY OTHER APPROPRIATE JURISDICTION.

     (c) THE PROVISIONS OF THIS SECTION HAVE BEEN  CONSIDERED BY EACH PARTY WITH
THE ADVICE OF COUNSEL AND WITH A FULL  UNDERSTANDING  OF THE LEGAL  CONSEQUENCES
THEREOF, AND SHALL SURVIVE THE PAYMENT OF THE LOAN AND ALL OTHER AMOUNTS PAYABLE
HEREUNDER  OR  UNDER  THE  OTHER  LOAN  DOCUMENTS  AND THE  TERMINATION  OF THIS
AGREEMENT.

SECTION 11.5.  SUCCESSORS AND ASSIGNS.

     (a) The provisions of this Agreement shall be binding upon and inure to the
benefit of the parties  hereto and their  respective  successors  and  permitted
assigns, except that neither the Parent nor the Borrower may assign or otherwise
transfer any of its rights or obligations under this Agreement without the prior
written  consent of all Lenders  and any such  assignment  or other  transfer to
which all of the Lenders have not so consented shall be null and void.

     (b) Any Lender may make,  carry or transfer  its Ratable  Share of the Loan
at, to or for the  account  of any of its  branch  offices  or the  office of an
affiliate  of such Lender  except to the extent such  transfer  would  result in
increased costs to the Borrower.

     (c) Any  Lender  may at any  time  grant  to one or  more  banks  or  other
financial  institutions  (each a "Participant")  participating  interests in the
Obligations owing to such Lender; provided,  however, (i) any such participating
interest must be for a constant and not a varying percentage  interest,  (ii) no
Lender may grant a participating interest in its Ratable Share of the Loan in an
amount  less  than  $5,000,000  and  (iii)  after  giving  effect  to  any  such
participation by a Lender,  the amount of its Ratable Share of the Loan in which
it has not granted any  participating  interests must be equal to $5,000,000 and
integral multiples of $1,000,000 in excess thereof. Except as otherwise provided
in Section 11.3.,  no  Participant  shall have any rights or benefits under this
Agreement or any other Loan Document. In the event of any such grant by a Lender
of  a  participating  interest  to  a  Participant,  such  Lender  shall  remain
responsible for the performance of its  obligations  hereunder,  and the Parent,
the Borrower and the Agent shall  continue to deal solely and directly with such
Lender in  connection  with such  Lender's  rights  and  obligations  under this
Agreement.  Any  agreement  pursuant  to  which  any  Lender  may  grant  such a
participating  interest  shall  provide  that such Lender  shall retain the sole
right and  responsibility  to enforce the obligations of the Borrower  hereunder
including, without limitation, the right to approve any amendment,  modification
or waiver of any provision of this Agreement; provided, however, such Lender may
agree  with  the  Participant  that it will  not,  without  the  consent  of the
Participant, agree to (i) increase, or extend the term or extend the time of the
Loan,  (ii) extend the date fixed for the payment of principal of or interest on
the Loan or portion thereof owing to such Lender, (iii) reduce the amount of any
such payment of  principal or (iv) reduce the rate at which  interest is payable
thereon.  An assignment or other  transfer  which is not permitted by subsection
(d) or (e) below shall be given  effect for purposes of this  Agreement  only to
the  extent  of  a  participating  interest  granted  in  accordance  with  this
subsection  (c). The selling  Lender shall notify the Agent,  the Parent and the
Borrower of the sale of any  participation  hereunder  and, if  requested by the
Agent, certify to the Agent that such participation is permitted hereunder.

     (d) Any Lender may with the prior written consent of the Agent and, so long
as no Default or Event of Default  shall have  occurred and be  continuing,  the
Borrower (which  consent,  in each case,  shall not be  unreasonably  withheld),
assign to one or more Eligible  Assignees  (each an "Assignee") all or a portion
of its Ratable Share of the Loan and its other rights and obligations under this
Agreement and the Notes; provided,  however, (i) no such consent by the Borrower
shall be  required  in the  case of any  assignment  to  another  Lender  or any
affiliate  of such  Lender or another  Lender  and no such  consent by the Agent
shall be required in the case of any  assignment by a Lender to any affiliate of
such Lender; (ii) any partial assignment shall be in an amount at least equal to
$5,000,000  and integral  multiples of  $1,000,000  in excess  thereof and after
giving effect to such assignment the assigning Lender retains a Ratable Share of
the  Loan  having  an  aggregate  outstanding  principal  balance,  of at  least


                                       43
<PAGE>


$5,000,000 and integral  multiples of $1,000,000 in excess  thereof;  (iii) each
such  assignment  shall be effected  by means of an  Assignment  and  Acceptance
Agreement;  and (iv) after giving  effect to any such  assignment  by the Lender
then  acting as Agent,  such  Lender  shall  retain a Ratable  Share of the Loan
greater  than or equal to the lesser of (x) the Ratable  Share of such Lender as
of the  Agreement  Date (or the date such  Lender  first  became a party to this
Agreement ) or (y) the Ratable  Share of any other Lender (other than any Lender
whose Ratable  Share has increased as a result of a merger or other  combination
with another Lender). Upon execution and delivery of such instrument and payment
by such  Assignee to such  transferor  Lender of an amount equal to the purchase
price agreed between such  transferor  Lender and such  Assignee,  such Assignee
shall be deemed to be a Lender party to this  Agreement as of the effective date
of the  Assignment  and  Acceptance  Agreement and shall have all the rights and
obligations  of a Lender  with a Ratable  Share of the Loan as set forth in such
Assignment and Acceptance Agreement, and the transferor Lender shall be released
from its obligations hereunder to a corresponding extent, and no further consent
or  action  by any  party  shall  be  required.  Upon  the  consummation  of any
assignment pursuant to this subsection (d), the transferor Lender, the Agent and
the Borrower shall make appropriate arrangements so that new Notes are issued to
the Assignee and such transferor Lender, as appropriate.  In connection with any
such assignment,  the transferor Lender shall pay to the Agent an administrative
fee for processing such assignment in the amount of $5,000.

     (e)  The  Agent  shall  maintain  at the  Principal  Office  a copy of each
Assignment  and  Acceptance  Agreement  delivered  to and  accepted  by it and a
register for the  recordation  of the names and addresses of the Lenders and the
Ratable Share of the Loan of each Lender from time to time (the "Register"). The
Agent  shall  give  each  Lender,  the  Parent  and the  Borrower  notice of the
assignment  by any Lender of its rights as  contemplated  by this  Section.  The
Parent, the Borrower, the Agent and the Lenders may treat each Person whose name
is  recorded  in the  Register as a Lender  hereunder  for all  purposes of this
Agreement.  The Register and copies of each Assignment and Acceptance  Agreement
shall be available for  inspection by the Parent,  the Borrower or any Lender at
any reasonable  time and from time to time upon  reasonable  prior notice to the
Agent. Upon its receipt of an Assignment and Acceptance Agreement executed by an
assigning Lender, together with each Note subject to such assignment,  the Agent
shall, if such Assignment and Acceptance Agreement has been completed and if the
Agent  receives the  processing  and recording  fee described in subsection  (d)
above,  (i) accept such  Assignment  and Acceptance  Agreement,  (ii) record the
information  contained  therein in the  Register  and (iii) give  prompt  notice
thereof to the Parent and the Borrower.

     (f) In addition to the assignments and  participations  permitted under the
foregoing  provisions of this  Section,  any Lender may assign and pledge all or
any portion of its Ratable Share of the Loan and its Note to any Federal Reserve
Bank as collateral  security pursuant to Regulation A and any Operating Circular
issued by such Federal Reserve Bank, and such Ratable Share of the Loan and Note
shall be fully  transferable  as  provided  therein.  No such  assignment  shall
release the assigning Lender from its obligations hereunder.

     (g) A Lender  may  furnish  any  information  concerning  the  Parent,  the
Borrower,  Holding  Trust  or  any  of  their  respective  Subsidiaries  in  the
possession  of such  Lender  from  time to time to  Assignees  and  Participants
(including  prospective  Assignees and Participants)  subject to compliance with
Section 11.8.

     (h) Anything in this Section to the contrary notwithstanding, no Lender may
assign or  participate  any  interest  in any Loan held by it  hereunder  to the
Parent,  the Borrower,  Holding Trust or any of their  respective  Affiliates or
Subsidiaries.

     (i) Each  Lender  agrees  that,  without the prior  written  consent of the
Parent and the Borrower and the Agent, it will not make any assignment hereunder
in any manner or under any  circumstances  that would  require  registration  or
qualification  of, or  filings  in  respect  of,  the Loan or any Note under the
Securities Act or any other  securities  laws of the United States of America or
of any other jurisdiction.

SECTION 11.6.  AMENDMENTS.

     Except as otherwise  expressly  provided in this Agreement,  any consent or
approval  required or permitted by this  Agreement or any other Loan Document to


                                       44
<PAGE>



be given by the Lenders may be given,  and any term of this  Agreement or of any
other Loan  Document may be amended,  and the  performance  or observance by the
Parent, the Borrower or Holding Trust or any of their respective Subsidiaries of
any terms of this  Agreement or such other Loan Document or the  continuance  of
any  Default  or  Event of  Default  may be  waived  (either  generally  or in a
particular  instance and either  retroactively or prospectively)  with, but only
with,  the written  consent of the  Requisite  Lenders  (and,  in the case of an
amendment  to  any  Loan  Document,   the  written  consent  of  the  Borrower).
Notwithstanding the foregoing, no amendment,  waiver or consent shall, unless in
writing, and signed by all of the Lenders (or the Agent at the written direction
of the  Lenders),  do any of the  following:  (i)  reduce the  principal  of, or
interest  rates that have  accrued  or that will be  charged on the  outstanding
principal  amount of, the Loan, the Fees or any other  Obligations;  (ii) reduce
the amount of any Fees payable hereunder;  (iii) postpone any date fixed for any
payment of any principal of, or interest on, the Loan or any other  Obligations;
(iv) amend or otherwise  modify the  provisions  of Section 3.2 or 8.1.;  or (v)
modify the  definition  of the term  "Requisite  Lenders" or modify in any other
manner  the  number  or  percentage   of  the  Lenders   required  to  make  any
determinations  or waive any rights hereunder or to modify any provision hereof,
including  without  limitation,   any  modification  of  this  Section  if  such
modification would have such effect.  Further,  no amendment,  waiver or consent
unless in writing and signed by the Agent,  in addition to the Lenders  required
hereinabove to take such action,  shall affect the rights or duties of the Agent
under this Agreement or any of the other Loan Documents.  No waiver shall extend
to or affect any obligation not expressly  waived or impair any right consequent
thereon and any  amendment,  waiver or consent  shall be  effective  only in the
specific  instance and for the specific purpose set forth therein.  No course of
dealing  or  delay  or  omission  on the  part of the  Agent  or any  Lender  in
exercising  any  right  shall  operate  as a  waiver  thereof  or  otherwise  be
prejudicial  thereto.  Except as otherwise  explicitly provided for herein or in
any other Loan Document,  no notice to or demand upon the Parent or the Borrower
shall  entitle  the Parent or the  Borrower  to any other or  further  notice or
demand in similar or other circumstances.

SECTION 11.7.  NONLIABILITY OF AGENT AND LENDERS.

     The  relationship  between the Borrower and the Lenders and the Agent shall
be solely that of borrower  and lender.  Neither the Agent nor any Lender  shall
have  any  fiduciary  responsibilities  to the  Parent  or the  Borrower  and no
provision in this Agreement or in any of the other Loan Documents, and no course
of dealing between or among any of the parties hereto, shall be deemed to create
any fiduciary  duty owing by the Agent or any Lender to any Lender,  the Parent,
the Borrower or Holding Trust or any of their respective  Subsidiaries.  Neither
the Agent nor any  Lender  undertakes  any  responsibility  to the Parent or the
Borrower  to review or  inform  the  Parent  or the  Borrower  of any  matter in
connection  with  any  phase  of the  Parent's  or the  Borrower's  business  or
operations.

SECTION 11.8.  CONFIDENTIALITY.

     Except as otherwise  provided by Applicable  Law, the Agent and each Lender
shall utilize all non-public  information  obtained pursuant to the requirements
of this Agreement  which has been  identified as  confidential or proprietary by
the Parent or the  Borrower  in  accordance  with its  customary  procedure  for
handling confidential information of this nature and in accordance with safe and
sound  banking  practices  but in any event may make  disclosure:  (a) to any of
their respective  affiliates (provided they shall agree to keep such information
confidential  in accordance  with the terms of this Section);  (b) as reasonably
requested  by any  bona  fide  Assignee,  Participant  or  other  transferee  in
connection  with  the  contemplated   transfer  of  any  part  of  the  Loan  or
participations therein as permitted hereunder (provided they shall agree to keep
such information confidential in accordance with the terms of this Section); (c)
as required or requested by any Governmental Authority or representative thereof
or pursuant to legal process or in connection with any legal proceedings; (d) to
the  Agent's  or such  Lender's  independent  auditors  and  other  professional
advisors  (provided  they shall be  notified of the  confidential  nature of the
information);  (e) after the happening and during the continuance of an Event of
Default,  to any other Person,  in connection  with the exercise by the Agent or
the Lenders of rights  hereunder or under any of the other Loan  Documents;  and
(f) to the extent such information (x) becomes publicly  available other than as
a result of a breach of this  Section or (y) becomes  available  to the Agent or
any Lender on a nonconfidential basis from a source other than the Parent or the
Borrower  or any  Affiliate.  Notwithstanding  anything  herein  or in any prior
agreement of the parties to the contrary,  any party to this  Agreement (and any
employee,  representative,  or other agent of any party to this  Agreement)  may
disclose  to any  and all  persons,  without  limitation  of any  kind,  the tax
treatment and tax structure of the  transactions  contemplated by this Agreement
and all materials of any kind  (including  opinions or other tax analyses)  that


                                       45
<PAGE>



are provided to it relating to such tax treatment and tax  structure;  provided,
that the foregoing  shall not permit  disclosure of  information in violation of
federal or state  securities  laws or  disclosure of the identity of the parties
hereto.

SECTION 11.9.  INDEMNIFICATION.

     (a) The Parent and the Borrower shall and hereby agree to indemnify, defend
and hold harmless the Agent,  any affiliate of the Agent and each of the Lenders
and their respective directors,  officers,  shareholders,  agents, employees and
counsel (each referred to herein as an "Indemnified Party") from and against any
and all losses, costs, claims, damages, liabilities,  deficiencies, judgments or
expenses of every kind and nature (including,  without limitation,  amounts paid
in settlement, court costs and the fees and disbursements of counsel incurred in
connection with any litigation, investigation, claim or proceeding or any advice
rendered in connection therewith,  but excluding losses, costs, claims, damages,
liabilities,  deficiencies,  judgments or expenses indemnification in respect of
which is  specifically  covered by Section 3.10.  or 4.1. or expressly  excluded
from  the  coverage  of such  Sections)  incurred  by an  Indemnified  Party  in
connection  with,  arising  out of, or by reason of, any suit,  cause of action,
claim,  arbitration,  investigation  or  settlement,  consent  decree  or  other
proceeding (the foregoing referred to herein as an "Indemnity Proceeding") which
is in any way related directly or indirectly to: (i) this Agreement or any other
Loan Document or the transactions  contemplated  thereby; (ii) the making of the
Loan;  (iii) any actual or proposed  use by the  Borrower of the proceeds of the
Loan;  (iv) the Agent's or any Lender's  entering into this  Agreement;  (v) the
fact  that the  Agent and the  Lenders  have  established  the  credit  facility
evidenced hereby in favor of the Borrower;  (vi) the fact that the Agent and the
Lenders are  creditors of the Parent and the Borrower and have or are alleged to
have information regarding the financial condition,  strategic plans or business
operations of the Parent, the Borrower and their respective Subsidiaries;  (vii)
the fact that the Agent and the Lenders are material creditors of the Parent and
the Borrower and are alleged to influence  directly or  indirectly  the business
decisions  or  affairs  of  the  Parent,   the  Borrower  and  their  respective
Subsidiaries or their financial  condition;  (viii) the exercise of any right or
remedy the Agent or the Lenders may have under this  Agreement or the other Loan
Documents;  provided, however, that neither the Parent nor the Borrower shall be
obligated to indemnify any  Indemnified  Party for any acts or omissions of such
Indemnified  Party  (or  any of  its  Affiliates)  in  connection  with  matters
described  in  clauses  (vi),  (vii) or (viii)  of this  Section  11.9.(a)  that
constitute  gross  negligence  or willful  misconduct;  or (ix) any violation or
non-compliance  by  the  Parent,   the  Borrower  or  any  of  their  respective
Subsidiaries of any Applicable Law (including any Environmental  Law) including,
but not limited  to, any  Indemnity  Proceeding  commenced  by (A) the  Internal
Revenue Service or state taxing authority or (B) any  Governmental  Authority or
other Person under any  Environmental  Law,  including any Indemnity  Proceeding
commenced by a Governmental  Authority or other Person seeking remedial or other
action to cause the Parent,  the Borrower or their  respective  Subsidiaries (or
its respective properties) (or the Agent and/or the Lenders as successors to the
Borrower) to be in compliance with such Environmental Laws.

     (b) The Parent's and the Borrower's indemnification  obligations under this
Section shall apply to all Indemnity  Proceedings arising out of, or related to,
the  foregoing  whether  or not an  Indemnified  Party is a named  party in such
Indemnity Proceeding.  In this connection,  this indemnification shall cover all
costs and expenses of any Indemnified Party in connection with any deposition of
any Indemnified  Party or compliance  with any subpoena  (including any subpoena
requesting the production of documents). This indemnification shall, among other
things,  apply to any Indemnity  Proceeding  commenced by other creditors of the
Parent, the Borrower or any of their respective Subsidiaries, any shareholder of
the Parent, the Borrower or any of their respective  Subsidiaries  (whether such
shareholder(s)  are prosecuting  such Indemnity  Proceeding in their  individual
capacity or derivatively  on behalf of the Parent or the Borrower),  any account
debtor of the Parent, the Borrower or any of their respective Subsidiaries or by
any Governmental Authority.

     (c) This  indemnification  shall apply to any Indemnity  Proceeding arising
during the pendency of any bankruptcy proceeding filed by or against the Parent,
the Borrower and/or any of their respective Subsidiaries.

     (d) All  out-of-pocket  fees  and  expenses  of,  and all  amounts  paid to
third-persons  by, an  Indemnified  Party shall be advanced by the Parent or the
Borrower at the request of such Indemnified Party  notwithstanding  any claim or
assertion  by the  Parent or the  Borrower  that such  Indemnified  Party is not


                                       46
<PAGE>



entitled to  indemnification  hereunder  upon receipt of an  undertaking by such
Indemnified Party that is reasonably satisfactory to the Parent and the Borrower
that such  Indemnified  Party will reimburse the Parent or the Borrower if it is
actually and finally  determined by a court of competent  jurisdiction that such
Indemnified Party is not so entitled to indemnification hereunder.

     (e) An Indemnified  Party may conduct its own investigation and defense of,
and may formulate  its own strategy  with respect to, any  Indemnity  Proceeding
covered by this Section and, as provided above, all costs and expenses  incurred
by such Indemnified Party shall be reimbursed by the Parent or the Borrower.  No
action taken by legal counsel chosen by an Indemnified Party in investigating or
defending  against any such  Indemnified  Proceeding shall vitiate or in any way
impair the  obligations  and duties of the Parent and the Borrower  hereunder to
indemnify and hold harmless each such Indemnified Party; provided, however, that
(i) if the Parent or the Borrower is required to indemnify an Indemnified  Party
pursuant  hereto  and (ii) the  Parent or the  Borrower  has  provided  evidence
reasonably  satisfactory  to such  Indemnified  Party  that  the  Parent  or the
Borrower has the financial  wherewithal to reimburse such Indemnified  Party for
any  amount  paid by such  Indemnified  Party with  respect to such  Indemnified
Proceeding,  such  Indemnified  Party  shall not settle or  compromise  any such
Indemnified  Proceeding  without the prior written consent of the Parent and the
Borrower (which consent shall not be unreasonably withheld or delayed).

     (f) If and to the extent that the obligations of the Borrower hereunder are
unenforceable  for any reason,  the Borrower  hereby  agrees to make the maximum
contribution  to the  payment  and  satisfaction  of such  obligations  which is
permissible under Applicable Law.

     (g) The Borrower's  obligations  hereunder shall survive any termination of
this  Agreement and the other Loan  Documents and the payment in full in cash of
the  Obligations,  and are in addition to, and not in substitution of, any other
of their  obligations  set forth in this Agreement or any other Loan Document to
which it is a party.

SECTION 11.10.  TERMINATION; SURVIVAL.

     At such time as all Obligations  (other than  obligations  which survive as
provided in the following  sentence) have been paid and satisfied in full,  this
Agreement  shall  terminate.  The indemnities to which the Agent and the Lenders
are entitled under the provisions of Sections 3.10.,  4.1., 4.4.,  10.7.,  11.2.
and  11.9.  and any  other  provision  of this  Agreement  and  the  other  Loan
Documents, and the provisions of Section 11.4., shall continue in full force and
effect and shall  protect  the Agent and the  Lenders  (i)  notwithstanding  any
termination of this Agreement,  or of the other Loan  Documents,  against events
arising after such termination as well as before and (ii) at all times after any
such party  ceases to be a party to this  Agreement  with respect to all matters
and events  existing on or prior to the date such party  ceased to be a party to
this Agreement.

SECTION 11.11.  SEVERABILITY OF PROVISIONS.

     Any provision of this Agreement which is prohibited or unenforceable in any
jurisdiction  shall, as to such jurisdiction,  be ineffective only to the extent
of such prohibition or  unenforceability  without  invalidating the remainder of
such  provision  or the  remaining  provisions  or  affecting  the  validity  or
enforceability of such provision in any other jurisdiction.

SECTION 11.12.  GOVERNING LAW.

     THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH, THE
LAWS OF THE COMMONWEALTH OF MASSACHUSETTS  APPLICABLE TO CONTRACTS EXECUTED, AND
TO BE FULLY PERFORMED, IN SUCH STATE.


                                       47
<PAGE>



SECTION 11.13.  COUNTERPARTS.

     This Agreement and any amendments,  waivers, consents or supplements may be
executed  in any  number of  counterparts  and by  different  parties  hereto in
separate  counterparts,  each of which when so executed and  delivered  shall be
deemed an original,  but all of which counterparts together shall constitute but
one and the same instrument.

SECTION 11.14.  OBLIGATIONS WITH RESPECT TO SUBSIDIARIES.

     The  obligations  of the Parent and the  Borrower to direct or prohibit the
taking of certain actions by their  respective  Subsidiaries as specified herein
shall be absolute  and not subject to any defense the Parent or the Borrower may
have  that  neither  the  Parent  nor the  Borrower  controls  their  respective
Subsidiaries.

SECTION 11.15.  ENTIRE AGREEMENT.

     This Agreement,  the Notes, and the other Loan Documents referred to herein
embody the final,  entire  agreement  among the parties hereto and supersede any
and all prior  commitments,  agreements,  representations,  and  understandings,
whether  written or oral,  relating to the subject matter hereof and thereof and
may not be  contradicted  or varied by  evidence of prior,  contemporaneous,  or
subsequent oral  agreements or discussions of the parties  hereto.  There are no
oral agreements among the parties hereto.

SECTION 11.16.  CONSTRUCTION.

     The Agent, the Parent,  the Borrower and each Lender  acknowledge that each
of them has had the  benefit  of legal  counsel  of its own  choice and has been
afforded an  opportunity  to review this  Agreement and the other Loan Documents
with its legal  counsel  and that this  Agreement  and the other Loan  Documents
shall be construed as if jointly drafted by the Agent, the Parent,  the Borrower
and each Lender.


                                       48
<PAGE>



     IN WITNESS WHEREOF, the parties hereto have caused this Credit Agreement to
be executed by their authorized  officers all as of the day and year first above
written.



                                   CHARTERMAC


                                   By: /s/Stuart J. Boesky
                                       -------------------
                                       Name: Stuart J. Boesky
                                             ----------------
                                       Title: Chief Executive Officer
                                              -----------------------



                                   CHARTER MAC CORPORATION


                                   By: /s/Robert Levy
                                       --------------
                                       Name: Robert Levy
                                             -----------
                                       Title: Vice President
                                              --------------



                                   FLEET NATIONAL BANK, as Agent and as a Lender


                                   By: /s/John F. Simon
                                       ----------------
                                       Name: John F. Simon
                                             -------------
                                       Title: Senior Vice President
                                              ---------------------


                                   LENDING OFFICE (ALL TYPES):

                                   Fleet National Bank
                                   One Federal Street
                                   Boston, Massachusetts 02110
                                   Fax No.:  (617) 346-4670
                                   Attention: Mr. John F. Simon
                                   Mail Stop: MA5-503-04-16


                                       S-1
<PAGE>



                                   Joinder of
                                CM Holding Trust

     Reference is made to that certain  Amended and  Restated  Credit  Agreement
dated as of July 16, 2004 (the "Agreement") by and among CharterMac,  as Parent,
Charter Mac  Corporation,  as  Borrower,  Fleet  National  Bank,  as Agent for a
syndicate of Lenders,  and such Lenders.  Unless otherwise  defined herein,  all
capitalized terms used herein shall have the meaning set forth in the Agreement.

     Holding Trust  acknowledges  that it is a direct wholly owned Subsidiary of
the  Parent,  and  that  the  Agent  and the  Lenders  are  relying  on  certain
representations,  warranties and covenants of Holding Trust as an inducement for
the Agent and the  Lenders to enter into the  Agreement  and to make the Loan to
the Borrower in accordance with the terms and conditions  thereof.  Accordingly,
for good and valuable  consideration,  the receipt and  sufficiency of which are
hereby  acknowledged,  Holding  Trust  hereby  joins  in the  Agreement  for the
following purposes (the "Joinder"):

     1.  Holding   Trust   acknowledges   and  confirms   the   warranties   and
representations  made  specifically on its behalf by the Parent and the Borrower
pursuant to the Agreement.

     2.  Holding  Trust  agrees  to comply  with the  affirmative  and  negative
covenants set forth in Articles VII and VIII of the Agreement which specifically
make reference to an obligation of Holding Trust.

     3. Holding  Trust  acknowledges  and agrees that an Event of Default  shall
occur if (x) Holding  Trust fails to comply with the  affirmative  and  negative
covenants set forth in Articles VII and VIII of the Agreement which specifically
make  reference  to an  obligation  of  Holding  Trust or (y) any of the  events
described  in Section 9.1 of the  Agreement  which make  specific  reference  to
Holding Trust shall have occurred.

     4. By accepting this Agreement and this Joinder,  the Agent and the Lenders
acknowledge  and agree that  Holding  Trust does not have any,  and that Holding
Trust shall  never have any,  personal  liability  to the Agent or any Lender on
account of any Default or Event of Default  under the  Agreement  or a breach by
Holding Trust of any of the provisions of the Agreement  which are  incorporated
into this Joinder by reference,  and that the Agent's and Lenders' sole recourse
on account of the occurrence of any of the foregoing events shall be to exercise
their rights and remedies  against the Parent and the Collateral as provided for
in the Agreement and the other Loan Documents.



                                      J-1A
<PAGE>



Executed as of July 16, 2004


                                    CM HOLDING TRUST, a Delaware statutory trust

                                             By: Charter Mac Corporation,
                                             Its Manager

                                             By: /s/Robert Levy
                                                 --------------
                                             Name: Robert Levy
                                                   -----------
                                             Title: Vice President
                                                    --------------

                                      J-2A
<PAGE>



                                   Joinder of
                                 CM Investor LLC

     Reference is made to that certain  Amended and  Restated  Credit  Agreement
dated as of July 16, 2004 (the "Agreement") by and among CharterMac,  as Parent,
Charter Mac  Corporation,  as  Borrower,  Fleet  National  Bank,  as Agent for a
syndicate of Lenders,  and such Lenders.  Unless otherwise  defined herein,  all
capitalized terms used herein shall have the meaning set forth in the Agreement.

     CM Investor acknowledges that it is a direct wholly-owned Subsidiary of the
Borrower,   and  that  the  Agent  and  the   Lenders  are  relying  on  certain
representations,  warranties  and covenants of CM Investor as an inducement  for
the Agent and the  Lenders to enter into the  Agreement  and to make the Loan to
the Borrower in accordance with the terms and conditions  thereof.  Accordingly,
for good and valuable  consideration,  the receipt and  sufficiency of which are
hereby acknowledged, CM Investor hereby joins in the Agreement for the following
purposes (the "Joinder"):

     1. CM Investor acknowledges and confirms the warranties and representations
made  specifically on its behalf by the Parent and the Borrower  pursuant to the
Agreement.

     2. CM Investor agrees to comply with the affirmative and negative covenants
set forth in Articles  VII and VIII of the  Agreement  which  specifically  make
reference to CM Investor.

     Executed as of July 16, 2004


                                CM INVESTOR LLC, a Delaware limited liability
                                company

                                         By: Charter Mac Corporation,
                                         Its Sole Member

                                         By: /s/Robert Levy
                                             --------------
                                         Name: Robert Levy
                                               -----------
                                         Title: Vice President
                                                --------------

                                      J-1B
<PAGE>



                                                           EXECUTION COUNTERPART

                                 FIRST AMENDMENT
                                 ---------------
                                       TO
                                       --
                              AMENDED AND RESTATED
                              --------------------
                                CREDIT AGREEMENT
                                ----------------


     THIS FIRST  AMENDMENT  (this  "Amendment")  is entered  into as of July 15,
2005, among: CHARTERMAC, a Delaware statutory trust (the "Parent");  CHARTER MAC
CORPORATION, a Delaware corporation (the "Borrower");  and Bank of America, N.A.
(successor by merger to Fleet National Bank) as the sole Lender and as Agent.

                                    RECITALS

     Reference is made to the following  facts that constitute the background of
this Amendment:

     A.   The Borrower,  the Parent,  the Agent and the Lender entered into that
          certain  Amended and Restated Credit  Agreement,  dated as of July 16,
          2004 (as  amended or  restated  from time to time,  the  "Agreement").
          Capitalized  terms used herein and not otherwise  defined herein shall
          have the same meanings herein as ascribed to them in the Agreement;

     B.   The Borrower and the Parent have  requested  that the Agent and Lender
          permit  the  Borrower  to  exercise  the  Extension  Option  under the
          Agreement; and

     C.   The  Agent and the  Lender  are  willing  to permit  the  Borrower  to
          exercise the Extension Option solely upon the terms and conditions set
          forth in this Amendment.

     NOW,  THEREFORE,  in  consideration  of the  foregoing  Recitals and of the
representations,  warranties,  covenants and  conditions set forth herein and in
the Agreement,  the Borrower,  the Parent, the Agent and the Lender hereby agree
as follows:

     1.  AMENDMENTS TO THE  AGREEMENT.  In  compliance  with Section 11.6 of the
Agreement,  the  Borrower,  the Parent,  the Agent and the Lender agree that the
Agreement is hereby amended as follows:

          1.1 BANK OF AMERICA. After the date hereof, all references to the term
     "Fleet  National  Bank"  shall be amended to mean "Bank of  America,  N.A.,
     successor by merger to Fleet National Bank."

          1.2 TERMINATION  DATE. The definition of "Termination  Date" set forth
     in Section  1.1 of the  Agreement  is hereby  deleted  and  replaced by the
     following:

          "'Termination Date' means August 1, 2005, unless accelerated  pursuant
     to the terms hereof or extended pursuant to Section 2.4(b)."

          1.3  SECTION  2.4(B).  Without  in any way  changing  any of the other
     provisions  of Section  2.4(b) of the  Agreement,  clauses (ii) and (iv) of
     such Section 2.4(b) are each hereby deleted and replaced by the following:

               "(ii) at least one Business Day prior to the  commencement of the
               Extension Period,  the Borrower shall have paid to the Agent, for
               the ratable benefit of the Lenders, an extension fee in an amount
               equal  to  0.0625%   (6.25  basis   points)   multiplied  by  the
               outstanding  principal  amount  of the Loan as of the date of the
               Notice to Extend.

                           . . . .


<PAGE>



               (iv) the outstanding  principal amount of the Loan as of the date
               of the  Commencement  of the  Extension  Period  shall not exceed
               $60,000,000."

     2. EXERCISE OF EXTENSION OPTION.  The parties hereto hereby acknowledge and
agree that by executing and delivering this Amendment the Borrower has exercised
its Extension  Option to extend the Termination  Date under the Agreement for an
Extension  Period ending on October 31, 2005. In  furtherance  of the foregoing,
the parties further  acknowledge and agree that this Amendment shall  constitute
the Notice to Extend  contemplated  by Section  2.4(b) of the Agreement and that
the Agent and the Lender hereby waive the requirement that such Notice to Extend
be delivered at least 30 days prior to the Termination Date as set forth in such
Section 2.4(b).

     3.   WARRANTIES, REPRESENTATIONS, COVENANTS AND DISCLOSURES.
          ------------------------------------------------------

          3.1 WARRANTIES AND REPRESENTATIONS. The Borrower and the Parent hereby
     acknowledge  that pursuant to this Amendment,  each of them makes,  jointly
     and severally with the other, all the representations and warranties as set
     forth in ARTICLE  VI of the  Agreement  as of the date  hereof and upon the
     date of the  commencement of the Extension  Period (except for changes that
     are not  singly  or in the  aggregate  materially  adverse  resulting  from
     transactions contemplated and permitted by the Loan Agreement and the other
     Loan  Documents,  and changes  occurring in the ordinary course of business
     that singly or in the aggregate are not materially adverse, and except that
     representations  and warranties  relating  expressly to an earlier date are
     reaffirmed as of such date).

          3.2  COVENANTS.  The Borrower and the Parent hereby  acknowledge  that
     pursuant to this Amendment,  each of them makes, jointly and severally with
     the other,  each  covenant and agreement set forth in ARTICLES VII and VIII
     of the Agreement.

          3.3 SCHEDULES.  All of the Schedules pertaining to the Borrower or the
     Parent  attached to the  Agreement are hereby  supplemented  to include the
     information and disclosures pertaining to the Borrower or the Parent as set
     forth in the Disclosure Schedule attached to this Amendment.

     4.  REAFFIRMATION  OF GUARANTY.  The Parent hereby  acknowledges the terms,
provisions and intent of this Amendment and  acknowledges and agrees that all of
the provisions of that certain Amended and Restated  Guaranty,  dated as of July
26,  2004,  made by the Parent in favor and for the benefit of the Agent and the
Loan shall  continue to be its valid and  binding  obligations,  enforceable  in
accordance with their terms,  including without limitation,  with respect to any
Obligations  of the  Borrower  under  the  Agreement  as  contemplated  in  this
Amendment.

     5.  GENERAL.
         -------

          5.1  RATIFICATION.  Except as hereby  amended,  the  Agreement and all
     other Loan  Documents and each  provision  thereof are hereby  ratified and
     confirmed in every respect and shall continue in full force and effect, and
     this Amendment shall not be, and shall not be deemed to be, a waiver of any
     Default or of any  covenant,  term or provision  of the  Agreement or other
     Loan Documents.

          5.2 COUNTERPARTS.  This Amendment may be executed and delivered in any
     number of counterparts with the same effect as if the signatures hereto and
     thereto were upon the same instrument.

          5.3  AMENDMENT  AS  LOAN  DOCUMENT.   Each  party  hereto  agrees  and
     acknowledges that this Amendment constitutes a "Loan Document" under and as
     defined in the Agreement.

          5.4 GOVERNING LAW. THIS  AMENDMENT  SHALL IN ALL RESPECTS BE GOVERNED,
     CONSTRUED, APPLIED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE
     COMMONWEALTH OF MASSACHUSETTS  WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
     LAWS.


                                        2
<PAGE>

          5.5 SUCCESSORS AND ASSIGNS.  This Amendment shall be binding upon each
     of the Borrower,  the Parent, the Lender and the Agent and their respective
     successors  and  assigns,  and shall  inure to the  benefit  of each of the
     Borrower, the Guarantor, the Lender and the Agent.

          5.6 HEADINGS.  Section  headings in this Amendment are included herein
     for  convenience  of reference only and shall not constitute a part of this
     Amendment for any other purpose.

          5.7 NO COURSE OF DEALING.  The Agent and the Lender have  entered into
     this  Amendment  on the express  understanding  with the  Borrower  and the
     Parent that in entering  into this  Amendment  the Agent and the Lender are
     not  establishing  any course of dealing  with the Borrower and the Parent.
     The Agent's and the Lender's right to require strict  performance  with all
     of the terms and the  conditions of Agreement and the other Loan  Documents
     shall  not in any way be  impaired  by the  execution  of  this  Amendment.
     Neither  the Agent  nor the  Lender  shall be  obligated  in any  manner to
     execute any further amendments or waivers and if such waivers or amendments
     are requested in the future,  assuming the terms and conditions thereof are
     satisfactory  to them, the Agent and the Lenders may require the payment of
     fees in connection therewith.

  [Remainder of page intentionally left blank; signatures appear on next page]


                                       3
<PAGE>



     IN WITNESS WHEREOF this Amendment has been duly executed and delivered as a
sealed  instrument  as of the date  first  set forth  above.

          BORROWER:                          CHARTER MAC CORPORATION

                                             By: /s/Robert Levy
                                                 --------------
                                             Name: Robert Levy
                                                   -----------
                                             Title: Senior Vice President
                                                    ---------------------
         PARENT:                             CHARTERMAC
                                             By: Charter Mac Corporation, its
                                                      managing member

                                             By: /s/Robert Levy
                                                 --------------
                                             Name: Robert Levy
                                                   -----------
                                             Title: Senior Vice President
                                                    ---------------------
         AGENT AND LENDER:                   BANK OF AMERICA, N.A.

                                             By: /s/John F. Simon
                                                 ----------------
                                             Name: John F. Simon
                                                   -------------
                                             Title: Senior Vice President
                                                    ---------------------

                                       S-1
<PAGE>



                               DISCLOSURE SCHEDULE
                               -------------------

                                      None.


                                       A-2
<PAGE>



                                SECOND AMENDMENT
                                ----------------
                                       TO
                                       --
                              AMENDED AND RESTATED
                              --------------------
                                CREDIT AGREEMENT
                                ----------------


     THIS SECOND AMENDMENT (this  "Amendment") is entered into as of October 31,
2005, among: CHARTERMAC, a Delaware statutory trust (the "Parent");  CHARTER MAC
CORPORATION, a Delaware corporation (the "Borrower");  and BANK OF AMERICA, N.A.
(successor by merger to Fleet National Bank) as the sole Lender and as Agent.

                                    RECITALS

     Reference is made to the following  facts that constitute the background of
this Amendment:

     A.   The Borrower,  the Parent,  the Agent and the Lender entered into that
          certain  Amended and Restated Credit  Agreement,  dated as of July 16,
          2004 (as previously amended by a First Amendment, dated as of July 15,
          2005 (the "First Amendment"), the "Agreement"). Capitalized terms used
          herein and not otherwise  defined  herein shall have the same meanings
          herein as ascribed to them in the Agreement;

     B.   The Borrower and the Parent have  requested  that the Agent and Lender
          agree to extend the Termination Date under the Agreement; and

     C.   The Agent and the Lender are  willing to extend the  Termination  Date
          solely upon the terms and conditions set forth in this Amendment.

     NOW,  THEREFORE,  in  consideration  of the  foregoing  Recitals and of the
representations,  warranties,  covenants and  conditions set forth herein and in
the Agreement,  the Borrower,  the Parent, the Agent and the Lender hereby agree
as follows:

     1.  AMENDMENTS TO THE  AGREEMENT.  In  compliance  with Section 11.6 of the
Agreement,  the  Borrower,  the  Parent,  the Agent and the Lender  agree  that,
notwithstanding  the fact  that the  Borrower  exercised  its  Extension  Option
pursuant to the First Amendment,  the definition of "Termination Date" set forth
in Section 1.1 of the Agreement is hereby deleted and replaced by the following:

     "'Termination  Date' means January 3, 2006 unless  accelerated  pursuant to
the terms hereof."

     2. ACKNOWLEDGEMENT. The Borrower and the Parent hereby acknowledge that the
Borrower does not have any further right to extend the Termination Date pursuant
to Section 2.4(b) of the Agreement.

     3. EXTENSION FEE. In consideration of the extension contemplated in Section
1 above,  the Borrower  shall pay to the Agent,  for the ratable  benefit of the
Lenders,  an extension fee in the amount of $24,000,  which fee shall be due and
payable,  and,  subject to the next  sentence,  fully earned and  nonrefundable,
simultaneously  with  the  execution  and  delivery  of this  Amendment.  If the
Borrower refinances the Loan (the "Refinancing")  prior to the Termination Date,
as  contemplated by the proposed BofA Term Sheet dated October 18, 2005 provided
to the Borrower and Parent (the "Term Sheet"), Borrower shall receive a per diem
credit  against the "Facility Fee" (as defined in the Term Sheet) of $375.00 for
each day  that the  execution  and  delivery  of the  Refinancing  precedes  the
Termination Date.

     4.   WARRANTIES, REPRESENTATIONS, COVENANTS AND DISCLOSURES.
          ------------------------------------------------------

          4.1 WARRANTIES AND REPRESENTATIONS. The Borrower and the Parent hereby
     acknowledge  that pursuant to this Amendment,  each of them makes,  jointly
     and severally with the other, all the representations and warranties as set
     forth in ARTICLE VI of the Agreement as of the date hereof  (except (i) for


<PAGE>

     changes  that  are  not  singly  or in  the  aggregate  materially  adverse
     resulting  from  transactions   contemplated  and  permitted  by  the  Loan
     Agreement  and the other  Loan  Documents,  and  changes  occurring  in the
     ordinary  course  of  business  that  singly  or in the  aggregate  are not
     materially adverse,  and (ii) that  representations and warranties relating
     expressly to an earlier date are reaffirmed as of such date).

          4.2  COVENANTS.  The Borrower and the Parent hereby  acknowledge  that
     pursuant to this Amendment,  each of them makes, jointly and severally with
     the other,  each  covenant and agreement set forth in ARTICLES VII and VIII
     of the Agreement.

          4.3 SCHEDULES.  All of the Schedules pertaining to the Borrower or the
     Parent  attached to the  Agreement are hereby  supplemented  to include the
     information and disclosures pertaining to the Borrower or the Parent as set
     forth in the Disclosure Schedule attached to this Amendment.

     5.  REAFFIRMATION  OF GUARANTY.  The Parent hereby  acknowledges the terms,
provisions and intent of this Amendment and  acknowledges and agrees that all of
the provisions of that certain Amended and Restated  Guaranty,  dated as of July
16,  2004,  made by the Parent in favor and for the benefit of the Agent and the
Loan shall  continue to be its valid and  binding  obligations,  enforceable  in
accordance with their terms,  including without limitation,  with respect to any
Obligations  of the  Borrower  under  the  Agreement  as  contemplated  in  this
Amendment.

     6.   GENERAL.
          -------

          6.1  RATIFICATION.  Except as hereby  amended,  the  Agreement and all
     other Loan  Documents and each  provision  thereof are hereby  ratified and
     confirmed in every respect and shall continue in full force and effect, and
     this Amendment shall not be, and shall not be deemed to be, a waiver of any
     Default or of any  covenant,  term or provision  of the  Agreement or other
     Loan Documents.

          6.2 COUNTERPARTS.  This Amendment may be executed and delivered in any
     number of counterparts with the same effect as if the signatures hereto and
     thereto were upon the same instrument.

          6.3  AMENDMENT  AS  LOAN  DOCUMENT.   Each  party  hereto  agrees  and
     acknowledges that this Amendment constitutes a "Loan Document" under and as
     defined in the Agreement.

          6.4 GOVERNING LAW. THIS  AMENDMENT  SHALL IN ALL RESPECTS BE GOVERNED,
     CONSTRUED, APPLIED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE
     COMMONWEALTH OF MASSACHUSETTS  WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
     LAWS.

          6.5 SUCCESSORS AND ASSIGNS.  This Amendment shall be binding upon each
     of the Borrower,  the Parent, the Lender and the Agent and their respective
     successors  and  assigns,  and shall  inure to the  benefit  of each of the
     Borrower, the Guarantor, the Lender and the Agent.

          6.6 HEADINGS.  Section  headings in this Amendment are included herein
     for  convenience  of reference only and shall not constitute a part of this
     Amendment for any other purpose.

          6.7 NO COURSE OF DEALING.  The Agent and the Lender have  entered into
     this  Amendment  on the express  understanding  with the  Borrower  and the
     Parent that in entering  into this  Amendment  the Agent and the Lender are
     not  establishing  any course of dealing  with the Borrower and the Parent.
     The Agent's and the Lender's right to require strict  performance  with all
     of the terms and the  conditions of Agreement and the other Loan  Documents
     shall  not in any way be  impaired  by the  execution  of  this  Amendment.
     Neither  the Agent  nor the  Lender  shall be  obligated  in any  manner to
     execute any further amendments or waivers and if such waivers or amendments
     are requested in the future,  assuming the terms and conditions thereof are
     satisfactory  to them, the Agent and the Lenders may require the payment of
     fees in connection therewith.

  [Remainder of page intentionally left blank; signatures appear on next page]


                                        2
<PAGE>



         IN WITNESS  WHEREOF this Amendment has been duly executed and delivered
as a sealed instrument as of the date first set forth above.

          BORROWER:                          CHARTER MAC CORPORATION

                                             By: /s/Alan P. Hirmes
                                                 -----------------
                                             Name: Alan P. Hirmes
                                                   --------------
                                             Title: Chief Operating Officer
                                                    -----------------------

         PARENT:                             CHARTERMAC

                                             By: /s/Alan P. Hirmes
                                                 -----------------
                                             Name: Alan P. Hirmes
                                                   --------------
                                             Title: Chief Operating Officer
                                                    -----------------------

         AGENT AND LENDER:                   BANK OF AMERICA, N.A.

                                             By: /s/John F. Simon
                                                 ----------------
                                             Name: John F. Simon
                                                   -------------
                                             Title: Senior Vice President
                                                    ---------------------


    Signature Page to Second Amendment to Amended Restated Credit Agreement

                                       S-1
<PAGE>



                               DISCLOSURE SCHEDULE
                               -------------------

                                      None.


                                       A-2
<PAGE>



                                 THIRD AMENDMENT
                                 ---------------
                                       TO
                                       --
                              AMENDED AND RESTATED
                              --------------------
                                CREDIT AGREEMENT
                                ----------------


     THIS THIRD AMENDMENT (this  "Amendment") is entered into as of December 20,
2005, among: CHARTERMAC, a Delaware statutory trust (the "Parent");  CHARTER MAC
CORPORATION, a Delaware corporation (the "Borrower");  and BANK OF AMERICA, N.A.
(successor by merger to Fleet National Bank) as the sole Lender and as Agent.

                                    RECITALS

     Reference is made to the following  facts that constitute the background of
this Amendment:

     A.   The Borrower,  the Parent,  the Agent and the Lender entered into that
          certain  Amended and Restated Credit  Agreement,  dated as of July 16,
          2004 (as previously amended by a First Amendment, dated as of July 15,
          2005 (the  "First  Amendment"),  and a Second  Amendment,  dated as of
          October 31, 2005, the "Agreement").  Capitalized terms used herein and
          not otherwise  defined  herein shall have the same meanings  herein as
          ascribed to them in the Agreement;

     B.   The Borrower and the Parent have  requested  that the Agent and Lender
          agree to extend the Termination Date under the Agreement; and

     C.   The Agent and the Lender are  willing to extend the  Termination  Date
          solely upon the terms and conditions set forth in this Amendment.

     NOW,  THEREFORE,  in  consideration  of the  foregoing  Recitals and of the
representations,  warranties,  covenants and  conditions set forth herein and in
the Agreement,  the Borrower,  the Parent, the Agent and the Lender hereby agree
as follows:

     1.  AMENDMENTS TO THE  AGREEMENT.  In  compliance  with Section 11.6 of the
Agreement,  the  Borrower,  the  Parent,  the Agent and the Lender  agree  that,
notwithstanding  the fact  that the  Borrower  exercised  its  Extension  Option
pursuant to the First Amendment,  the definition of "Termination Date" set forth
in Section 1.1 of the Agreement is hereby deleted and replaced by the following:

     "'Termination Date' means March 31, 2006 unless accelerated pursuant to the
terms hereof."

     2. ACKNOWLEDGEMENT. The Borrower and the Parent hereby acknowledge that the
Borrower does not have any further right to extend the Termination Date pursuant
to Section 2.4(b) of the Agreement.

     3. EXTENSION FEE. In consideration of the extension contemplated in Section
1 above,  the Borrower  shall pay to the Agent,  for the ratable  benefit of the
Lenders,  an extension fee in the amount of  $18,125.00,  which fee shall be due
and payable, and, subject to the next sentence,  fully earned and nonrefundable,
simultaneously with the execution and delivery of this Amendment.

     4.   WARRANTIES, REPRESENTATIONS, COVENANTS AND DISCLOSURES.
          ------------------------------------------------------

          4.1 WARRANTIES AND REPRESENTATIONS. The Borrower and the Parent hereby
     acknowledge  that pursuant to this Amendment,  each of them makes,  jointly
     and severally with the other, all the representations and warranties as set
     forth in ARTICLE VI of the Agreement as of the date hereof  (except (i) for
     changes  that  are  not  singly  or in  the  aggregate  materially  adverse
     resulting  from  transactions   contemplated  and  permitted  by  the  Loan
     Agreement  and the other  Loan  Documents,  and  changes  occurring  in the


<PAGE>



     ordinary  course  of  business  that  singly  or in the  aggregate  are not
     materially adverse,  and (ii) that  representations and warranties relating
     expressly to an earlier date are reaffirmed as of such date).

          4.2  COVENANTS.  The Borrower and the Parent hereby  acknowledge  that
     pursuant to this Amendment,  each of them makes, jointly and severally with
     the other,  each  covenant and agreement set forth in ARTICLES VII and VIII
     of the Agreement.

          4.3 SCHEDULES.  All of the Schedules pertaining to the Borrower or the
     Parent  attached to the  Agreement are hereby  supplemented  to include the
     information and disclosures pertaining to the Borrower or the Parent as set
     forth in the Disclosure Schedule attached to this Amendment.

     5.  REAFFIRMATION  OF GUARANTY.  The Parent hereby  acknowledges the terms,
provisions and intent of this Amendment and  acknowledges and agrees that all of
the provisions of that certain Amended and Restated  Guaranty,  dated as of July
16,  2004,  made by the Parent in favor and for the benefit of the Agent and the
Loan shall  continue to be its valid and  binding  obligations,  enforceable  in
accordance with their terms,  including without limitation,  with respect to any
Obligations  of the  Borrower  under  the  Agreement  as  contemplated  in  this
Amendment.

     6.   GENERAL.
          -------

          6.1  RATIFICATION.  Except as hereby  amended,  the  Agreement and all
     other Loan  Documents and each  provision  thereof are hereby  ratified and
     confirmed in every respect and shall continue in full force and effect, and
     this Amendment shall not be, and shall not be deemed to be, a waiver of any
     Default or of any  covenant,  term or provision  of the  Agreement or other
     Loan Documents.

          6.2 COUNTERPARTS.  This Amendment may be executed and delivered in any
     number of counterparts with the same effect as if the signatures hereto and
     thereto were upon the same instrument.

          6.3  AMENDMENT  AS  LOAN  DOCUMENT.   Each  party  hereto  agrees  and
     acknowledges that this Amendment constitutes a "Loan Document" under and as
     defined in the Agreement.

          6.4 GOVERNING LAW. THIS  AMENDMENT  SHALL IN ALL RESPECTS BE GOVERNED,
     CONSTRUED, APPLIED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE
     COMMONWEALTH OF MASSACHUSETTS  WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
     LAWS.

          6.5 SUCCESSORS AND ASSIGNS.  This Amendment shall be binding upon each
     of the Borrower,  the Parent, the Lender and the Agent and their respective
     successors  and  assigns,  and shall  inure to the  benefit  of each of the
     Borrower, the Guarantor, the Lender and the Agent.

          6.6 HEADINGS.  Section  headings in this Amendment are included herein
     for  convenience  of reference only and shall not constitute a part of this
     Amendment for any other purpose.

          6.7 NO COURSE OF DEALING.  The Agent and the Lender have  entered into
     this  Amendment  on the express  understanding  with the  Borrower  and the
     Parent that in entering  into this  Amendment  the Agent and the Lender are
     not  establishing  any course of dealing  with the Borrower and the Parent.
     The Agent's and the Lender's right to require strict  performance  with all
     of the terms and the  conditions of Agreement and the other Loan  Documents
     shall  not in any way be  impaired  by the  execution  of  this  Amendment.
     Neither  the Agent  nor the  Lender  shall be  obligated  in any  manner to
     execute any further amendments or waivers and if such waivers or amendments
     are requested in the future,  assuming the terms and conditions thereof are
     satisfactory  to them, the Agent and the Lenders may require the payment of
     fees in connection therewith.

  [Remainder of page intentionally left blank; signatures appear on next page]


                                        2
<PAGE>



     IN WITNESS WHEREOF this Amendment has been duly executed and delivered as a
sealed instrument as of the date first set forth above.

          BORROWER:                          CHARTER MAC CORPORATION

                                             By: /s/Robert Levy
                                                 --------------
                                             Name: Robert Levy
                                                   -----------
                                             Title: Senior Vice President
                                                    ---------------------

         PARENT:                             CHARTERMAC

                                             By: /s/Alan P. Hirmes
                                                 -----------------
                                             Name: Alan P. Hirmes
                                                   --------------
                                             Title: Chief Operating Officer
                                                    -----------------------

         AGENT AND LENDER:                   BANK OF AMERICA, N.A.

                                             By: /s/John F. Simon
                                                 ----------------
                                             Name: John F. Simon
                                                   -------------
                                             Title: Senior Vice President
                                                    ---------------------


   Signature Page to Third Amendment to Amended and Restated Credit Agreement

                                       S-1


<PAGE>



                               DISCLOSURE SCHEDULE
                               -------------------

                                      None.


                                       A-1